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` J <br />� <br />RESOLUTIONS OF THE SHAREHOLDERS <br />OF KERN RESERVOIR AND DITCH COMPANY <br />The Shareholders of the Kern Reservoir and Ditch Company Company), at a <br />Sharehoiders' meeting held "; 2003, at �° �'� �r Colorado, <br />adopted the following resolutions con rning a secured loan from tM Sta e of Colorado Water <br />Conservation Board (CWCB), for the rehabilitation of Kern Reservoir, in the amount of <br />$3,620,000 or such actual amount more or less, as may be needed by the Company and <br />available from the CWCB. <br />At said meeting, the Sharehotders 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 $3,620,000, or such actual amount, more or less, as <br />needed to finance the project costs, 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, and to pledge assessment revenues and the <br />Company'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 <br />ConnPANY revenues, and <br />4. to make the annual payments required by the promissory note and to make annual deposits <br />to a debt service reserve fund, and <br />5. to execute a deed of trust to convey a security interest to the CWCB in the Company's Kern <br />Reservoir, 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, 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TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 7 DAY OF 2003. <br />B ����� 1 C � ,���� <br />Y <br />( S E A L) W. Way e Miller, President <br />A <br />� <br />By _ ' u ,u , <br />Julie C ester, Corporate Secretary <br />Appendix 3a to Loan Contract C150118 <br />