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<br />RESOLUTION OF THE BOARD OF DIRECTORS
<br />OF THE RIVERSIDE RESERVOIR AND LAND COMPANY
<br />
<br />The Board of Directors of the Riverside Reservoir and Land Company (Company), at a
<br />meeting held on September 5, 2000, at Fort Morgan, Colorado, adopted the following resolutions
<br />concerning a loan in the amount of up to $405,000, or such actual amount, more or less, as may
<br />be needed by the company and available from the Colorado Water Conservation Board (CWCB)
<br />for up to 90% of the actual project costs, for the purpose of rehabilitation of the Company's
<br />diversion structure on the South Platte River.
<br />At said meeting, the Board charged that these resolutions are irrepealable during the term
<br />of the loan and, pursuant to the Company's bylaws, authorized the President and Corporate
<br />Secretary as follows.
<br />1. 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 $405,000, or such actual amount, more or
<br />Less, as needed to finance up to 90% of the projects costs, and
<br />2. 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
<br />and the Company's right to receive said revenues for repayment of the loan, and
<br />3. RESOLVED, to place said pledged revenues in a special account separate and apart from
<br />other Company revenues, and
<br />4. RESOLVED, to make the annual payments required by the promissory note and to make
<br />annual deposits to a debt service reserve fund, and
<br />5. RESOLVED, to pledge certain property of the Company as collateral for the loan and
<br />execute documents necessary to convey a security interest in said property to the CWCB, and
<br />6. RESOLVED, to execute all documents as required by the loan contract, including, but not
<br />limited to, a Security Agreement, Assignment Of Deposit Account As Security, and a
<br />Promissory Note, and
<br />7. RESOLVED, to take such other actions and to execute such other documents as may be
<br />necessary to consummate and implement the loan.
<br />
<br />CERTIFICATION
<br />THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY, RESPECTIVELY, HEREBY, CERTIFY
<br />THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOUL TIONS DULY ADOPTED AT A MEETING
<br />OF THE COMPANY'S BOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO
<br />THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED,
<br />
<br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THr-...1) ~DA Y OF SEPTEMBER 2000,
<br />
<br />ByG;?J X -1J;tSJ:fi
<br />
<br />Paul McDill, President
<br />
<br />(SEAL)
<br />
<br />A TrEST:
<br />
<br />
<br />By
<br />
<br />Donald nider, Corporate Secretary
<br />
<br />Appendix l' to Loan Contract C150044
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