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<br />RESOLVED, that the shareholders of the Trinchera Irrigation <br />Company have voted in favor of and authorized the Trinchera <br />Irrigation Company to enter into the Project Contract and <br />Promissory Note attached hereto along with any associated documents <br />AND THEREFORE BE IT RESOLVED that the President with or without the <br />Secretary of Trinchera Irrigation Company, be, and the same is now <br />and hereafter, authorized, directed, and empowered to execute for <br />and on behalf of Trinchera Irrigation Company (1) the Project <br />Contract and Promissory Note, (2) Termination Contract, (3) Uniform <br />Commercial Code Financing Statement, (4) Uniform Commercial Code <br />Security Agreement, (5) Deed of Trust encumbering the Mountain Home <br />Reservoir in the form of the Deed of Trust attached hereto, and (6) <br />such other documentation as may be reasonably necessary, <br />appropriate, helpful, or convenient in their absolute discretion to <br />consummate the borrowing of funds from the Colorado Department of <br />Natural Resources (Colorado Water Conservation Board) in a <br />principal amount up to the amount of One Million Dollars <br />($1,000;000) as provided in the attached Project Contract and <br />Promissory Note, including, but not limited to, the express power <br />and authority to execute contracts, with the Colorado Department of <br />Natural Resources (Colorado Water Conservation Board) and such <br />other and further documentation as the President determines in his <br />absolute discretion is advisable, along with the further power and <br />authority to otherwise deal with the Colorado Department of Natural <br />Resources (Colorado Water Conservation Board) in such manner or <br />fashion as the President may determine in his absolute discretion <br />to be required to consummate the aforesaid transaction. <br /> <br />FURTHER RESOLVED that the President, with or without the <br />Secretary of Trinchera Irrigation Company, is authorized, directed <br />and empowered to modify the terms of the Project Contract and <br />Promissory Note, Termination Contract, Uniform Commercial Code <br />Financing Statement, Uniform Commercial Code Security Agreement, <br />Deed of Trust and such other documentation as the President deems <br />advisable, in his sole and absolute discretion, including, but not <br />limited to, the addition or deletion of collateral for the <br />Promissory Note that is the subject of the Uniform commercial Code <br />Financing Statement, Uniform Commercial Code Security Agreement <br />and/or Deed of Trust. This authorization to the President shall <br />include any modification to the Project Contract and Promissory <br />Note so long as the principal amount borrowed does not exceed One <br />Million Dollars ($1,000,000). This authorization shall include the <br />power to modify the schedule of repayment and the amount of <br />interest to be paid on the principal sum. <br /> <br />FURTHER RESOLVED, the Company shall make and levy <br />assessment{s) sufficient to payoff the Project Contract and <br />Promissory Note pursuant to its terms and to discharge the <br />indebtedness represented thereby and to set aside the assessment <br />revenue in a special fund separate and apart from other Company <br />revenues to assure repayment of the revenue to the State. <br /> <br />FURTHER RESOLVED, that the President with or without the <br />Secretary, be, and the same is now and hereafter, authorized, <br /> <br />~. <br />" <br /> <br />EXHIBIT C <br />