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RESOLUTIONS OF THE MEMBERS
<br />OF THE HENRY BOLEN DITCH COMPANY
<br />The Members of The Henry Bolen Ditch Company (Company), at a Members' meeting held
<br />1U4��a�e. �, 2004, at M����5 , Co[orado, adopted the following resolutions
<br />concerning a secured loan from the State of Colorado Water Conservation Board (CWCB), for the
<br />purpose of installing a new pipeline to increase ditch efficiency and reduce salinity impacts on the
<br />downstream rivers including the Colorado River, in the amount of $520,150 or such actual amount,
<br />more or less, as may be needed by the Company and available from the CWCB including the
<br />CWCB loan origination fee of 1% of the loan amount.
<br />At said meeting, the Members charged that these resolutions are irrepealable during the
<br />term of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors and
<br />officers, RESOLVED as follows:
<br />1. to enter into and comply with the terms of a contract with the Colorado Water Consenration
<br />Board for a loan in the amount of $520,150, or such actual amount, more or less, as needed to
<br />finance the project costs, including the CWCB loan origination fee of 1%, and
<br />2. to levy and collect assessments from the Members in an amount sufficient to pay the annua{
<br />amounts due under the Loan Contract, and to pledge assessment revenues and the Company's
<br />right to receive said revenues for repayment of the loan, and
<br />3. to place said piedged revenues in a special account separate and apart from other CoMPatv�r
<br />revenues, and
<br />4: to make the annual payments required by the promissory note and to make annuai deposits to
<br />a debt service reserve fund, and
<br />5. to pledge the Company's interest in the Project, including approximately 13,000 feet of pipeline
<br />and associated access easements, as collateral for the loan and execute all documents,
<br />inGuding a security agreement and deed of trust, necessary to convey a security interest in said
<br />property to the CWCB, and
<br />6. to execute all documents as required by the loan contract, inGuding, but not limited to, a
<br />Security Agreement and a Promissory Note, and
<br />7. to take such other actions and to execute such other documents as may be necessary to
<br />consummate and implement the loan.
<br />CERTIFICATION
<br />THE UNDERSIGNED, RESPECTIVELY,_ TNE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY
<br />CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A
<br />MEETING OF THE COMPANY'S MEMBERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO
<br />THE COMPANY�S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.
<br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE � DAY OF �(fE`� 2004.
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<br />:;� &�r . � '�" _ BY
<br />_ : � ' � � `�'_ � aymond Keith, President
<br />�,�--� �:_ ' ���;= �
<br />°,����:�;.� -� �
<br />�Treasurer
<br />pendix 3a to Loan Contract C150179
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