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<br />........ <br />. ) <br /> <br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> <br />OF THE HAWKEYE LATERAL DITCH COMPANY <br /> <br />The Shareholders of the Hawkeye Lateral Ditch Company (Company), at a Shareholders' meeting held <br />March 10, 1997, at Fruita, Colorado, adopted a Resolution authorizing the Board of Directors to enter into <br />a contract with the State of Colorado Water Conservation Board (State) for the purpose of borrowing <br />money in an amount up to $143,000 to place existing concrete ditch in an underground pipe. Due to <br />unexpected increases in the project costs, the Company needs an additional $11,112.75 to complete the <br />project. The State has agreed to loan the additional $11,112.75. <br /> <br />The Board of Directors of the Company, ata meeting held j"'.,.... 11 .1998, at Fruita, Colorado, <br />adopted the following resolutions concerning a loan in the amount of up to $154,112.75, not to exceed <br />75% of actual construction costs, from the State of Colorado Water Conservation Board. <br /> <br />At said meeting, the Board charged that these resolutions are irrepealable during the temn of the loan <br />and, pursuant to the Company's bylaws, authorized the President and Corporate Secretary as follows. <br /> <br />1. RESOLVED, to enter into and comply with the temns of a contract with the Colorado Water <br />Conservation Board for a loan in the amount of up to $154,112.75, and <br /> <br />2. RESOLVED, 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 /> <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 reserve fund, and <br /> <br />5. RESOLVED, to obtain a certificate of deposit in the amount of one annual loan payment to serve as <br />collateral and to execute an Assignment of Certificate of Deposit, and <br /> <br />6. RESOLVED, to execute all documents as required by the loan contract, including, but not limited to. a <br />Security Agreement, Assignment Of Deposit Account As Security, and a Promissory Note, and <br /> <br />7. RESOLVED, to take such other actions and to execute such other documents as may be necessary <br />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 DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S <br />BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RE.SCINDED. (1k <br /> <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE '1<jt.... DAY OF T7 1998. <br /> <br /> <br />(S EAL) <br /> <br />By <br /> <br /> <br />ATTEST: <br /> <br />By <br /> <br /> <br />Attachment 1 to Loan Contract C153796 Amendment No.1 <br />