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<br />) <br /> <br />RESOLUTIONS OF THE BOARD OF TRUSTEES <br />OF THE HIGHLAND DITCH COMPANY <br /> <br />The Board of Trustees of the Highland Ditch Company (Company), at a meeting held <br />February 7'& , 1998, at Longmont, Colorado, adopted the following resolutions concerning <br />a loan from the State of Colorado Water Conservation Board (CWCB), in the amount of up <br />to $1 ,040,000 for the purpose of rehabilitating the Foothills Reservoir Dam. <br /> <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. <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 up to $1,040,000, and <br /> <br />2. RESOLVED, to levy and collect assessments from the stockholders in an amount sufficient to <br />pay the annual amounts due under the Loan Contract, and to pledge assessment revenues <br />and the 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 <br />other COMPANY revenues, and <br /> <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 <br /> <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 to the CWCB, and <br /> <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 <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, 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BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 1 '/:!f DAY OF FEBRUARY 1998. <br /> <br />(SEAL) <br /> <br />BY&<~ ~~ <br /> <br />Robert Schlagel, President <br /> <br /> <br />By <br />Tom Reynolds, C <br /> <br />Appendix 1 b to Loan Contract C150015 <br />