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<br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF THE WILLOW HEIGHTS IRRIGATION COMPANY <br /> <br /> <br />The Board of Directors of the Willow Heights Irrigation Company (Company), a meeting held <br />June 12, 2003, at Hotchkiss, Colorado, adopted the fOllowing resolutions concerning a secured <br />loan from the Stale of Colorado Water Conservation Board (eWeS), for the purpose of <br />rehabilitation of the dual (secondary) irrigation water system, in the amount of 5103,500 or such <br />actual amount. more or less, as may be needed by the Company and available from the <br />ewes, in addition to the ewes'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 Corporate <br />Secretary, 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 % of the loan <br />amount 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 />feet and 15 shares of Duke Ditch Company stock and to execute a deed of trust to convey a <br />security interest to the cwes in said property and shares, and <br />6. to execute all documents as required by the loan contract. induding, 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 CORPORATE SECRETARY 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 />COMP WS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />G .' 'IlJ'i~ NDS AND THE SEAL OF THE COMPANYTHe.:J~...d DAY OF JULY 2003, <br />i;J..'rP ~)'-;..~ <br />~: \(") <br />~~'Sffi\t i~ ~ d./',.., d <br />~. lb B~ ~ <br />y..,'i9<""^<R....~ Marley J, Dudo, President <br />...... -r.: <br /> <br />\ <br />cretary <br /> <br />Appendix 3b to Loan Contract C150143 <br />