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<br />') <br /> <br />RECEIVED <br />FEB 0 5 1999 <br /> <br />RESOLUTIONS OF THE STOCKHOLDERS OF <br />THE NORTH POUDRE IRRIGATION COMPANY <br /> <br />CoIOl'odoWlIler <br />ecn.erva~~~ stockholders of The North poudre Irrigation Company <br />("Company"), at a stockholders' meeting held February 1, 1999 at <br />Fort Collins, Colorado, adopted the following resolutions concern- <br />ing a loan in the amount of up to $500,000, not to exceed 75% of <br />actual construction costs, from the State of Colorado Water <br />Conservation Board ("State"), for the purpose of rehabilitation of <br />portions of the North poudre system, including the construction of <br />the North Poudre Reservoir #5 5pillway, to pipe the ditch below <br />North poudre #6 dam, and to pipe a portion of North poudre' s <br />Buckeye Lateral. <br /> <br />At said meeting, the sharenolders charged that these resolu- <br />tions are irrepealable during the term of the loan and, pursuant to <br />the Company's bylaws, authorized the Board of Directors and <br />officers as follows: <br /> <br />1. RESOLVED, to enter into and comply with the terms of a <br />contract with the Colorado Watej Conservation Board for a loan in <br />the amount of up to $500,000; aOd <br /> <br />2. RESOLVED, to levy and c:ollect assessments from the share- <br />holders in an amount sufficient ~o pay the annual amounts due under <br />the Loan Contract, and to pledge assessment revenues and the <br />Company's right to receive said [.evenues for repayment of the loan; <br />and <br /> <br />3. RESOLVED, to place said pledged revenues in a special <br />account separate and apart from other Company revenues; and <br /> <br />4. RESOLVED. to make the annual payments required by the <br />promissory note and to make aonual deposi ts to a debt service <br />reserve fund; and <br /> <br />5. RESOLVED. to pledge certain property of the Company as <br />collateral for the loan and execute documents necessary to convey <br />a security interest in said property to the CWCB; and <br /> <br />6. RESOLVED. to execute all documents as required by the <br />loan contract and approved by tpe North poudre Board of Directors <br />including, but not limited to a Security Agreement, Assignment of <br />Deposit Account as Security. ana a Promissory Note; and <br /> <br />7. RESOLVED. to take sucb other actions and to execute such <br />other documents as may be necessary to consummate and implement the <br />loan. <br />