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<br />RESOLUTIONS <br />OF <br />THE SHAREHOLDERS OF <br /> <br />THE MODEL LAND & IlUUGATION COMPANY <br /> <br />RELA TING TO THE BORROWING OF <br />ApPROXIMA TEL Y $335,000 <br /> <br />FROM <br /> <br />THE COLORADO WATER CONSERVANCY BOARD <br /> <br />WHEREAS, The shareholders of the Model Land & Irrigation Company (the "Company"), <br />have contemporaneously with the adoption of these resolutions, approved the conversion of the <br />Company into a business corporation subject to the Colorado Business Corporation Act; and <br /> <br />WHEREAS, it has been necessary for the Company to incur substantial expense in <br />repairing damage caused by flooding to the Company's Black Hills Reservoir, fonnerly known as the <br />Model Reservoir, including the replacement of the outlet conduit and outlet gate tower, repairs to the <br />dam embankment, and the installation of flumes to measure Reservoir releases, hereinafter referred to <br />as Project, at an estimated cost of $670,000; and <br /> <br />WHEREAS, the Colorado Water Conservancy Board ("CWCB") has approved a loan (the <br />"Loan") to the Company from the Emergency Infrastructure Account in an amount up to $335,000, <br />hereinafter referred to as Authorized Loan Amount, not to exceed 50% of the cost of the Project, at an <br />interest rate of3.75% per annum for a duration oftl1irty (30) years; and <br /> <br />WHEREAS, it is the intention (I) that the Loan be secured by an undivided one hundred <br />percent interest in some or all of the real property oftl1e Company (the "Collateral"); (2) )thatthe Company <br />agree that, in the event the lender forecloses on all or a portion of the Collateral, the Company will continue <br />to provide irrigation water to that portion of the Collateral that includes irrigated lands, to the extent that <br />irrigation water is available to the Company; and (3) the Company will be obligated to use best efforts to <br />ensure the availability of irrigation water for those lands. <br /> <br />WHEREAS, as a condition to the Loan, the CWCB requires that the shareholders and board <br />of directors of the Company validly adopt resolutions approving the loan contract (the "Loan Contract") <br />pursuant to which the Loan shall be made; and <br /> <br />WHEREAS, a copy of a form of Loan Contract has been provided to each shareholder at this <br /> <br />meeting; <br /> <br />Appendix A to Loan Contract C150012 <br />