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<br />RESOLUTIONS OF THE SHAREHOLDERS <br /> <br />OF THE RIO GRANDE AND PIEDRA VALLEY DITCH COMPANY <br /> <br />The Shareholders of The Riq Grande and Piedra Valley Ditch ~orppany (Company), at <br />a Shareholders' meeting held (')0...+, "30 , 2003, at fr\.,>,,^-4 \J'S~Colorado, adopted <br />the following resolutions concerning a secured loan from the State of Colorado Water <br />Conservation Board (CWCB), for the purpose of replacing the 13 wooden check structures, in <br />the amount of $52,000 or such actual amount, more or less, as may be needed by the <br />Company and available from the CWCB, in addition to the CWCB's loan service fee of 1 % of <br />the loan amount. <br />At said meeting, the Shareholders charged that these resolutions are irrepealable during <br />the term of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors <br />and officers, RESOLVED as follows: <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 $52,000, or such actual amount, more or less, as needed <br />to finance the project costs, plus the CWCB's loan service fee of 1 %, and <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 />3. to place said pledged revenues in a special account separate and apart from other <br />COMPANY revenues, and <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 />5. to pledge as collateral the Company's diversion and headgate structure and to execute a <br />deed of trust to convey a security interest to the CWCB in said property, and <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 />7. to take such other actions and to execute such other documents as may be necessary to <br />consummate and implement the loan. <br />CERTIFICATION <br />THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY!TREASURER OF THE COMPANY, <br />HEREBY CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY <br />ADOPTED AT A MEETING OF THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE <br />RECITED, PURSUANT TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN <br />AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE Z3 () DATE OF C>~.e,r 2003. <br /> <br />By <br /> <br />LJJO ". ~_ ~CJ\~~ <br />William M. McNeil, President '- <br /> <br />(SEAL) <br />ATTEST: <br /> <br /> <br />Appendix 3a to Loan Contract C150155 <br />