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RESOLUTIONS OF THE BOARD OF DIRECTORS
<br /> OF THE WOODCHUCK DITCH COMPANY
<br /> The Board of Directors of the Woodchuck Ditch Company (Company), at a meeting held
<br /> Ma y /,, , 2000, at Steamboat Springs, Colorado, adopted the following resolutions
<br /> conc'rning a loan in the amount of up to $40,000, not to exceed 25% of actual construction
<br /> costs, from the State of Colorado Water Conservation Board (CWCB), for the purpose of
<br /> replacing a portion of the Company's ditch with pipe.
<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 $40,000, or such actual amount, more or less,
<br /> as needed to finance up 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 obtain 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 De osit, and
<br /> 6. RESOLVED, to exec to a deed of trust to convey a secu t es othe CWCB in certain
<br /> property owned by th Company, and .t#
<br /> 7. RESOLVED, to execute all documents as required t I n contract,I t ding, but not limited
<br /> to, a Security Agreement, Assignment Of Deposit c As . , and a Promissory Note,
<br /> „, ,
<br /> and �:,, '
<br /> 8. RESOLVED, to take such other actions and to execute such other } it 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 THE
<br /> FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S
<br /> BOARD OF DIRECTORS DULYALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S BYLAWS, AND
<br /> THAT SAID RESOLUTIONS HAV NOT BEEN AMENDED OR RESCINDED. /
<br /> GIVEN UNDER OUR HANDS AN THE SEAL OF THE COMPANY THE /,',Z 1,4 DAY OF nay 2000.
<br /> By err Z�
<br /> ( SEAL ) Joe Zimmerman, President
<br /> ATTEST:
<br /> By a,'n,i V) . :t, , 1'
<br /> Corp rate Secreta
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