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<br />RESOLUTIONS OF THE BOARD OF DiRECTORS <br />OF THE SOUTH SIDE DITCH COMPANY <br /> <br />The Board of Directors of the South Side Ditch Company (Company), a meeting held February 10. <br />2003, at Loveland, Colorado, adopted the following resolutions concerning a secured loan from the <br />State of Colorado Water Conservation Board (CWCS). for the purpose of rehabilitation of certain <br />components of the ditch system including certain hydraulic structures and lining portions of the <br />ditch, in the amount of $72,000 or such actual amount, more or less, as may be needed by the <br />Company and avallable from the cwes, in addition to the CWCS loan origination fee in the <br />amount of 1 % of the loan amount <br />At said meeting, the Board charged that these resolutions are irrepealable during the term of <br />the loan and, pursuant to the Company's bylaws, authorized the President and Corporate <br />Secretary, RESOLVED as foUows- <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 $72,000, or such actual amount, more or less, as needed to <br />finance the project costs, plus the CWDB loan origination fee of 1 % of the loan amount 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 <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 a deed of trust to convey a security interest to the CWCB in the Company's ditch <br />system including certain hydraulic structures and portions of the ditch that is relined with the <br />cwes loan, 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 UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE <br />FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTlONS DULY ADOPTED AT A MEETING OF THE <br />COMPANY'S BOARD OF DIRECTORS DULY CAlLED AND HELD AS ABOVE RECITED, PURSUANT TO THE <br />COMPANY'S BYlAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 10ffi DAY OF FEBRUARY, 2003. <br /> <br />By <br /> <br />John A. Whiteside, President <br /> <br />ATTEST: <br /> <br />By <br />Jon 1. Stephens, Corporate Secretary <br /> <br />(SEAL) <br />