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<br />.~ <br /> <br />.r"~ <br /> <br />.!. <br /> <br />RESOLUTIONS O~ THE MEMBERS <br />OF THE ARKANSAS GROUNDWATER USERS ASSOCIATION <br /> <br />The Members of the Arkansas Groundwater Users Association (Association), at a Members' <br />meeting held ~. }{. 11 q 7 , _, at 1/ ;.--t.cJ , Colorado, adopted the <br />following resolutions cOncerning a loan in ttfii ~tnount of $590,590 from the State of Colorado Water <br />Conservation Board (State), for the purpose of purchasing 1,007 shares of stock in the Excelsior <br />Irrigating Company. <br /> <br />At said meeting, the Members charged that these resolutions are irrepealable during the term of the <br />loan and, pursuant to the Association's bylaws, authorized the Board of Directors and officers as <br />follows: <br /> <br />1. RESOLVED, to enter into and comply with the terms of a contract with the Colorado Water <br />Conservation Board fo~ a loan in the amount of $590,590, and <br /> <br />2. RESOLVED, to levy and collect assessments from the members in an amount sufficient to pay <br />the annual amounts due under the Loan Contract, and to pledge assessment revenues and the <br />Association'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 />Association's 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 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 />6. RESOLVED, to convey a security interest to the CWCB in the 1,007 shares of the Excelsior <br />Irrigating Company purchased with the loan funds by executing and delivering a recorded deed <br />of trust, security agreement, and stock assignment to the CWCB, 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 />CERTIf'ICATION <br /> <br />THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE ASSOCIATION, HEREBY CERTIFY <br />THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE <br />ASSOCIATION'S MEMBERS DULY CALLED AND HELD As ABOVE RECITED, PURSUANT TO THE ASSOCIATION'S <br />BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE ASSOCIATION THEUf& DAY OF Fei:>yutU''j <br /> <br />~ <br /> <br />1998. <br /> <br />By <br /> <br /> <br />~ <br />Iifford G. Walter, Vice-President <br /> <br />(SEAL) <br /> <br />ATTEST: <br />7J~(} I -- <br />By A~A.J jhaU:;?b <br />Keith Beattie, Corporate Secretary <br /> <br />Appendix 1 to Loan Contract C153808 <br />