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<br />
<br />RESOLUTIONS OF THE- SHAREHOLDERS
<br />'OF THE ApPLETON NORTHWEST (ML 369) LATERAL & DRAINAGE COMPANY
<br />
<br />The Shareholders of the Appleton Northwest (ML 369) Lateral & Drainage Company (Company),
<br />at a Shareholders' meeting held January 31, 2002, at (1,rnf1.~ ,jt.lvuyft0i) , Colorado,
<br />adopted the following resolutions concerning a loan from the State of Colorado Water
<br />Conservation Board (State), for the purpose of rehabilitating the Appleton Northwest (ML 369)
<br />Laterai, in the amount of $100,000 or such actual lesser amount as may be needed by the
<br />Company and available from the State for up to 90% of the actual project costs.
<br />
<br />At said meeting, the Sharehoiders charged that these resolutions are irrepealable during the term
<br />of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors and
<br />officers as follows:
<br />
<br />1. RESOLVED, to enter into and compiy with the terms of a contract with the Colorado Water
<br />Conservation Board for a loan in the amount of $100,000, or such actual lesser amount as
<br />needed to finance up to 90% of the project costs, and
<br />
<br />2. RESOLVED, to ievy and collect assessments from the shareholders in an amount sufficient
<br />to pay the annual amounts due under the Loan Contract, and to pledge assessment
<br />revenues and the Company's right to receive said revenues for repayment of the loan, and
<br />
<br />3. RESOLVED, to place said pledged revenues in a special account separate and apart from
<br />other COMPANY revenues, and
<br />
<br />4. RESOLVED, to make the annual payments required by the promissory note and to make
<br />annual deposits to a debt service reserve fund, and
<br />
<br />5. RESOLVED, to pledge certain property of the Company as collaterai for the loan and execute
<br />documents necessary to convey a security interest in said property to the CWCB, and
<br />
<br />,6. RESOLVED, to execute all documents as required by the loan contract, including, but not
<br />limited to, a Security Agreement, Assignment Of Deposit Account As Security, and a
<br />Promissory Note~and
<br />
<br />7. RESOLVED, to take such other actions and to execute such other documents as may be
<br />necessary to consummate and implement the loan.
<br />
<br />CERTIFICATION
<br />
<br />ERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HERE~CERTIFY
<br />, ~ ""All111I~ 'l< EGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE
<br />,$":~,~41~~~~.AREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PU.RSUANT TO THE COMPANY'S
<br />/' I;"'/~YLAWS,~,~ AT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINJAdt ,
<br />
<br />.' i \.U S'~. ,\\l1l!9~f.~ R HANDS AND THE SEAL OF THE COMPANY TH~) DAY O~ 2002,
<br />
<br />~\. ('''. .f! By rq-~)" I2vle 9-
<br />"'O;~';d"J S E ~J:) , GR,oger Warren, President
<br />,'.r'
<br />
<br />
<br />
<br />A
<br />By
<br />Apple on Northwes (ML 369) Lateral & Drainage Company, Corporate Secretary
<br />
<br />Appendix 3 to Loan Contract C150088
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