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RESOLUTIONS OF THE STOCKHOLDERS
<br /> OF THE WOODCHUCK DITCH COMPANY
<br /> The Stockholders of the Woodchuck Ditch Company (Company), at a Stockholders' meeting held
<br /> If a y /,, 2000, at Steamboat Springs, Colorado, adopted the following
<br /> resolutions concerning a from 1he State of Colorado Water Conservation Board (State), for the
<br /> purpose of replacing a prtion of the Company's ditch with pipe, in the amount of $40,000 or such
<br /> actual amount, more or I ss, as may be needed by the Company and available from the State for
<br /> up to 25% of the actual p oject costs.
<br /> At said meeting, the Stockholders charged that these resolutions are irrepealable during the term of
<br /> the loan and, pursuant to the Company's bylaws, authorized the Board of Directors and officers as
<br /> follows:
<br /> 1. RESOLVED, to ente into and comply with the terms of a contract with the Colorado Water
<br /> Conservation Board f r a loan in the amount of $40,000, or such actual amount, more or less,
<br /> as needed to finance p to 25% of the project costs, and
<br /> 2. RESOLVED, to levy and collect assessments from the Stockholders in an amount sufficient to
<br /> pay the annual amounts due under the Loan Contract, and to pledge assessment revenues and
<br /> 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 other
<br /> COMPANY revenues, and
<br /> 4. RESOLVED, to make the annual payments required by the promissory note and to make annual
<br /> deposits to a debt service reserve fund, and
<br /> 5. RESOLVED, to obtai a certificate of deposit in the amount of one annual loan payment to serve
<br /> as collateral and to ex cute an Assignment of Certificate of Deposit, and
<br /> 6. RESOLVED, to exec to a deed of trust to convey a it. int e the CWCB in certain
<br /> property owned by th Company, and
<br /> 7. RESOLVED, to execu e all documents as required by the loan con rac , Including, but not limited
<br /> to, a Security Agreem, nt, Assignment Of Depos f A •, t r. y ndt Promissory Note,
<br /> and
<br /> 1.,- 1P F
<br /> 8. RESOLVED, to take such other actions and to execute such nts as may be
<br /> necessary to consummate and implement the loan.
<br /> CERTIFICATION
<br /> THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY THAT
<br /> THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE
<br /> COMPANY'S STOCKHOLDER` 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 AN a THE SEAL OF THE COMPANY THE /,2 f12 DAY OF no I/ 2000.
<br /> J
<br /> By1 i -.yc
<br /> iae
<br /> ( SEAL ) oe Zimmerman, President
<br /> ATTEST:
<br /> IL/ _ -- idL li ')•t' i i
<br /> Cor.o,rate Secretary
<br /> Appendix 1 to Loan Contract C150041
<br />
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