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<br />r <br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br />of the ApPLETON NORTHWEST (ML 369) <br />lateral and Drainage Corporation <br /> <br />The Board of Directors of the Appleton Northwest (ML369) Lateral and Drainage Corporation <br />(Company), at a meeting held January 28-., 2002, at Grand Junction, Colorado, adopted the <br />following resolutions concerning a loan in the amount of up to $100,000 from the State of <br />Colorado Water Conservation Board (CWCB), for the purpose of rehabilitation of the <br />Appleton Northwest Lateral. <br /> <br />At said meeting, the Board charged that these resolutions are irrepealable during the term of <br />the loan and, pursuant to the Company's bylaws, authorized the President and Corporate <br />Secretary, RESOLVED as follows. <br /> <br />1. To enter into and comply with the terms of a contract with the Colorado Water Conservation <br />, Board for a loan in the amount of $100,000, or such actual amount, more or less, as needed <br />and available from the CWCS, and <br /> <br />2. To levy and collect assessments from the shareholders in an amount sufficient to pay the <br />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 <br /> <br />3. To place said pledged revenues in a special account separate and apart from other COMPANY <br />revenues, and <br /> <br />4. To make the annual payments required by the promissory note and to make annual deposits <br />to a debt service reserve fund, and <br /> <br />5. To execute a deed of trust to convey a security interest to the CWCB in certain property <br />owned by the Company, and <br /> <br />6. To execute all documents as required by the loan contract, including, but not limited to, a <br />Security Agreement and a Promissory Note, and <br /> <br />7, To take such other actions and to execute such other documents as may be necessary to <br />consummate and implement the loan. <br /> <br />CERTIFICATION <br /> <br /> <br />ATTEST' <br /> <br />By <br /> <br />-- <br />