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<br />RESOLUTIONS OF THE STOCKHOLDERS
<br />OF THE CHILCOTT DITCH COMPANY
<br />
<br />Th~ Stockholgers of the Chilcott Ditch Company (Company), at a Siockholders' meeting held
<br />/..i; r' .:2. q, , 1999, at Fountain, Colorado, adopted the following resolutions
<br />Concerning a loan in the amount of up to $250,000, not to exceed 25% of actual construction
<br />costs, from the State of Colorado Water ConselVation Board (State), for the purpose of
<br />reconstructing the Company's diversion structure on Fountain Creek.
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<br />At said meeting, the Shareholders charged that these resolutions are irrepealable during the term
<br />of the loan and, pursuant to the Company's bylaws, authorized the Board of Trustees and
<br />officers as follows:
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<br />1. RESOLVED, to enter into and comply with the terms of a contract with the Colorado Water
<br />ConselVation Board for a loan in the amount of up to $250,000, and
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<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
<br />revenues and the Company's right to receive said revenues for repayment of the loan, and
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<br />3, 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. RESOLVED, to make the annual payments required by the promissory note and to make
<br />annual deposits to a debt selVice reselVe fund, and
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<br />5, RESOLVED, to pledge certain property of the Company as collateral f()r,the loan and execute
<br />documents necessary to convey a security interest in said property!o the CWCB, and
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<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
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<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.
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<br />CERTIFICATION
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<br />THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY
<br />THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE
<br />COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S
<br />BYL~WS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED O~ESCtNDED,
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<br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE ~ DAY OF .f}c.p%,i, t' 1999,
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<br />(SEAL) By ~~~~
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<br />ATTEST:
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<br />By ",;/ ;,; 1IJ~L1/
<br />,.Corporate Secretary
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<br />Appendix 1 to Loan Contract C150029
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