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~~ <br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF THE FARMERS PAWNEE CANAL COMPANY <br />The Board of Directors of the Farmers Pawnee Canal Company (COMPANY), at a meeting held •/1 <br />1998, at ~ - ~- ,Colorado, adopted the following resolutions concerning a loan in the aM~ unt up to <br />$29,000 from the S to of Colorado Water Conservation Board (CWCB), for the purpose of rehabilitating the <br />COMPANY'S diversion structure and headgate on the South Platte River. <br />At said meeting, the Board charged that these resolutions are irrepealable during the term of the loan and, <br />pursuant to the Company's bylaws, authorized the President and Corporate Secretary as follows. <br />1. RESOLVED, 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 up to $29,000, and <br />2. RESOLVED, to levy and collect assessments from the stockholders in an amount sufficient to pay the <br />annual 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 />3. RESOLVED, to place said pledged revenues in a special account separate and apart from other COMPANY <br />revenues, and <br />4. RESOLVED, to make the annual payments re omissory note and to make annual deposits <br />to a debt service reserve fund, and <br />5. RESOLVED, to obtain a certificate of ~ sin ~e annual loan payment to serve as <br />collateral and to execute an Assignment of Certificate of Deposit to convey a security interest to the STATE <br />in said certificate of deposit, and <br />6. RESOLVED, to execute all documents as required by the loan contract, including, but not limited to, a <br />Security Agreement, Assignment Of Deposit Account As Security, and a Promissory Note, and <br />7. RESOLVED, to take such other actions and to execute such other documents as may be necessary to <br />consummate and implement the loan. <br />CERTIFICATE <br />THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY, RESPECTIVELY, HEREBY CERTIFY THAT THE <br />FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S <br />BOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S BYLAWS, AND <br />THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE ' DAY OF ~Gc.. n ~U 1998• <br />By <br />(SEAL) Steve Wagne resident <br />ATTEST: <br />By ~~ <br />Sandra Ils, Corporate Secretary <br />Appendix 1 to Loan Contract C153825 <br />