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<br />RESOLUTIONS OF THE MANAGERS <br />OF STROMBERGER LAND & CATTLE CO. LLC <br /> <br />The Managers of Stromberger Land & Cattle Co. LLC (Company), at a meeting <br />held IUIJc.~, 2005, at 1~~~"''':fColorado, adopted the following resolutions concerning <br />an amendment to a loan from the State of Colorado Water Conservation Board (CWCB), <br />for the purpose of construction of a recharge project in the amount of $473,000 or such <br />actual amount, more or less, as may be needed by the Company and available from the <br />CWCB. <br /> <br />At said meeting, the Managers charged that these resolutions are <br />irrepealable during the term of the loan and, pursuant to the Company's operating <br />plan, authorized the Managers to RESOLVE as follows. <br />1. To enter into this contract amendment to borrow the ADDITIONAL LOAN AMOUNT OF <br />$59,000 FOR A TOTASL LOAN AMOUNT OF $473,000; and <br />2. To execute documents necessary to amend the promissory note and deed of trust <br />appended to the CWCB Contract No. C150123. <br />3. to take such other actions and to execute such other documents as may be necessary <br />to consummate and implement this amendment to the loan. <br />CERTIFICATION <br />THE UNDERSIGNED, THE MANAGERS, HEREBY CERTIFY THAT THE FOREGOING ARE TRUE AND <br />CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S MANAGERS <br />DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S OPERATING PLAN, AND <br />THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED., q I <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE M DAY OF\...~-/t-yY\&.r2005. <br /> <br />By <br /> <br /> <br />(SEAL) <br /> <br />By <br /> <br />Appendix A to Loan Contract 150123 Amendment No.1 <br />Page 1 of 1 <br />