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RESOLUTIONS OF THE SHAREHOLDERS
<br />OF CARPENTER AND MITCHELL DITCH COMPANY, INC.
<br />The Shareholders of Carpenter and Mitchell Ditch Company, Inc., (Company), at a
<br />Shareholders' meeting held ~r _~, 2005, at ~0 Colorado, adopted the following resolutions
<br />concerning a secured loan from the State of Colorado Water Conservation Board (CWCB), to
<br />improve the ditch by installing a pipe and appurtenances to improve ditch efficiency and reduce
<br />salinity impacts in the Colorado River in the amount of $607,200 or such actual amount, more or
<br />less, as may be needed by the Company and available from the CWCB including the CWCB loan
<br />origination fee of 1% of the loan amount.
<br />At said meeting, the Shareholders charged that these resolutions are irrepealable during
<br />the term of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors
<br />and officers, 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 $607,200, 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 ConnPa,NY
<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 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 />including a security agreement and deed of trust, necessary to convey a security interest in said
<br />property to the CW CB;
<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 UNDERSIGNED, RESPECTIVELY, THE 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 SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT
<br />TO THE`COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.
<br />•;:::,::,,,,::,
<br />1:,•.
<br />,~~~I~1~. UI~113~F~'OUR. HANDS AND THE SEAL OF THE COMPANY THE ~~~ DAY OF ~ 2005.
<br />~ ~.
<br />' ' ~ ~/`~ ~F ~ ~1
<br />_ ~ ~~~A~~ ~-
<br />. ° BY
<br />• ' ~ ;~ ~° ' ~ _ ` ' ` Eldon Simmons, President
<br />`~}~T,`~`~~T:-
<br />, . ~.~ :;1
<br />By ~~ ,,-
<br />Sheryl Bruce, S cretary-Treasurer
<br />Appendix 3a to Loan Contract C150201
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