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ReSOLUTIONS OF THE SHAREHOLDERS OF THE HEADGATE 396 LATERAL CORPORATION The Shareholders of T~e Headgate 396 !-ateral Corporation (Company), at. a Shareholders' meeting held ~~ 1 . 2007. at~Colorado. adopted the follOWIng resolutions concerning a secured loan from the State of Colorado Water Conservation Board (CWCS). for the purpose of construction of the a new pipeline to increase ditch efficiency and reduce salinity impacts in the Colorado River in the amount of $232,300 or such actual amount, more or less, as may be needed by the Company and available from the CWCS including the CWCB loan origination fee of 1 % of the loan amount. At said meeting. the Shareholders charged that these resolutions are irrepealable during the term of the loan and. pursuant to the Company's bylaws, authorized the Board of Directors and officers. RESOLVED as follows: 1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a loan in the amount of $232.300. or such actual amount. more or less. as needed to finance the project costs, including the CWCS loan origination fee of 1 %. and 2. to levy and collect assessments from the sharehQlders in an amount sufficient to pay the annual amounts due under the Loan Contract. and to pledge assessment revenues and the Company's right to receive said revenues for repayment of the loan, and 3. to place said pledged revenues in a special account separate and apart from other CoMPANY revenues, and 4. to make the annual payments required by the promissory note and to make annual deposits to a debt service reserve fund, and 5. to pledge the Company's interest in the Project, including approximately 7.000 feet of pipeline and assooiated access easements, ascolrateral for the loan and execute all documents. including a security agreement and deed of trust, necessary to convey a security interest in said property to the CWCB, 6. to execute all documents as required by the loan contract, including. but not limited to. a Security Agreement and a Promissory Note, and 7. to take such other actions and to execute such other documents as may be necessary to consummate and implement the loan. CERTIFICATION THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMEN ED OR RESCINDED. GIVEN UNDE~ OUR HANDS AND THE SEAL OF THE COMPANY DAY OF 2007. , (S.EA L) By cX-~~ Dave McDonaJd, President ATT~~":__~ ''V '. . ,", By (1./fJJ V C .(;-t/J ~ ) "\ <..1ZL/eL<Zt \,k,\...{fj,,\Jit":\:J' > \2Q>,~J2.,.V, Secretary - Treasurer Appendix 3a to Loan Contract C150234