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<br />
<br />RESOLUTIONS OF THE SHAREHOLDERS
<br />OF THE PLUMB & DAILEY DITCH COMPANY
<br />
<br />The Shareholders of the Plumb & Dailey Ditch Company (Company), at a Shareholders' meeting held
<br />March 22, 2000, at Longmont, Colorado, adopted the following resolutions concerning a loan from the State
<br />of Colorado Water Conservation Board (State), for the purpose of rehabilitating the diversion structure, in
<br />the amount of $60,000,00 or such actual amount, more or less, as may be needed by the Company and
<br />available from the State for up to 90% of the actual project costs.
<br />
<br />At said meeting, the Shareholders charged that these resolutions are irrepealable during the term of the loan
<br />and, pursuant to the Company's bylaws, authorized the Board of Directors and officers as follows:
<br />
<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 $60,000,00, or such actual amount, more or
<br />less, as needed to finance up to 90% of the project costs, and
<br />
<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 revenues and the
<br />Company's right to receive said revenues for repayment of the loan, and
<br />
<br />3. RESOLVED, to place said pledged revenues in a special account separate and apart from
<br />other Company revenues, and
<br />
<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
<br />
<br />5, RESOLVED, to pledge certain property of the Company as collateral for the loan and execute
<br />documents necessary to convey a security interest in said property to the CWCB, and
<br />
<br />6. RESOLVED, to execute all documents as required by the loan contract, including, but not limited
<br />to, a Security Agreement, Assignment of Deposit Account as Security, and a Promissory Note, and
<br />
<br />7, RESOLVED, to take such other actions and execute such other documents as may be necessary to
<br />consummate and implement the loan.
<br />
<br />CERTIFICATION
<br />
<br />THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY
<br />CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED
<br />AT A MEETING OF THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED,
<br />PURSUANT TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED
<br />OR RESCINDED.
<br />.J .
<br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE .),) - DAY OF ;V1.trJ,.. 2000.
<br />
<br />By .A: I.-U//ku.a.
<br />Les Williams, President
<br />
<br />(SEAL)
<br />
<br />ATTEST:
<br />
<br />By '-7J1 ~....,ur- /L,;..e
<br />Maret Hill, Corporate Secretary
<br />
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