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i <br />(, <br />RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF BULL CREEK RESERVOIR CANAL & POWER COMPANY <br />The Board f Directors of Bull Cre k Reservoir Canai & Power Company (Company), at a <br />meeting held Il ��' , 2010, at ��, Colorado, adopted the following resolutions <br />concerning a se ured loan from the State of Colorado Water Conservation Board (CWCB), for <br />the purpose of rehabilitating and enlarging the Bull Creek Reservoir No. 4 in the amount of <br />$1,801,630 or such actual amount, more or less, as may be needed by the Company and <br />available from the 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 <br />term of the loan and, pursuant to the Company's bylaws, authorized the President and <br />Corporate Secretary, RESOLVED as follows. <br />1. to enter into and comply with the terms of a contract amendment with the Colorado Water <br />Conservation Board for a loan in the amount of $1,801,630, or such actual amount, more or <br />less, as needed to finance the project costs, including the CWCB loan origination fee of 1%, <br />and <br />2. to levy and collect assessments from the shareholders in an amount sufficient to pay the <br />annual amounts due under the Loan Contract as amended, and to pledge assessment <br />revenues and the Compan�s 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 ConnPAtvY <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 execute all documents as required by the loan contract amendment, including, but not limited <br />to, a Deed of Trust, 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, 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COMPANY�S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.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 L2- DAY OF l�,���vu� Is�✓ 201 O. <br />(SEAL) <br />ATTEST: <br />\ <br />By _�_,�- <br />Joh Groo, Corporate Secretary <br />By � ' �-"r{-c.. ./.1�1 .'4�r--'� . �- <br />Irvin Johnson, President <br />� <br />r` <br />Appendix A1 to Loan Contract C150240 Amendment No. 2 <br />