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<br />~. <br />1 <br /> <br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br /> <br />OF THE PINE RIVER CANAL COMPANY <br /> <br />The Board of Directors of the Pine River Canal Company (Company), at a meeting held <br />February 6, 1999, at Allison, Colorado, adopted the following resolutions concerning a loan <br />in the amount of up to $243,700 not to exceed 75% of actual construction costs, from the <br />State of Colorado Water Conservation Board (CWCB), for the purpose of completion of the <br />Tunnel Hill project. <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 /> <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 up to $243,700, and <br /> <br />2. RESOLVED, to levy and collect assessments from the shareholders in an amount sufficient <br />to pay the annual amounts due under the Loan Contract, and to pledge assessment <br />revenues and 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 <br />other COMPANY revenues, and <br /> <br />4. RESOLVED, to make the annual payments required by the promissory note and to make <br />annual deposits to a debt service reserve fund, and <br /> <br />5. RESOLVED, pledge certain property of the Company as collateral for the loan including a <br />certificate of deposit in the amount of one annual loan payment and to execute an <br />Assignment of Certificate of Deposit, and any other property of the Company as required by <br />the CWCB and to execute all documents necessary to convey a security interest in said <br />property to the CWCB, and <br /> <br />6. RESOLVED, to execute all documents as required by the loan contract, including, but not <br />limited to, a Security Agreement, Assignment Of Deposit Account As Security, and a <br />Promissory Note, and <br /> <br />7. 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, THE PRESIDENT AND THE CORPORATE SECRETARY, RESPECTIVELY, HERE8Y CERTIFY THAT <br />THE 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 COMPANY'S <br />BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> <br />GIVEN UNDER OUR HANDS AND THE SEAL OFTHE COMPANY THE 6TH DAY OF FE8RUARY 1999. <br /> <br />By <br /> <br /> <br />(S EAL) <br /> <br />