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<br />" , <br /> <br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> <br />OF LINCOLN PARK CROOKED DITCH COMPANY <br /> <br />The Board of Directors of Lincoln Park Crooked Ditch Company (Company), at a meeting <br />held ~ 2006, at · , Colorado, adopted the following resolutions concerning a <br />secur~ from the State of Col rado Water Conservation Board (CWCB), for the purpose of <br />rehabilitating the Crooked Ditch in the amount of $1,818,000 or such actual amount, more or <br />less, as may be needed by the Company and available from the CWCB including the CWCB loan <br />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 $1,818,000, 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 />2. 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 />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 undivided one hundred percent (100%) interest in the Crooked Ditch, including the <br />water rights associated with or decreed to Borrower and its interest in the South Canon Ditch, <br />as collateral for the loan and execute all documents, including a security agreement and deed <br />of 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 BEEN AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE ~ DAY OF O::..:--fc loW 2006. <br /> <br />By <br /> <br />~~ <br /> <br />(SEAL) <br /> <br />AI Cole, President <br /> <br />ATTEST: <br />By O~ D6 ~IWA.. <br />1)"", ~.,.;{, Corporate Secretary <br /> <br />Appendix 3 to Loan Contract C150230 <br />