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<br /> RESOLUTIONS OF THE BOARD OF DIRECTORS
<br /> OF THE PEOPLES DITCH COMPANY
<br /> ``The Board of Directors of the Peoples Ditch Company (Company), at a meeting held
<br /> \\ca, ,66. , 2000, at .'--1 .-.,,,, , wc� , Colorado, adopted the following resolutions
<br /> concerning a loan in the amount of up to $43,000, from the State of Colorado Water
<br /> Conservation Board (CWCB), for the purpose of constructing a pipeline to replace the
<br /> Company's washed out ditch and diversion structure.
<br /> At said meeting, the Board charged that these resolutions are irrepealable during the term of
<br /> the loan and, pursuant to the Company's bylaws, authorized the President and Corporate
<br /> Secretary as follows.
<br /> 1. RESOLVED, to enter into and comply with the terms of a contract with the Colorado Water
<br /> Conservation Board for a loan in the amount of $43,000, or such actual amount, more or
<br /> less, as needed to finance the project costs, and
<br /> 2. RESOLVED, to levy and collect assessments from the stockholders in an amount sufficient
<br /> to pay 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 loan, and
<br /> 3. RESOLVED, to place said pledged revenues in a special account separate and apart from
<br /> other COMPANY revenues, and
<br /> 4. RESOLVED, to make the annual payments required by the promissory note and to make
<br /> annual deposits to a debt service reserve fund, and
<br /> 5. RESOLVED, to obtain a certificate of deposit in the amount of one annual loan payment to
<br /> serve as collateral and to execute an Assignment of Certificate of Deposit, and
<br /> 6. RESOLVED, to execute all documents as required by the loan contract, including, but not
<br /> limited to, a Security Agreement, Assignment Of Deposit Account As Security, and a
<br /> Promissory Note, and --
<br /> 7. RESOLVED, to take such other actions and to execute such other documents as may be
<br /> necessary to consummate and implement the loan.
<br /> CERTIFICATION
<br /> THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY, RESPECTIVELY, HEREBY CERTIFY THAT
<br /> THE 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 COMPANY'S
<br /> 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 ■ •, L\itt,-L,N. 2000.
<br /> ,T
<br /> ',.t. BA L.,),,- By _JA 4..410
<br /> _ President
<br /> ATf-EST' f
<br /> /t '� ?- ^y
<br /> By" . . ' , . / �� ./,
<br /> 'Corporate S-cretary
<br /> Appendix 1 b to Loan Contract C150049
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