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<br />RESOLUTIONS OF THE STOCKHOLDERS
<br />
<br />OF THE PEOPLES DITCH COMPANY
<br />
<br />The Stockholders of the Peoples Ditch Company (Company), at a Stockholders' meeting held
<br />~~~, 2000, at ~..,^\...... 'V\.c:.., Colorado, adopted the following resolutions concerning
<br />a from the State of Colorado Water Con'servation Board (State), for the purpose of constructing a
<br />pipeline to replace the Company's washed-out ditch and diversion, in the amount of $43,000 or
<br />such actual amount, more or less, as may be needed by the Company and available from the
<br />State.
<br />
<br />At said meeting, the Stockholders charged that these resolutions are irrepealable during the term
<br />of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors and
<br />officers as follows:
<br />
<br />1. RESOLVED, to enter into and comply with the terms of a contract with the Colorado Water
<br />Conservation Board for a loan in the amount of $43,000, or such actual amount, more or
<br />less, as needed to finance the project costs, and
<br />
<br />2. RESOLVED, to levy and collect assessments from the stockholders in an amount sufficient
<br />to pay the annual amounts due under the Loan Contract, and to pledge assessment
<br />revenues and the Company's right to receive said revenues for repayment of the loan, and
<br />
<br />3. RESOLVED, to place said pledged revenues in a special account separate and apart from
<br />other COMPANY revenues, and
<br />
<br />4. RESOLVED, to make the annual payments required by the promissory note and to make
<br />annual deposits to a debt service reserve fund, and
<br />
<br />5. RESOLVED, to obtain a certificate of deposit in the amount of one annual loan payment to
<br />serve as collateral and to execute an Assignment of Certificate of Deposit, and
<br />
<br />6. RESOLVED, to execute all documents as required by the loan contract, including, but not
<br />limited to, a Security Agreement, Assignment Of Deposit Account As Security, and a
<br />Promissory Note, and
<br />
<br />7. RESOLVED, to take such other actions and to execute such other documents as may be
<br />necessary to consummate and implement the loan.
<br />
<br />CERTIFICATION
<br />
<br />THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY
<br />THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT AMEETING OF THE
<br />COMPANY'S STOCKHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S
<br />BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.
<br />
<br />GI\lEN~~Nb&Ff?UR HANDS AND THE SEAL OF THE COMPANY THE '".:l..~ DAY OF ",\.0"\~\.tv2000.
<br />
<br />,. {'SE.AL).. By ~c9~ if
<br />i~~g: ,'~:'~;(. . President
<br />By~' V~" ,",:' . ....
<br />. ~~ ,t?bl'pof e Secretary
<br />
<br />,,,/'
<br />
<br />Appendix 1 a to Loan Contract C150049
<br />
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