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RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> OF THE OGILVY IRRIGATING AND LAND COMPANY <br /> The Board of Directors of The Ogilvy Irrigating and Land Company (Company), a meeting held <br /> , 2003, at , Colorado, adopted the <br /> following resolutions concerning a secured loan from th6State of Colorado Water Conservation <br /> Board (CWCB), for the purpose of rehabilitation of the Seely Lake Dam, in the amount of <br /> $350,000 or such actual amount, more or less, as may be needed by the Company and <br /> available from the CWCB, in addition to the CWCB's loan service fee in the amount of 1% of <br /> the loan amount. <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, RESOLVED as follows. <br /> 1. to enter into and comply with the terms of a contract with the Colorado Water Conservation <br /> Board for a loan in the amount of $350,000, or such actual amount, more or less, as <br /> needed to finance the project costs, plus the CWCB's loan service fee of 1% of the loan <br /> amount and <br /> 2. to levy and collect assessments from the shareholders in an amount sufficient to pay the <br /> annual amounts due under the Loan Contract, and to pledge assessment revenues and the <br /> Company's 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 <br /> COMPANY revenues, and <br /> 4. to make the annual payments required by the promissory note and to rr ake ar nual deposits <br /> to a debt service reserve fund, and • <br /> 5. to pledge as collateral the Company's Seely Lake and to execute a deed of trus lo'cortvey <br /> a security interest to the CWCB in said property, andK{.. 4" <br /> 6. to execute all documents as required by the loan contract, including, but tilt Ir it d o, a <br /> • <br /> Security Agreement and a Promissory Note, and ..a <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 HEREBY CERTIFY THAT THE <br /> 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 <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 a"-� DAY OF dr2-€1-s 7 2003. <br /> ( SEAL ) - <br /> By 4 <br /> Jack Holman, President <br /> ATTEST: <br /> .' <br /> oyce-Amun son, Corporate Secretary <br /> Appendix 3 to Loan Contract C150148 <br />