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<br />. .. .,,' .#t.., <br /> <br />,'-"-::":-, <br />" <br /> <br />. <br />, <br /> <br />EXHIBIT G <br /> <br />MEETING OF <br />THE BOARD OF DIRECTORS <br />OF <br />CLINTON DITCH & RESERVOIR COMPANY <br /> <br />July 29, 1992 <br /> <br />WHEREAS, the board of directors of Clinton Ditch & <br />Reservoir company, a Colorado nonprofit ditch and <br />reservoir company (the wCorporationW) has been presented <br />with a form of Loan Agreement (the WCWCB Loan AgreementW) <br />setting forth the terms and provisions of a loan from the <br />Colorado Water Conservation Board (the "CWCBW) to the <br />Corporation in the amount of $4,735,000. Pursuant to the <br />CWCB Loan Agreement and the Clinton Reservoir - Fraser <br />River Purchasers' Agreement dated July 21, 1992, the loan <br />will be credited to the contribution amounts of certain <br />purchasers of the shares of the Corporation's common <br />stock, will be secured by such shares and will be used for <br />a portion of the purchase price of the Clinton Gulch <br />Reservoir and..certain real property, water rights and <br />personalty appurtenant thereto. <br /> <br />RESOLVED that a copy of the CWCB Loan Agreement <br />presented to the directors shall be retained in the <br />Corporation's records and marked to identify it as the <br />CWCB Loan Agreement referred to in these resolutions; and <br /> <br />FURTHER RESOLVED that the Chairman of the Board, the <br />President or the Vice President of the Corporation, and <br />each of them, be and hereby is authorized to execute and <br />deliver, in the name and on behalf of the Corporation, the <br />CWCB Loan Agreement substantially in the form presented to <br />and reviewed by this board, with such changes as the <br />officer executing the CWCB Loan Agreement shall deem <br />proper, such execution by such officer to be conclusive <br />evidence that such officer deems all of the terms and <br />provisions thereof to be proper; and <br /> <br />FURTHER RESOLVED that the Chairman of the Board, the <br />President or the Vice President of the Corporation, and <br />each of them, be and hereby is authorized to execute and <br />deliver, in the name and on behalf of the Corporation, the <br />two nonrecourse promissory notes in the principal amounts <br />of $615,000 and $4,120,000 to be made by the Corporation <br />and described in and attached to the CWCB Loan Agreement, <br /> <br />I<IlSO/EE3 <br /> <br />G-1 <br />