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<br />
<br />RESOLUTIONS OF THE STOCKHOLDERS
<br />OF THE OTERO DITCH COMPANY
<br />
<br />The Stockholders of the Otero Ditch Company (Company), at a Stockholders' meeting held
<br />I1A R/'JI '1_1 ' 2000, at La Junta, Colorado, adopted the following resolutions
<br />concerning a from the State of Colorado Water Conservation Board (State), for the purpose of
<br />reconstructing the Company's diversion structure on the Arkansas River, in the amount of $155,000
<br />or such actual amount, more or less, as may be needed by the Company and available from the
<br />State for 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 $155,000, 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 CWCB 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. 1
<br />
<br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE ,,(/ DAY OF "? 2000.
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<br />By
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<br />
<br />(S EAL)
<br />
<br />ATTEST: /
<br />
<br />By ..'" ,~" ""
<br />___ :..: ,,;.IA;/IV;.~"AA
<br />CorporalEfSecretary
<br />
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<br />Appendix A to Loan Contract C150040
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