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<br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF THE LARIMER & WELD IRRIGATION COMPANY <br /> <br />The Board of Directors of the Larimer & Weld Irrigation Company (Company), a meeting <br />held 0 ~l (...4, ...."i , ~ at E" 41"-.. , Colorado, adopted the following resolutions concerning a <br />secured loan from the State of Colorado Water Conservation Board (CWCB), for the purpose of <br />the reconstruction of several structures on the Larimer & Weld Ditch in the amount of $1,515,000 <br />or such actual amount, more or less, as may be needed by the Company and available from the <br />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 />2. 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 $1,515,000, 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 />3. 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 Company's <br />right to receive said revenues for repayment of the loan, and <br />4. to place said pledged revenues in a special account separate and apart from other COMPANY <br />revenues, and <br />5. to make the annual payments required by the promissory note and to make annual deposits to <br />a debt service reserve fund, and <br />6. to pledge the reconstruction project, consisting of Lake Lee Dam equalizer check structure, the <br />Big Windsor Reservoir check and inlet structure, and the Finley check structure" as collateral <br />for the loan and execute all documents, including a security agreement and deed of trust, <br />necessary to convey a security interest in said property to the CWCB, <br />7. 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 />8. 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 />r:COIl4PAt>J.Y~s,a::LAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />/f ~G'St;~tJ;:D~ OUR HANDS AND THE SEAL OF THE COMPANY THE I r DAY OF Ot',. ~""'.(,.lY 2004. <br />"t..:;:.;::.:,.~ '.>.. ~\ - <br />- '~';;:/: ~..f.~):),::., <br /> <br />,~",tJlJt:<~/ ; <br />"J, Alif!S \\) "", <.1,<f- <br /> <br />'"',#,,, ,ifl I ."".... <br />"",,1. .;. <br />B . <br /> <br /> <br /> <br />Appendix 3b to Loan Contract C150189 <br />