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<br />. . <br /> <br />'. <br /> <br />RESOLUTIONS OF THE SHAREHOLDERS <br /> <br />OF THE TILTON LATERAL, INC. <br /> <br />The Shareholders of the Tilton Lateral, Inc. (Company), at a Shareholders' meeting held <br />De ~ 7 , 2002, at Grand Junction, Colorado, adopted the following resolutions <br />concerning a secured loan from the State of Colorado Water Conservation Board (CWCB), for <br />the purpose of rehabilitation of the Tilton Lateral, in the amount of $100,000 or such actual <br />amount, more or less, as may be needed by the Company and available from the CWCs. <br /> <br />At said meeting, the Shareholders charged that these resolutions are irrepealable during the <br />term of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors <br />and officers, RESOLVED as follows: <br /> <br />1. 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 $100,000, or such actual amount, more or <br />less, as needed and available from the CWCB, and <br /> <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 <br />the Company's right to receive said revenues for repayment of the loan, and <br /> <br />3. To place said pledged revenues in a special account separate and apart from other <br />COMPANY revenues, and <br /> <br />4. To make the annual payments required by the promissory note and to make annual <br />deposits to adebt service reserve fund, and <br /> <br />5. To obtain a certificate of deposit in the amount of one annual loan payment to serve as <br />collateral and to execute an Assignment of Certificate of Deposit, and <br /> <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 /> <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 /> <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 A MEETING OF <br />THE COMPANY'S SHAREHOLDERS 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 /> <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 7J). DAY OF ~ ( . 2002. <br /> <br />By J~~ <br /> <br />(SEAL) <br /> <br />ATTEST: <br /> <br />By ''I~4?-t-e-~T'~/\.R~' <br />Marianne Traver, Corporate Secretary <br /> <br />David Wens, President <br /> <br />Appendix 3a to Loan Contract C150066 <br />