CT2015-097 Attorney Opinion Letter

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RESOLUTIONS OF THE SHAREHOLDERS OF EPHRAIM DITCH COMPANY The Shareholders of Ephraim Ditch Company(Company), at a Shareholders' meeting held JO-�1 13 2044, atS/Nfdolorado, adopted the following resolutions concerning a secured loan from the State of Colorado Water Conservation Board (CWCB), for the purpose of the Ephraim Diversion and Headgate Rehabilitation Project in the amount of$101,000 or such actual amount, more or less, as may be needed by the Company and available from the CWCB including the CWCB loan origination fee of 1% of the loan amount. At said meeting,the Shareholders charged that these resolutions are irrepealable during the term of the loan and, pursuant to the Company's bylaws,authorized the Board of Directors and officers, RESOLVED as follows: 1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a loan in the amount of$101,000, or such actual amount, more or less, as needed to finance the project costs,including the CWCB loan origination fee of 1%,and 2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual amounts due under the LOAN CONTRACT, and to pledge assessment revenues and the Company's right to receive said revenues for repayment of the loan,and 3. to place said pledged revenues in a special account separate and apart from other COMPANY revenues, and 4. to make the annual payments required by the PROMISSORY NOTE and to make annual deposits to a debt service reserve fund,and 5. to pledge its assessment revenues backed by a rate covenant and an undivided one hundred percent (100%) interest in the PROJECT,which includes the diversion, headgate and measurement equipment, and 6. to execute all documents as required by the LOAN CONTRACT, including, but not limited to, a PROMISSORY NOTE, SECURITY AGREEMENT and DEED OF TRUST, necessary to convey a security interest in said property to the CWCB,and 7. to take such other actions and to execute such other documents as may be necessary to consummate and implement the loan. CERTIFICATION THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE,j) DAY OF 6-�-t�(LI C 2014. (S E A L) � By 62) ---- Signature ATTEST: NAME: /OA rrPbv CPOck.J ■e`r By O' L /TITLE: rr'S Signature of Corporate secretary DATE: cr-.3 °c9D/4 DATE: g-3Q° U/ Appendix 3a Page 1 of 1