C150172 Contract

• Contract/PO #: C150172
• Contractor Name: Union Ditch Company, The
• Contract Type: Loan
• Water District: 2
• County: Weld
• Loan Projects - Doc Type: Contract Documents

RESOLUTIONS OF THE SHAREHOLDERS

OF THE UNION DITCH COMPANY

The Shareholders of T~ Dttch Company (Company). at a Shareholders' meeting
held January 28 , 2006, 8t~ '. ~olorado, adopted the following resolutions concerning a
secured loan from the State 0 ~orado Water Conservation Board (CWCB), for the purpose of
construction of a ground water recharge project to augment existing wells in the amount of
$312,595 or such actual amount, more or less, as may be needed by the Company and available
from the CWCB including the CWCB loan origination fee of 1 % of the loan amount.

At said meeting, the Shareholders charged that these resolutions are irrepealable during
the term of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors
and officers, RESOLVED as follows: .

1. to enter into and comply with the terms of a contract with the Colorado Water Conservation
Board for a loan in the amount of $312,595, or such actual amount, more or less, as needed to
finance the project costs, including the CWCB loan origination fee of 1 %, and

2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual
amounts due under the Loan Contract, and to pledge assessment revenues and the Company's
right to receive said revenues for repayment of the loan, and

3. to place said pledged revenues in a special account separate and apart from other COMPANY
revenues, and

4. to make the annual payments required by the promissory note and to make annual deposits to
a debt service reserve fund, and

5. to pledge Company's Union Ditch diversion headgate structure on the South Platte River as
collateral for the loan and execute all documents, including a deed of trust, necessary to convey
a security interest in said property to the CWCB, and

6. to execute all documents as required by the loan contract, including, but not limited to, a
Security Agreement and a Promissory Note, and

7. to take such other actions and to execute such other documents as may be necessary to
GOnsumll1ate and implement the loan.

.'.....'-.-;---.
.:::::::;::;:-:::::~,-.::~: CERTIFICATION
_.... - -0. -". 'I"~ -
/~:~tHE;tlNBER$LG'NED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY
;",- '-,_ t . ................ ,) '-.'"\
1/~~.,;~Tf~~,;T,ff~t1h!E:fOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A
k ;~' /'i0.:E,EiIN<lQfffy~.~'CbMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT
Ii'; ((f~:H\E;9?~~~~; ~:rLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.

\\ '~:_\':.,-?IYsN::~~~,~~,~~~'~~NDS AND THE SEAL OF THE COMPANY THE I ~1l: DAY OF F .L6A--~ 2006.

\t;~{f~ig~rB~>/ By

ATTEST:

By ~ 0~
Donna Coble, Corporate Secretary

Appendix 3a to Loan Contract C150171J.