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RESOLUTIONS OF THE SHAREHOLDERS <br />OF GREELEY IRRIGATION COMPANY <br />The Shareholders of Greeley Irrigation Company (Company), at a Shareholders' meeting <br />held February 6, 2007, 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 />rehabilitating and upgrading the Greeley Canal No. 3 in the amount of $2,233,867 or such actual <br />amount, more or less, as may be needed by the Company and available from the CWCB including <br />the CWCB loan 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 $2,233,867, or such actual amount, more or less, as needed <br />to 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 <br />annual amounts due under the Loan Contract, and to pledge assessment revenues and the <br />Company's 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 execute all documents as required by the loan contract, including, but not limited to, a <br />Security Agreement and a Promissory Note, and <br />6. 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 <br />A MEETING OF THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, <br />PURSUANT TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR <br />RESCINDED. <br />GIVEN; UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 27TH DAY OF FEBRUARY, 2007. <br />( �S EA'L) J <br />L ord elift, President <br />Donna Coble, Secretary/Treasurer <br />Appendix 3a to Loan Contract C150239 <br />