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<br />(. :) <br /> <br />.. -, . <br />-',. <br /> <br />.-.,.,.." <br /> <br />. ,- '-. . <br /> <br />RESOLUTIONS OF THE SHAREHOLDERS <br />OF THE WEST RHONE LATERAL Dn'CHCOMPANY <br /> <br />The Shareholders of the West Rhone Lateral Ditch Company (Company), at a Shareholders' meeting <br />held November 14, 2000, at Fruita, Colorado, adopted the following resolutions conceming a loan <br />from the State of Colorado Water Conservation Board (State), for the purpose of rehabilitating the <br />lateral and establishing a new headgate, in the amount of $100,000 or such actual amount, more or <br />less, as may be needed by the Company and available from the State for up to 90% of the actual <br />project costs. <br /> <br />At said meeting, the Shareholders charged that these resolutions are irrepealable during the term of <br />the loan and, pursuant to the Company's bylaws, authorized the Board of Directors and officers as <br />follows: <br /> <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 $100,000, or such actual amount, more or less, as <br />needed to finance up to 90% Of the project costs, and <br /> <br />2. RESOLVED, to levy and collect assessments from the shareholders in an amount sufficient to pay <br />the 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. RESOLVED, to place said pledged revenues in a special account separate and apart from other <br />COMPANY revenues, and <br /> <br />4. RESOLVED, to make the annual payments required by the promissory note and to make annual <br />deposits to a debt service reseNe fund, and <br /> <br />5. RESOLVED, to obtain a certificate of deposit in the amount of one annual loan payment to serve <br />as collateral and to execute an Assignment of Certificate of Deposit. <br /> <br />6. RESOLVED, to execute all documents as required by the loan contract, including, but not limited <br />to, a Security Agreement, Assignment Of Deposit Account As Security, and a Promissory Note, <br />and <br /> <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 /> <br />THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY THAT THE <br />FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S <br />SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANy'S BYLAWS, AND THAT <br />SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. . <br /> <br />GIVEN UNDER OUR HANDS AND THE SEAL OFTHE COMPANY THE ~ DAY OF Y (/ Y 6/J113t?:t:. <br /> <br />2000. <br /> <br />By <br /> <br /> <br />- <br /> <br />b. <br /> <br />~ <br /> <br />(SEAL) <br /> <br />:n~~4 <br /> <br />Carol L To d, Corporate Secretary <br /> <br />AppendiX 3 to Loan Contract C150057 <br />