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<br /> <br />'. <br /> <br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF LOWER LATHAM RESERVOIR COMPANY <br /> <br />. The Board of Directors of Lower Latham Reservoir Company (Company), at a meeting <br />held ~I. 2f, 2007, at 6r~"-/e-# ' Colorado, adopted the following resolutions concerning a <br />secured loan from the State of 'Colorado Water Conservation Board (CWCB), for the purpose of <br />acquiring surface water rights and installing a flow measuring and monitoring system in the amount <br />of $1,994,596 or such actual amount, more or less, as may be needed by the Company and <br />available from the CWCB including the CWCB loan origination fee of 1 % of the loan amount. <br />At said meeting, the Board charged that these resolutions are irrepealable during the term <br />of the loan and, pursuant to the Company's bylaws, authorized the President and Corporate <br />Secretary, 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 $1,994,596, 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. if Company revenues are insufficient to cover annual amounts due under the Loan Contract, to <br />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 Company's <br />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 pledge the water rights, consisting of 6 shares of the Lower Latham Ditch Company, as <br />collateral for the loan and execute all documents, including a security agreement and deed of <br />trust, necessary to convey a security interest in said property to the CWCB, <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 RESOLUTIONS 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 ~EE~MENDED OR RESCI~DED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THEZ7 DAY OF ~tt.. 1 ~007. <br /> <br /> <br />By ~. <br /> <br />(SEAL) <br /> <br />/1 -L-/ <br /> <br />Dennis Hoshiko, President <br /> <br />ATTEST: <br />. .- /, /I / ..-/ <br />By ~~L/'~ ~~~ <br />Kevin Chesnut, Corporate Secretary <br /> <br />Appendix 3 to Loan Contract C150253 <br />