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RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> OF THE WESTERN MUTUAL DITCH COMPANY <br /> The Board of Directors of the Western Mutual Ditch Company (Company), at a meeting held <br /> uC OSt 1 1 , 1998, at 1.._(1a I IP_ , Colorado, adopted the <br /> followtig resolutions concerning a loan in the amount of up to $100,000, not to exceed 75% <br /> of actual construction costs, from the State of Colorado Water Conservation Board (CWCB), <br /> for the purpose of rehabilitating the Company's check structure on the South Platte River. <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 up to $100,000, and <br /> 2. RESOLVED, to levy and collect assessments from the shareholders in an amount sufficient <br /> to pay 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 loan, and <br /> 3. RESOLVED, to place said pledged revenues in a special account separate and apart from <br /> other COMPANY revenues, and • <br /> 4. RESOLVED, to make the annual payments required by the promissory note and to make <br /> annual deposits to a debt service reserve fund, and PA <br /> IN <br /> FULL <br /> 5. RESOLVED, to obtain a certificate of deposit in the amount of one annual loan payment to <br /> serve as collateral and to execute an Assignment of Certificate of Deposit, and <br /> 6. RESOLVED, to execute all documents as required by the loan contract, including, but not <br /> limited to, a Security Agreement, Assignment Of Deposit Account As Security, and a <br /> Promissory Note, and <br /> 7. RESOLVED, to take such other actions and to execute such other documents 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 <br /> THE 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 COMPANY'S <br /> BYLAWS, ANb THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE ( �' DAY OF 14 a(j Lt.S!1 <br /> , 1998. <br /> ( SEAL ) ByWzeV <br /> Frank Eckhardt, Jr., President <br /> ATTEST: <br /> By')L£ 3/)( \ C 0/710 I--td (- <br /> Corporate <br /> Corporate Secretary <br /> Appendix 1(b) to Loan Contract C153857 <br />