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<br />RESOLUTION OF THE BOARD OF DIRECTORS <br /> <br />OF THE WINDSOR RESERVOIR AND CANAL COMPANY <br /> <br />The Board of irectors of the Windsor Reservoir and Canal Company (Company), at <br />a meeting held ;' - ~~ 2003, at Eaton, Colorado, adopted the following <br />resolutions approving an increase of $301.500 to the existing $2,357,000 secured loan <br />from the State of Colorado Water Conservation Board (CWCB), for a total loan amount of <br />$2,658,500 or such actual amount, more or less, as may be needed by the Company and <br />available from the CWCB for actual project costs. <br />At said meeting, the Board charged that these resolutions are irrepealable during the <br />term of the loan and, pursuant to the Company's articles of incorporation and bylaws, <br />authorized the President and Corporate Secretary, RESOLVED as follows. <br />1. 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 $2,658,50Q, or such actual amount, more <br />or less, as needed to finance the project costs, 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 <br />the 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 make annual <br />deposits to a debt service reserve fund, and <br />1. to execute an Amendment No.2 to Deed of Trust, necessary to convey a security <br />interest in said property to the CWCB, and <br />5. to execute all documents as required by the loan contract, including, but not limited to, a <br />Security Agreement and a Promissory Note, and <br />6. 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 /> <br />The undersigned, respectively, the President and Secretary of the Company, hereby certify <br />that the foregoing are true and correct copies of resolutions duly adopted at a meeting of the <br />Company's shareholders 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bylaws, and that said resolutions have not been amended or rescinded.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 AND THE SEAL OF THE COMPANY THE LL DAY OF +....-..~ 2003. <br /> <br />WINDSOR RESERVOIR AND CANAL COMPANY <br /> <br />By <br /> <br /> <br />CORPORATE <br />SEAL <br /> <br /> <br />Appendix A to Loan Contract C153725 Amendment No.2 <br />