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<br />RESOLVED, that the shareholders of the Trinchera Irrigation <br />Company authorize the officerG and directors of the Trinchera <br />Irrigation Company to enter into the Project Contract and <br />Promissory Note with the state of Colorado for the use and benefit <br />of the Department of Natural Resources (Colorado Water Conservation <br />Board) attached hereto, along vith any associated documents, and <br />the officers and directors of t~e Trinchera Irrigation Company are <br />authorized and directed to borrow from the State of Colorado and/or <br />its departments and agencies up to One Million Dollars ($1,000,000) <br />at an interest rate of one percent (1%) per annum to be repaid in <br />annual amortized installments over a period of forty years AND <br />THEREFORE BE IT FURTHER RESOLVED that the Board of Directors is <br />authorized, directed and empowered now and hereafter, to authorize, <br />direct, and empower the President, with or without the Secretary of <br />Trinchera Irrigation Company, o~ such other officer or officers as <br />the Board may appoint or.authorize to take said actions, to execute <br />for and on behalf of Trinchera Irrigation Company (1) the Project <br />contract and Promissory Note, (2) Termination Gontract that is an <br />attachment to the Project Contract and Promissory Note, (3) Uniform <br />Commercial Code Financing Stat~ment, (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 documents as may be reasonably necessary, appropriate, <br />helpful, or convenient in their absolute discretion to consummate <br />the borrowing of funds from t~e Colorado Department of Natural <br />Resources (Colorado Water Conservation Board) up to the amount of <br />One Million Dollars ($1,000,000) as provided in the attached <br />Project Contract and Promissory Note, including, but not limited <br />to, the express power and authority to execute contracts, with the <br />Colorado Department of Natural Resources (Colorado Water <br />Conservation Board) and such other and further documents as the <br />President, or such other officer or officers that the Board may <br />appoint or authorize to take said actions, 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, or such other officer or officers that <br />the Board may appoint or autnorize to take said actions, may <br />determine in his absolute discretion to be required to consummate <br />the aforesaid transaction. <br /> <br />FURTHER RESOLVED that the Board of Directors is authorized, <br />directed and empowered to authorize and direct the President, with <br />or without the Secretary of Trinchera Irrigation Company, or such <br />other officer or officers the Board may appoint or authorize to <br />take said actions, 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 Board or the <br />appointed officer or officers deem(s) advisable, in his or their <br />sole and absolute discretion, including, but not limited to, the <br />addition or deletion of collateral for the Promissory Note that is <br />the subject of the Uniform Commercial Code Financing Statement, <br />Uniform Commercial Code Security Agreement and/or Deed of Trust. <br /> <br />EXHIBIT D <br />