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RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF MANCOS VALLEY BEAVER DITCN COMPANY <br />The Board of Directors of the Mancos Valley Beaver Ditch Company (Company), at a <br />meeting held ~~ ~~ G~ , 2006, at M~~-~.~, s , Colorado, adopted the following resolutions <br />concerning an amendment to a secured loan from the State ofi Colorado Water Conservation <br />Board (CWCB), for the purpose of constnaction of instaAing a new pipeline to increase ditch <br />efficiency and reduce salinity impacts on the downstream rivers including the Colorado Rive~, in <br />the additional amount of $496,668 for a total loan amount of $913,798, 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 mee6ng, the Board charged that these resolutions are irrepealable during the <br />term of the loan and, pursuant to the Company's bylaws, authorized the President and <br />Corporate Secretary, RESOLVED as follows. <br />1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a <br />loan in the amount of $913,798, or such actual amount, more or less, as needed to finance the project <br />costs, inGuding .the CWCB foan origination fee of 1°/a, and <br />2. to levy and collect assessments from the shareholders in an amourrt sufficient to pay the annual amourits <br />due under the Loan Contract, and to pledge assessmerrt revenues and the Company's right to receive <br />said revenues for repayment of the loan, and <br />3. to place said pledged revenues in a special account separate and apart from other ConnParnr revenues, <br />and <br />4. to make the annual payments required by the promissory note and to make annual deposits to a debt <br />senrice reserve fund, and <br />5 to pledge the Company's irrterest in the project, induding appro~amately 24,000 feet of pipeline and <br />associated access easements, as collateral for the loan and execute all documents, induding a secx~rity <br />agreement and deed of trust, necessary to convey a security interest in said property to the CWCB, and <br />6. to execute all documerrts as required by the loan contract, inGuding, but not limited to, a Security <br />Agreement and a Promissory Note, anct <br />7. to take such other actions and to execute such other documents as may be necessary to consummate <br />and implement the loan. <br />CERTIFICATION <br />THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE <br />FOREGONVG ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF <br />THE COMPANY'S BOARD OF DIRECTORS DULY CALLED AND HElD AS ABOVE RECITED, PURSUANT TO <br />THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NO~BEEN A OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE ~ DAY OFN~ {~~= 2006. <br />(SEAL) <br />ATTEST: <br />By ~rc~ ~- Z~ru.l~. <br />Oran R. White, Secretary-Treasurer <br />Appendix A <br />Loan Contract C150185 Amendment No. 1 <br />Page 1 of 1 <br />