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RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> OF KERN RESERVOIR AND DITCH COMPANY <br /> The Board of Directors of Kern Reservoir and Ditch Company (Company), at a meeting held <br /> November 19 , 2002, at Windsor, Colorado, adopted the following resolutions concerning a loan in <br /> the amount of up to $1,000,000 from the State of Colorado Water Conservation Board (CWCB), for <br /> rehabilitation of Kern Reservoir. <br /> At said meeting, the Board charged that these resolutions are irrepealable during the term of the <br /> loan and, pursuant to the Company's bylaws, authorized the President and Corporate Secretary, <br /> RESOLVED as follows. <br /> 1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board <br /> for a loan in the amount of $1,000,000, or such actual amount, more or less, as needed to finance <br /> the project costs, and <br /> 2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual <br /> amounts due under the Loan Contract, and to pledge assessment revenues and the Company's <br /> 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 apd to make annual deposits to a <br /> debt service reserve fund, and z - <br /> 5. to execute a deed of trust to convey a security interest to the CWCl irrihe Kern Reservoir owned by <br /> the Company, and <br /> 6. to execute all documents as required by the loan contro',[incl%tding,'but not limited to, a Security <br /> 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, RESPECTIVELY, HEREBY CERTIFY <br /> THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF <br /> THE 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 COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.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 /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 19th DAY OF <br /> November 2002. <br /> Keen � <br /> ( SEAL ) By //}a <br /> W. Way. Miller, President <br /> ATTEST: <br /> I � <br /> i f,, <br /> Julie Chester, Corporate Secretary <br /> Appendix 3a to Loan Contract C150112 <br />