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. <br />� <br />RESOLUTIONS OF THE SHAREHOLDERS <br />OF BULL CREEK RESERVOIR CANAL & POWER COMPANY <br />The Sharehoiders of Bull Creek Reservoir Canal & Power Company (Company), at a <br />Shareholders' meeting held �,���, 2007, at �, Colorado, adopted the following resolutions <br />conceming a secured loan from the State of Colorado Water Conservation Board (CWCB), for the <br />purpose of rehabilitating and enlarging the Bull Creek Reservoir No. 4 in the amount of $1,212,000 <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°k of the loan amount. <br />At said meeting, the Shareholders charged that these resolutions are irrepealable during <br />the term of the foan and, pursuant to the Company's bylaws, authorized the Board of Directors <br />and officers, RESOLVED as follows: <br />� <br />3 <br />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 $1,212,000, or such actual amount, more or less, as needed <br />ta finance the project costs, including the CWCB ioan origination fee of 1%, and <br />to levy and collect assessments from the shareholders in an amourrt sufficient to pay the annual <br />amounts due under the Loan Contract, and to pl�dge assessment revenues and the Company's <br />right to receive said revenues for repayment of the loan, and <br />to place said pledged revenues in a special account separate and apart from other ConnPnNY <br />revenues, and <br />4. to make the annual payments required by the promissory note and to make annual deposits ta <br />a debt service reserve fund, and <br />5. 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 />6. 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 HAV� NOT BEEN AMENDED OR RESCINDEb. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY TH� �'cbAY OF �% �, rc1r,, 2QQ7, <br />(SEAL) <br />ATTEST: <br />BY _ �-1 �.cc�-�-s2-�a.� <br />Betty H kins, Corporate Secretary <br />By <br />Ini Johnson, President <br />Appendix 3a to Loan Contract C150240 <br />