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<br />RESOLUTIONS OF THE SHAREHOLDERS
<br />OF THE PLUMB & DAILEY DITCH COMPANY
<br />
<br />The Shareholders of the Plumb & Dailey Ditch Company (Company), at a Shareholders' meeting held
<br />March 22, 2000, at Longmont, Colorado, adopted the following resolutions concerning a loan from the State
<br />of Colorado Water Conservation Board (State), for the purpose of rehabilitating the diversion structure, in
<br />the amount of $60,000.00 or such actual amount, more or less, as may be needed by the Company and
<br />available from the State for up to 90% of the actual project costs,
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<br />At said meeting, the Shareholders charged that these resolutions are irrepealable during the term ofthe loan
<br />and, pursuant to the Company's bylaws, authorized the Board of Directors and officers as follows:
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<br />J.
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<br />RESOLVED, 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 $60,000.00, or such actual amount, more or
<br />less, as needed to finance up to 90% of the project costs, and
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<br />2.
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<br />RESOLVED, to levy and collect assessments from the shareholders in an amount sufficient
<br />to pay the annual amounts due under the Loan Contract, and to pledge assessment revenues and the
<br />Company's right to receive said revenues for repayment of the loan, and
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<br />3,
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<br />RESOLVED, to place said pledged revenues in a special account separate and apart from
<br />other Company revenues, and
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<br />4,
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<br />RESOLVED, to make the annual payments required by the promissory note and to make
<br />annual deposits to a debt service reserve fund, and
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<br />5,
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<br />RESOLVED, to pledge certain property of the Company as collateral for the loan and execute
<br />documents necessary to convey a security interest in said property to the CWCB, and
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<br />6,
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<br />RESOLVED, to execute all documents as required by the loan contract, including, but not limited
<br />to, a Security Agreement, Assignment of Deposit Account as Security, and a Promissory Note, and
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<br />7.
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<br />RESOLVED, to take such other actions and execute such other documents as may be necessary to
<br />consummate and implement the loan,
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<br />CERTIFICATION
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<br />THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY
<br />CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED
<br />AT A MEETING OF THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED,
<br />PURSUANT TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED
<br />OR RESCINDED.
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<br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE ,)Cl - DAY OF ;/ll-'~t. 2000,
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<br />By .J: IA~ff4'f/Uo
<br />Les Williams, President
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<br />(SEAL)
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<br />ATTEST:
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<br />B '-72/1 ..,.... /L'
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<br />Maret Hill, Corporate Secretary
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