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RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF HEADGATE 135 LATERAL, INC. <br />The Board of Dire�tors of Headgate 135 Lateral, Inc. (Company), at a meeting heid <br />y� �/s - o , 2008, at �� �' - , Colorado, adopted the foliowing resolutions conceming a secured <br />loan from the State of Colorado Water Conservation Board (CWCB), for the purpose of <br />construction of the Headgate 135 Pipeline Project in the amount of $262,600 or such a�tuai <br />amount, more or less, as may be needed by the Company and available from the CWCB <br />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, author'rzed 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 $262,600, or such actual amount, more or less, as needed to <br />finance the project costs, including the CWCB loan origination fee of 1%, and <br />2. to levy and collect assessments and user fees from the shareholders in an amount su�cient to <br />pay the annual amounts due under the Loan Contract, and to pledge assessment revenues, <br />user fees and the Company's right to receive said revenues and user fees for repayment of the <br />loan, and <br />3. to place said pledged revenues and user fees in a special account separa#e and apart from <br />other ConnPa,NY 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 Company's interest in the Project, including approximately 4,800 feet of pipeline <br />and associated access easements as collateral for the loan and execute all documents, <br />including a security agreement and deed of tnast, necessary to convey a security interest in said <br />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 docurnents 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 RDOPTED AT A MEE?ING 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 />CzIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE � DAY OF `� 2008. <br />� <br />(SEAL) <br />By i <br />Gordon Barker, President <br />ATTFST: <br />� ��� �� <br />��._._ (.�,�.� , <br />Carolyn Bak , Corporate Secretary <br />Appendix 3 to Loan Contract C150270 <br />