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RESOLUTIONS OF THE SHAREHOLDERS OF WELDON VALLEY DITCH COMPANY � The Shareholders of Weldon Valley Ditch Company (Company), at a Shareholders' meeting held �� g��', 2009, at UJit L� 1 Colorado, adopted the following resolutions concerning a secured loan from the State of Colorado Water Conservation Board (CWCB), for the purpose of making improvements to the Cottonwood Draw Flume in the amount of $136,350 or such actual amount, more or less, as may be needed by the Company and available from the CWCB 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: 2 3 4. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a loan in the amount of $136,350, or such actual amount, more or less, as needed to finance the project costs, including the CWCB loan origination fee of 1%, and to levy and collect assessments from the shareholders 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 to place said pledged revenues in a special account separate and apart from other CoMPaNY revenues, and to make the annual payments required by the promissory note and to make annual deposits to a debt service reserve fund, and 5. to execute all documents as required by the loan contract, including, but not limited to, a Security Agreement and a Promissory Note, and 6. 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 M.F_ETlNG OF THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT 70 THE COMPANY�S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE � DAY OF �d(ti'a�,�_ 2009. (SEAL) ATTES ' 4 By -c'� �,---, Eric R. Christens n, Corporate Secretary � � By + ' y J. Lorenz i, President r Appendix 3a to Loan Contract C150278