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<br />..,-.... <br /> <br /> <br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF THE UPPER PLATTE AND BEAVER CANAL COMPANY <br /> <br />The Board of Directors of The Upper Platte and BeaverCanal Company (Company), <br />at a meeting held MWl 2..0 ,2002, at Brush, Colorado, adopted the following <br />resolutions concerning a secured loan from the State of Colorado Water Conservation <br />Board (CWCB), for the purpose of rehabilitation of the diversion structure on the South <br />Platte River near Fort Morgan, in the amount of $83,000 or such actual amount, more or <br />less, as may be needed by the Company and available from the CWCB, <br />RESOLVED AS FOLLOWS: <br /> <br />1, Pursuant to the Company's Articles of Incorporation and Bylaws, specifically <br />Article I, Section 2 of the Bylaws, the President and Corporate Secretary are hereby <br />authorized and directed to:, <br /> <br />A. enter into and comply,vith the terms of a contract with the Colorado <br />Water Conservation Board for a secured loan in the amount of $83,000, or such actual <br />amount, more or less, as needed by the Company for the Project and available from the <br />CWCB; and <br /> <br />B, levy and collect assessments from the Stockholders in an amount <br />sufficient to pay the annual amounts due under the Loan Contract, and to pledge <br />assessment revenues and the Company's right to receive said revenues for repayment <br />of the loan; and <br /> <br />C, place said pledged revenues in a special account separate and apart <br />from other COMPANY revenues; and ' <br /> <br />0, make the annual payments required by the promissory note and to <br />make annual deposits to a debt service reserve fund; and <br /> <br />E, execute a deed of trust to convey a security interest to the CWCB in <br />the Company's South Platte River headgate; and <br /> <br />F. execute all documents as required by the loan contract, includirig, but <br />not limited to, a Security Agreement and a Promissory Note; and <br /> <br />G, take such other actions and to execute such other documents as may <br />be necessary to consummate and implement the loan, <br /> <br />2, In order to secure the payment of the secured loan provided for herein, this <br />Resolution is, and shall be irrepealable during the term of said secured loan. <br /> <br />Appendix 3 to Loan Contract No. C150096 <br />