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RESOLUTIONS OF THE SHAREHOLDERS <br />OF THE LOWER POUDRE AUGMENTATION COMPANY <br />The Shareholders of the Lower Poudre Augmentation Company (Company), at a <br />Shareholders' meeting heldfed. a , 2007, at4yg*pn;Colorado, adopted the following resolutions <br />concerning a secured loan from the State of Colorado Water Conservation Board (CWCB), for the <br />purpose of acquiring the Timnath Flatiron Reservoir and 4.5 shares of the Box Elder Ditch <br />Company to provide augmentation water for existing wells in the amount of $3,104,053 or such <br />actual amount, more or less, as may be needed by the Company and available from the CWCB <br />including the CWCB loan origination fee of 1% of the loan amount. <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 />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 $3,104,053, 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 />2. to levy and collect assessments from the well owners under contract with the Company in an <br />amount sufficient to pay the annual amounts due under the Loan Contract, and to pledge <br />assessment revenues and the Company's right to receive said revenues for repayment of the <br />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 Timnath Flatiron Reservoir and appurtenances, including the Box Elder Ditch <br />carriage agreement and the 4.5 shares of the Box Elder Ditch Company, as collateral for the <br />loan and execute all documents, including a security agreement and deed of trust, necessary to <br />convey a security interest in said property to the CWCB, <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, 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 THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE N BEEN AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE ° rI / DAY OF 2007. <br />(SEAL) <br />By <br />1'MrkLdHung`enbefg, President <br />ATTEST <br />By <br />Kddnt n Brunner, Corporate Secretary <br />Appendix 3a to Loan Contract C150245 <br />