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<br />RESOLUTIONS OF THE SHAREHOL.DERS <br />OF KERN RESERVOIR AND DITCH COMPANY <br /> <br />The Shareholders of Kern Reservoir and Ditch Company (Company); at a Shareholders' <br />meeting held November 19, 2002, at Windsor, Colorado, adopted the following resolutions concerning <br />a secured loan from the State of Colorado Water Conservation Board (CWCB), for the purpose of <br />rehabilitation of the Kem Reservoir, in the amount of $1,000,000 or such actual amount, more or less, <br />as may be needed by the Company and available from the CWCS. <br /> <br />At said meeting, the Shareholders charged that these resolutions are irrepealable, during the <br />term of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors and officers, <br />RESOLVED as follows: <br />, , , <br />1. to enter into and comply with ihe terms of a contract with the Colorado Water Conservation Board <br />for a 'loan in the amount of $1,000,000, or such actual amount, more or less, as needed to finance <br />the project costs, and <br /> <br />2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual <br />amounts due under the Loan Contract, and to pledge assessment revenues and the Company's' <br />right to receive said revenues for repayment of the loan, and <br /> <br />3. to place said pledged revenues in a special account separate and apart from other COMPANY <br />revenues, and ' <br /> <br />4. to make the annual payments required by the promissory note and to make annual deposits to a <br />debt service reserve fund; and <br /> <br />5. to exe",,!'" .. deed 9f trust to con'fcy a security il,t..,..::;[ to the CVvl;tlln the Kern Reservoir owned by <br />the Company, and <br /> <br />6. to execute all documents as required by the loan contract, including, but not limited to, a Security <br />Agreement and a Promissory Note, and <br /> <br />7. to take such other actions and to execute such other documents' as may be necessary to <br />consummate and implement the loan. <br /> <br />CERTIFICATION <br /> <br />THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY <br />THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF <br />THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE <br />COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT SEEN AMENDED OR RESCINDED. <br /> <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 19th DAY OF November <br />2002. <br /> <br /> <br />(SEAL) <br /> <br />By <br /> <br />W ~~J<< lnJ/oV <br />, W. Wa e Miller, President <br /> <br />Appendix 3b to LoanContractC150112 <br />