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<br />RESOLUTIONS OF THE BOARD OF TRUSTEES
<br />OF THE CHILCOTT DITCH COMPANY
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<br />The Board of Trustees of the Chilcott Ditch Company (Company), at a meeting held
<br />J],r< .:z cf, , 1999, at Fountain, Colorado, adopted the following resolutions
<br />conceming 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 Conservation Board (CWCB), for the purpose of
<br />reconstructing the Company's diversion structure on Fountain Creek.
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<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 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 />Conservation 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 service reserve fund, and l'!'
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<br />5, 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 t~ 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, THE PRESIDENT AND THE CORPORATE SECRETARY, RESPECTIVELY, HEREBY CERTIFY THAT
<br />THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE
<br />COMPANY'S BOARD OF TRUSTEES DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S
<br />BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT 8EEN AMENDED OR RESCINDED,
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<br />GIVEN UNDER OUR HA~DSANDTHE SEAL OF THE COMPANY THE ~ q; DAY OF -LJ. r.P>r1J" ~ 1999,
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<br />By ~{!~":~
<br />( SEA L ) Glen C, Ermel, Pre dent
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<br />ATTEST:
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<br />By '4(1.....<1 Yd-P
<br />~~orporate Secretary
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