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<br />RESOLUTIONS OF THE SHAREHOLDERS <br />OF THE WILLOW HEIGHTS IRRIGATION COMPANY <br /> <br />The Shareholders of the Willow Heights Irrigation Company (Company), at a <br />Shareholders' meeting held June 12, 2003, at Hotchkiss, Colorado, adopted the foUolfoling <br />resolutions concerning a secured loan from the State of Colorado Water Conservation Board <br />(eWeS), for the purpose of rehabilitation of the dual (secondary) irrigation water system, in the <br />amount of $103,500 or such actual amount, more or less, as may be needed by the Company <br />and available from the ewes, in addition to the ewes's loan service fee of 1% of the loan <br />amount. <br /> <br /> <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 $103,500, or such actual amount, more or less, as <br />needed to finance the project costs, plus the CWCS'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 property consisting of approximately 15,000 square <br />feel and 15 shares of Duke Ditch Company stock and to execute a deed of trust to convey a <br />security interest to the ewcs in said property and shares, 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 />CERTIFrcA TION <br />THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY <br />CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A <br />MEETING OF THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT <br />TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />GIVEN I R HANDS AND THE SEAL OF THE COMPANY THE~ATE OF JULY 2003. <br />, RIG - <br />(:,y.....i\Po.,"...~J>.. <br />I~..CP -"'):..0 <br />.:::.:': ~..~ <br />~, . <br />~. ~Ji' .n <br />O~STI1-J- 1~ <br />..-',. .....'b <br />-:;::;:. ..- <br />A '. .OR>!f,.,~ <br />..... \- <br /> <br />B~od v'h.-<d <br />Man J. Duclo, President <br /> <br />Appendix 3a to Loan Contract C150143 <br />