<br />RESOLUTIONS OF THE BOARD OF DIRECTORS
<br />OF THE LARIMER & WELD IRRIGATION COMPANY
<br />
<br />The Board of Directors of the Larimer & Weld Irrigation Company (Company), a meeting
<br />held 0 ~l (...4, ...."i , ~ at E" 41"-.. , Colorado, adopted the following resolutions concerning a
<br />secured loan from the State of Colorado Water Conservation Board (CWCB), for the purpose of
<br />the reconstruction of several structures on the Larimer & Weld Ditch in the amount of $1,515,000
<br />or such actual amount, more or less, as may be needed by the Company and available from the
<br />CWCB including the CWCB loan origination fee of 1 % of the loan amount.
<br />At said meeting, the Board charged that these resolutions are irrepealable during the term
<br />of the loan and, pursuant to the Company's bylaws, authorized the President and Corporate
<br />Secretary, RESOLVED as follows.
<br />2. 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 $1,515,000, or such actual amount, more or less, as needed
<br />to finance the project costs, including the CWCB loan origination fee of 1 %, and
<br />3. 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 />4. to place said pledged revenues in a special account separate and apart from other COMPANY
<br />revenues, and
<br />5. to make the annual payments required by the promissory note and to make annual deposits to
<br />a debt service reserve fund, and
<br />6. to pledge the reconstruction project, consisting of Lake Lee Dam equalizer check structure, the
<br />Big Windsor Reservoir check and inlet structure, and the Finley check structure" as collateral
<br />for the loan and execute all documents, including a security agreement and deed of trust,
<br />necessary to convey a security interest in said property to the CWCB,
<br />7. to execute all documents as required by the loan contract, including, but not limited to, a
<br />Security Agreement and a Promissory Note, and
<br />8. to take such other actions and to execute such other documents as may be necessary to
<br />consummate and implement the loan.
<br />CERTIFICATION
<br />THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE
<br />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
<br />r:COIl4PAt>J.Y~s,a::LAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.
<br />/f ~G'St;~tJ;:D~ OUR HANDS AND THE SEAL OF THE COMPANY THE I r DAY OF Ot',. ~""'.(,.lY 2004.
<br />"t..:;:.;::.:,.~ '.>.. ~\ -
<br />- '~';;:/: ~..f.~):),::.,
<br />
<br />,~",tJlJt:<~/ ;
<br />"J, Alif!S \\) "", <.1,<f-
<br />
<br />'"',#,,, ,ifl I .""....
<br />"",,1. .;.
<br />B .
<br />
<br />
<br />
<br />Appendix 3b to Loan Contract C150189
<br />
|