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<br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> <br />OF THE RIO GRANDE AND PIEDRA VALLEY DITCH COMPANY <br /> <br />The Board of Direytors of The Rio Grande and Piepra Valley Ditch Company (Company), a <br />meeting held ~. ~ 0 , 2003, at 'fVI.-1M.~ U'<..)::!:s.. Colorado, adopted the following <br />resolutions concerning a secured loan from the State of Colorado Water Conservation Board <br />(CWCB), for the purpose of replacing 13 wooden check structures, in the amount of $52,000 or <br />such actual amount, more or less, as may be needed by the Company and available from the <br />CWCB, in addition to the CWCB's loan service fee in the amount of 1 % of the loan amount. <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 <br />Secretary!Treasurer, 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 % of the loan amount <br />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 structures 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, THE PRESIDENT AND THE SECRETARY!TREASURER HEREBY CERTIFY THAT THE <br />FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE <br />COMPANY'S BOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE <br />COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE ~D DAY OF () Ii' +0 \p~ 2003. <br /> <br />(SEAL) <br /> <br />ATTEST: <br /> <br /> <br />By t,J J~ ~, 1'\^-<.:--'\ t- <br />William M. McNeil, President' <br /> <br />Appendix 3b to Loan Contract C150155 <br />