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RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> OF THE UPPER PLATTE AND BEAVER CANAL COMPANY <br /> The Board of Directors of The Upper Platte and Beaver Canal Company (Company), at <br /> a meeting held JuLLj &2 , 2003, at Brush, 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 augment Xot3 p oject on Badger <br /> Creek in the amount of $67,500 or such actual amount, m r roc:t ss a ay be <br /> needed by the Company and available from the CWCB, in a i$opl to. hq".C CB's <br /> loan service fee of 1% of the loan amount. <br /> Pursuant to the Company's articles of incorporgpo and j ecifically <br /> Article I, Section 2 of the bylaws, the President and Corpoiate., ear a e -, -by <br /> authorized and directed to: <br /> 1. enter into and comply with the terms of a contract with the Colorado "" er <br /> Conservation Board for a secured loan in the amount of $67,500 plus the 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 /> 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 /> 3. place said pledged revenues in a special account separate and apart from other <br /> COMPANY revenues, and <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 /> 5. execute a deed of trust to convey a security interest to the CWCB in the Company's <br /> South Platte River diversion structure, and <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 /> 7. take such other actions and to execute such other documents as may be necessary <br /> to consummate and implement the loan. <br /> In order to secure the payment of the secured loan provided for herein, this Resolution <br /> is, and shall be irrepealable during the term of said secured loan. <br /> CERTIFICATION <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. <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY ON 7 — d , 2003. <br /> By . " �, u, 1 i. ) 1, _ <br /> ,..._--- <br /> ( SEAL ) Philip Mortensen, President <br /> ATTEST: <br /> 3By %(-t-/c, 41,c,/..41._k___Larry Johnson, orporate Secretary <br />