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RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF THE BLACK DIKE PIPELINE COMPANY <br />The Board of Directors of the Black Dike Pipeline Company (Company), at a meeting held <br />July 29, 2007, at Cortez, Colorado, adopted the following resolutions concerning a secured loan <br />from the State of Colorado Water Conservation Board (CWCB), for the purpose of construction <br />of the Black Dike Ditch Pipeline Project in the amount of $603,980 or such actual amount, more <br />or less, as may be needed by the Company and available from the CWCB including the CWCB <br />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 />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 $603,980, or such actual amount, more or less, as needed to <br />finance the project costs, including the CWCB loan origination fee of 1%, and <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 />3. to place said pledged revenues in a special account separate and apart from other COMPANY <br />revenues, and <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 />5. to pledge the Company's interest in the Project, including approximately four (4) miles of <br />pipeline and associated access easements, as collateral for the loan and execute all <br />documents, including a security agreement and deed of trust, necessary to convey a security <br />interest in said property to the CWCB, and <br />6. 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 />7. 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 />COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE �V DAY OF 2007. <br />FT <br />(SEAL) <br />By <br />Eric Lin ; President <br />Appendix 3b to Loan Contract C150249 <br />