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e . MINUTES OF SPECIAL MEETING OF THE BOARD OF DIRECTORS OF THE OVERLAND DITCH AND RESERVOIR COMPANY The Board of Directors of the Overland Ditch and Reservoir Company, a Colorado non-profit- corporation, met in special meeting on Saturday, September 10, 1988 at the law offices of Brown and Brown in Delta, Colorado. The meeting was convened by President Peter Kasper at 9:00 o'clock A.M. All of the directors were present, namely, Peter Kasper, Nomi Gray, Billy Varner, Marvin White, and Dan Hawkins. All of the directors signed a Waiver of Notice for the meeting. The first item of busines@ was consideration of the Loan Repurchase Contract with the Colorado Water Conservation Board to borrow $541,946.85 for the purpose of repurchasing the Company's Bureau of Reclamation Loan pursuant to Section 5301 of the Federal Budget Reconciliation Act of 1987. Director Dan Hawkins read and introduced the Resolution attached hereto and moved its adoption for the approval of the Loan Contract. Director Nomi Gray seconded the motion, which motion carried upon a vote duly taken. . Attorney Brown then reviewed with the Board the documents required to complete the transaction with CWCB. The Water Board has req~ired that the Company grant a security interest in all revenues derived from assessments for the repayment of the indebtedness and a security agreement and financing statement had been prepared for this purpose. In addition, CWCB has required tl1e conveyance of all of the Reservoir, the inlet and outlet structures to the State to secure the indebtedness. The State indicates that this conveyance is required pursuant to C.R.S. 37-60-120. Attorney Brown also pointed out that tbe original contract with the Colorado Water Conservation Board from July of 1979 required the Company to convey an undivided one-half interest in the Overland Reservoir as security for that loan. Since the conveyance had not actually occurred, the deed which has now been prepared is for the full interest in the Reservoir fulfilling the requirement of the original contract as well as adding additional security for the new loan. Following this discussion, Director Billy Varner moved that the officers of the corporation be authorized and directed to execute on behalf of the Company the Uniform Commercial Code Security Agreement and Financing Statement pledging the revenues from assessments on stock to repay indebtedness on the Overland Reservoir to the Colorado Water Conservation Board and the Special Warranty Deed conveying the Overland Reservoir and the inlet and outlet structures as collateral for tbe loan. Director Marvin White seconded the motion and the same was carried upon a vote duly taken.