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<br />RESOLUTIONS OF THE SHAREHOLDERS
<br />OF THE GREELEY & LOVELAND IRRIGATION COMPANY
<br />
<br />The Shareholders of the Greeley and Loveland Irrigation Company (COMPANY). at a Shareholders'
<br />meeting held January 19, 1998, at Greeley, Colorado, adopted the following resolutions
<br />concerning a loan in the amount of $308,000 from the State of Colorado Water Conservation
<br />Board (STATE). for the purpose of improvements to the Company's Equalizer Dam and appurtenant
<br />structures in Larimer County, At said meeting, the Shareholders charged that these resolutions are
<br />irrepealable during the term of the loan and, pursuant to the Company's bylaws, authorized the
<br />Board of Directors and officers as follows:
<br />
<br />1, RESOLVED, to enter into and comply with the terms of a contract with the Colorado Water
<br />Conservation Board for a loan in the amount of $308,000, and
<br />
<br />2, RESOLVED, to levy and collect assessments from the shareholders in an amount sufficient to
<br />pay the annual amounts due under the Loan Contract, and to pledge assessment revenues and
<br />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 other
<br />COMPANY revenues, and
<br />
<br />4, RESOLVED, to make the annual payments required by the promissory note and to make annual
<br />deposits to a debt service reserve fund, and
<br />
<br />5, RESOLVED, to execute a deed of trust to convey a security interest to the CWCB in certain
<br />property owned by the Company equal in value to the full amount of the loan, and
<br />
<br />6, RESOLVED, to execute all documents as required by the loan contract, including, but not limited
<br />to, a Security Agreement, Assignment Of Deposit Account As Security, and a Promissory Note,
<br />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 />THE UNDERSIGNED, RESPECTIVELY, THE PREsfDENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY THAT
<br />THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE
<br />COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S BYLAWS,
<br />AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED,
<br />
<br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE / qL~ DAY OF JANUARY 1998,
<br />
<br />(S EAL)
<br />
<br />~~.-kZA~/
<br />
<br />David Bernhardt, President
<br />
<br />ATTEST:
<br />
<br />By ~'l_T -.AJ':"-~
<br />Ronald , rinkman, Corporate Secretary
<br />
<br />Appendix 1 (a) to Loan Contract C153835
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