<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
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