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<br />RESOLUTIONS OF THE STOCKHOLDERS <br />OF THE WOODCHUCK DITCH COMPANY <br /> <br />The Stockholders of the Woodchuck Ditch Company (Company), at a Stockholders' meeting held <br />/'10 V J;;l....- , 2000, at Steamboat Springs, Colorado, adopted the following <br />resolurtons concerning a from the State of Colorado Water Conservation Board (State), for the <br />purpose of replacing a portion of the Company's ditch with pipe, in the amount of $40,000 or such <br />actual amount, more or less, as may be needed by the Company and available from the State for <br />up to 25% of the actual project costs. <br /> <br />At said meeting, the Stockholders charged that these resolutions are irrepealable during the term of <br />the loan and, pursuant to the Company's bylaws, authorized the Board of Directors and officers as <br />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 $40,000, or such actual amount, more or less, <br />as needed to finance up to 25% of the project costs, 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 and <br />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 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 <br />as collateral and to execute an Assignment of Certificate of Deposit, and <br /> <br />6, RESOLVED, to execute a deed of trust to convey a security interest to the CWCS in certain <br />property owned by the Company, and <br /> <br />7. RESOLVED, to execute all documents as required by the loan contract, including, but not limited <br />to, a Security Agreement, Assignment Of Deposit Account As Security, and a Promissory Note, <br />and <br /> <br />8. 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, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY THAT <br />THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE <br />COMPANY'S STOCKHOLDERS 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 Mf:k DAY OF 11ft )1 2000, <br /> <br />By <br /> <br /> <br />,-;7 <br />oe Zimmerman, President <br /> <br />( SEAL) <br /> <br />ATIEST: <br />( <br />By- -",--- <br /> <br /> <br />J <br /> <br />Appendix 1 to Loan Contract C150041 <br />