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0 <br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF THE BOULDER AND WHITE ROCK DITCH AND RESERVOIR COMPANY <br />The Board of Directors of the Boulder and White Rock Ditch and Reservoir Company <br />(Company), at a meeting held DeC. 1 2009, at �c`Yv(omai Colorado, adopted the following <br />resolutions concerning a secured loan from the State of Colorado Water Conservation Board <br />(CWCB), for the purpose of construction of the Panama Reservoir Outlet Project in the amount of <br />$2,430,060 or such actual amount, more or less, as may be needed by the Company and <br />available from the CWCB 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 <br />term of the loan and, pursuant to the Company's bylaws, authorized the President and <br />Corporate Secretary, RESOLVED as follows. <br />1. to enter into and comply with the terms of a contract and loan contract amendment (hereinafter <br />"Loan Contract') with the Colorado Water Conservation Board for a loan in the amount of <br />$2,864,164, or such actual amount, more or less, as needed to finance the project costs, <br />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 <br />annual amounts due under the Loan Contract, and to pledge assessment revenues and the <br />Company's 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 Company's rights and interest in the Panama Reservoir as collateral for the loan <br />and execute all documents, including an amended Deed of Trust, necessary to convey a <br />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, an <br />amended 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 BEENMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE l DAY OFD � L w 2009. <br />(SEAL) <br />ATTEST: <br />By <br />Dan Grant, Secretary/Treasurer <br />By <br />OL�� — <br />0 ff Julius Van Thuyne, Jr., resi <br />Appendix A to Loan Contract C150279 Amendment No. 1 <br />