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RESOLUTIQNS OF THE SH14REHQLDERS <br />OF THE GRAND MESA RESERVOIR COMPANY <br />The Sharehoiders of The Grand Mesa Reservoir Company (Company), at a meeting held <br />�.. !� , 2003, at �' ���-r , Colorado, adopted the foliowing resolutions conc�rning <br />a secured loan from the State of Colorado Water Conservation Board (CWCB), for the purpose of <br />rehabilitation of the Grand Mesa Reservoirs #1 and #9, in the amount of $180,000 or such actual <br />amount, more or less, as may be needed by the Company and available from the CWCB, in <br />addition to the CWCB's ban service fee of 1% of the loan amount. <br />At said meeti�g, the Shareholders charged that these resolutions are irrepealable during the <br />term of the loan and, pursuan# to the Company's byiaws, authorized the Board of Directors and <br />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 $180,000, or such actual amount, more or iess, as needed to <br />finance the project c�ts, plus the CWCB's loan service fee of 1°h, and <br />2. to levy and collect assessments from the shaceholders i� an amount sufficient to pay the annual <br />amounts due under the �oan Contract, and to pledge assessment revenues and the Company's <br />right to rec�ive 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 a <br />debt service reserve fund, and <br />5. to ptedge as coAateral the Company's water storage rights in Grand Mesa Reservoirs #1 and #9 <br />or any other Company property satisfactory to the Company and the CWCB as collateral for the <br />toan and to execute a deed of trust or any such document necessary to convey a security <br />interest to the CWCB in said property, artd <br />6. to execute all documents as required by the loan contract, including, but not limited to, a Security <br />Agreement and a Prom�ssory Note, and <br />7. ta take such other actions and to execute such other documents as may be necessary to <br />consummate and implement the toan. � <br />CERTIFICATI�N <br />THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY/TREASURER OF THE COMPANY, <br />HEREBY C�RTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED <br />AT A MEETING OF THE COMPANY�S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PUR3UANT <br />TO TNE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMEIVDED OR RESCINDEO. <br />GIVEN lJNDER OUR HANDS AND THE SEAL �F THE COMPANY THE �� DATE OF �TC1I'I � �• <br />a�c� � <br />By <br />( S E A L) J n Whiting, P ident <br />ATTEST: <br />By � � � �l <br />Rat J. Bonnell, Secretary/Treasurer <br />Appendix 3b to Loan Contract C150157 <br />