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<br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> <br />OF THE UNION DITCH COMPANY <br /> <br />The Board of Directors of The Union Ditch Company (Company), a meeting held <br />February 13 ,2006, at Greeley, Colorado, adopted the following resolutions concerning a <br />secured loan from the State of Colorado Water Conservation Board (CWCB), for the purpose of <br />construction of a ground water recharge project to augment existing wells in the amount of <br />$312,595 or such actual amount, more or less, as may be needed by the Company and available <br />from the CWCB including the CWCB loan origination fee of 1 % of the loan amount. <br />At said meeting, the Board charged that these resolutions are irrepealable during the term <br />of the loan and, pursuant to the Company's bylaws, authorized the President and Corporate <br />Secretary, RESOLVED as follows. <br />1. to enter into and comply with the terms of a contract with the Colorado Water Conservation <br />Board for a loan in the amount of $312,595, 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 shareholders in an amount sufficient to pay the annual <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 pledged revenues in a special account separate and apart from other COMPANY <br />revenues, and <br />4. to make the annual payments required by the promissory note and to make annual deposits to <br />a debt service reserve fund, and <br />5. to pledge Company's Union Ditch diversion headgate structure on the South Platte River as <br />collateral for the loan and execute all documents, including a deed of trust, necessary to convey <br />a security interest in said property to the CWCB, and <br />6. to execute all documents as required by the loan contract, including, 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 ~~[)~~SIGNED; THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE <br />F;qRE~GA~E TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE <br />GOMP):l;foN~';S6ARD OFDIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE <br />- ,- .. " '\" <br />./.:.t0~F>ANY.(S.13'iLAWS,AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />':"~:'<3W{~:SUM~g:OU~'~ANDS AND THE SEAL OF THE COMPANY THE 13th DAY OF February 2006. <br /> <br /> <br />r t(~~i;~i~~9i By ~ e~dent <br /> <br />B~l,/,;::~ C~ <br /> <br />DonhaCoble, Corporate Secretary <br /> <br />Appendix 3b to Loan Contract C1501711. <br />