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<br />RESOLUTIONS OF THE BOARD OF DIRECTORS
<br />OF THE PEOPLES DITCH COMPANY
<br />
<br />The Board of Directors of the Peoples Ditch Company (Company), at a meeting held
<br />~)~~"';A. ~ ~, 2000, at ~~~, \l\.c.., ,Colorado, adopted the following resolutions
<br />concerning a loan in the amount of up to $43,000, from the State of Colorado Water
<br />Conservation Board (CWCB), for the purpose of constructing a pipeline to replace the
<br />Company's washed out ditch and diversion structure.
<br />
<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 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 Joan 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 Joan.
<br />
<br />CERTIFICATION
<br />
<br />THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY, RESPECTIVELY, HEREBY CERTIFY THAT
<br />THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE
<br />COMPANY'S BOARD OF DIRECTORS 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 />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE -:l..-. , DAY OF ~"\~ ..>.AA.~~ 2000.
<br />
<br />! -, ; - ~ .! .
<br />t" -, ,..-,
<br />
<br />< (:SE'A ~,L
<br />
<br />:s~~~
<br />
<br />By
<br />
<br />~4~~{(J)3~
<br />President
<br />
<br />.,.-.....
<br />
<br />Appendix 1 b to Loan Contract C150049
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