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<br />RESOLUTIONS OF THE SHAREHOLDERS
<br />
<br />OF THE TERRACE IRRIGATION COMPANY
<br />
<br />The Shareholders of The Terrace Irri~jlti9n Company (Company), at a Shareholders'
<br />meeting held ~ I z.. , 2004, at ~/J'ilc- V j!~ ,Colorado, adopted the following resolutions
<br />concerning a se red loan from the state of Colorado Water Conservation Board (eWeS), for the
<br />purpos~ of rehabilitation of the Terrace Reservoir in the amount of $245,430 or such actual amount,
<br />more or less, as may be needed by the Company and available from the CWCS including the
<br />cwcs iloan origination fee of 1 % of the loan amount.
<br />
<br />At said meeting, the Shareholders charged that these resolutions are irrepealable during
<br />the term of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors
<br />and officers. RESOLVED as follows:
<br />
<br />1. to enter into and comply with the terms of a contract with the Colorado Water Conservation
<br />Board for a loan in the amount of $245,430, or such actual amount, more or less, as needed to
<br />finance the project costs, including the CWeB loan origination fee of 1 %, 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
<br />a debt service reserve fund, and
<br />
<br />5. to pledge the Terrace Reservoir and the water rights associated with said reservoir, as collateral
<br />for the loan and execute all documents, including a deed of trust, necessary to convey a
<br />security interest in said property to the ewcs, and
<br />
<br />6. to execute all documents as required by the loan contract, including, but not limited to, a
<br />Security Agreement and a Promissory Nota, 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 />THE UNOERSIGNED, RESPECTiVELY, THE PRESIDENT AND SeCRETARY OF THE COMPANY, HEREBY
<br />CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A
<br />MEETING OF THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT
<br />TO TH~i<?R~.~t~'BY.~WS. AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.
<br />... ~f;;lt~ttg~;;:~~f~4'~O THE SE'AL Of THE COMPANY~E /1-:'iOAY OF yY\ '^'f 2004.
<br />
<br />
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<br />
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<br />llohr: L. Riddick, SecretarylTreasurer
<br />
<br />BY~~uv~.pJ
<br />-r-~Reinhardt, President
<br />
<br />Appendix 3 to Loan {Contract C150171
<br />
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