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<br />
<br />RESOLUTIONS OF THE BOARD OF DIRECTORS
<br />OF THE OTERO DITCH COMPANY
<br />
<br />The Board of Directors of the Otero Ditch Company (Company), at a meeting held
<br />-i::JAi?(I1"1 1...) , 2000, at La Junta, Colorado, adopted the following resolutions concerning
<br />a Iban in the amount of up to $155,000, not to exceed 25% of actual construction costs, from
<br />the State of Colorado Water ConseNation Board (CWCB), for the purpose of reconstructing the
<br />Company's diversion structure on the Arkansas River.
<br />
<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 as follows.
<br />1. RESOLVED, to enter into and comply with the terms of a contract with the Colorado Water
<br />ConseNation Board fora 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
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<br />3. RESOLVED, to place said pledged revenues in a special account separate and apart from other
<br />COMPANY revenues, and
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<br />4. RESOLVED, to make the annual payments required by the promissory note and to make annual
<br />deposits to a debt seNice reseNe fund, and
<br />
<br />5. RESOLVED, to obtain a certificate of deposit in the amount of one annual loan payment to seNe
<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
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<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
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<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 UNOERSIGNEO, THE PRESIDENT AND THE CORPORATE SECRETARY, RESPECTIVELY, HEREBY CERTIFY THAT THE
<br />FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S
<br />BOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE CO ANY'S BYLAWS, AND
<br />THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.
<br />
<br />(S EAL)
<br />
<br />
<br />2000.
<br />
<br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE
<br />
<br />By
<br />
<br />Robert M. Valdez, resident
<br />
<br />ATTEST:
<br />
<br />By
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