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WHEREAS, none of the members of the Board have any potential conflicting interests in
<br /> connection with the authorization, execution and delivery of the Loan A Amendment, the Loan
<br /> A Note Amendment, the Loan B Contract or the Loan B Note; and
<br /> WHEREAS, the Board desires to authorize the execution and delivery of the Loan A
<br /> Amendment, the Loan A Note Amendment, the Loan B Contract and the Loan B Note and the
<br /> approval, execution and delivery of any other documents necessary and appropriate to effectuate
<br /> the transactions described in this Resolution;
<br /> THEREFORE, be it resolved by the Board of Directors of Pagosa Area Water and
<br /> Sanitation District, Archuleta County, Colorado, acting as the governing body of the District's
<br /> Water Activity Enterprise:
<br /> Section 1. Definitions. As used herein, the following capitalized terms shall have the
<br /> respective meanings set forth below,unless the context indicates otherwise.
<br /> "Adjusted Net Revenue" means the sum of Net Revenue plus availability of service
<br /> charge revenue.
<br /> "Agreement to Restructure" means the Agreement to Restructure the Original Loan
<br /> Contract dated as of October 27, 2015 by and among the District, the CWCB and the San Juan
<br /> Water Conservatory District, as subsequently amended by an Amendment to Agreement to
<br /> Restructure dated as of April 27, 2016.
<br /> "Board"means the Board of Directors of the District, acting as the governing body of the
<br /> Water Activity Enterprise of the District.
<br /> "Capital Improvements" means the acquisition of land, easements, facilities, and
<br /> equipment (other than ordinary repairs and replacements), and the design, construction or
<br /> reconstruction of improvements, betterments, and extensions, for use by or in connection with
<br /> the System.
<br /> "C.R.S." means the Colorado Revised Statutes, as amended and supplemented as of the
<br /> date hereof.
<br /> "CWCB"means the Colorado Water Conservation Board and any successor thereto.
<br /> "District" means the Pagosa Area Water and Sanitation District, acting by and through its
<br /> Water Activity Enterprise, Archuleta County, Colorado.
<br /> "Financing Documents" means, collectively, the Loan A Contract, the Loan A Note, the
<br /> Loan B Contract and the Loan B Note.
<br /> "Gross Revenue" means all income and revenues directly or indirectly derived by the
<br /> District from the operation and use of the System, or any part thereof, including without
<br /> limitation, any rates, fees, plant investment fees, standby charges, availability fees, tolls, and
<br /> charges for the services furnished by, the use of, or the availability of the System, and all income
<br /> attributable to any past or future dispositions of property or rights or related contracts,
<br /> settlements, or judgments held or obtained in connection with the System, its operations or
<br /> 4848-5023-6722.3
<br /> APPENDIX E-2
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