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<br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF THE SPRING DALE DITCH COMPANY <br /> <br />The Board of Directors of The Spring Dale Ditch Company (Company), at a <br />meeting held , 2003, at Sterling, Colorado, adopted the following <br />resolutions concerning a secured loan from the State of Colorado Water Conservation <br />Board (CWCB), for the purpose of constructing a well augmentation project in the <br />amount of $121,500 or such actual amount, more or less, as may be needed by the <br />Company and available from the CWCB, in addition to the CWCB's loan service fee of <br />1 % of the loan amount. <br /> <br />At a meeting held March 18, 2003, the shareholders authorized the company to <br />borrower the funds from the CWCB and, pursuant to the Company's bylaws, authorized <br />the Board of Directors 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 secured loan in the amount of $121,500 plusthe CWCB's <br />loan service fee of 1 %" or such actual amount, more or less, as needed to finance <br />the project costs, and <br /> <br />2. levy and collect assessments from the Stockholders in an amount sufficient to pay <br />the annual amounts due under. the Loan Contract, and to pledge assessment <br />revenues and the Company's right to receive said revenues for repayment of the <br />loan, and <br /> <br />3. place said pledged revenues in a special account separate and apart from other <br />COMPANY revenues, and <br /> <br />4. make the annual payments required by the promissory note and to make annual <br />deposits to a debt service reserve fund, and <br /> <br />5. execute a deed of trust to convey a security interest to the CWCB in the Company's <br />diversion structure located on the South Platte River, and <br /> <br />6. execute all documents as required by the loan contract, including, but not limited to, <br />a Security Agreement and a Promissory Note, and <br /> <br />7. take such other actions and to execute such other documents as may be necessary <br />to consummate and implement the loan. <br /> <br />CERTIFICATION <br /> <br />THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY, RESPECTIVELY, <br />HEREBY CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS <br />DULY ADOPTED AT A MEETING OF THE COMPANY'S STOCKHOLDERS DULY CALLED AND HELD <br />AS ABOVE RECITED, PURSUANT TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS <br />HAVE NOT BEEN AMENDED OR RESCINDED. GIVEN UNDER OUR HANDS AND THE SEAL OF THE <br />COMPANY ONCl \ \..~ I.S , 2003. <br /> <br />CORPORATE <br />SEAL <br /> <br />B~~~-.J <br />Leon Fritzler, Ident <br /> <br />ATTEST: <br /> <br /> <br />Appendix 3 to Loan Contract C150145 <br />