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<br />RESJUTION OF THE BOARD OF DIro\:~rORS <br />OF THE ARKANSAS GROUNDWATER USERS' ASSOCIATION <br /> <br />The Board of Directors of the Arkansas Groundwater Users' Association (Association), <br />at a meeting held January 20, 1998, at Manzanola, Colorado, adopted the following <br />resolutions concerning a loan in the amount of$590,590.00 from the State of Colorado <br />Water Conservation Board (CWCB), for thqmrpose of purchasing 1,007 shares of stock <br />in the Excelsior Irrigating Company. <br /> <br />At said meeting, the Board charged that these resolutions are irrepealable during the term <br />of the loan and, pursuant to the Association's bylaws, authorized the Vice President and <br />Corporate Secretary as follows. <br /> <br />1. RESOLVED, to enter into and comply with the terms of a contract with the <br />Colorado Water Conservation Board for a loan in the amount of $590,590.00. <br /> <br />2. RESOLVED, to levy and collect assessments from the members in an amount <br />sufficient to pay the annual amounts due under the Loan Contract, and to pledge <br />assessment revenues and the Association's right to receive said revenues for <br />repayment of the loan, and <br /> <br />3. RESOLVED, to place said pledged n:venues in a special account separate and <br />apart from other Association's revenlles, and <br /> <br />4. RESOLVED, to make the annual payments required by the promissory note and <br />to make annual deposits to a debt service reserve fund, and <br /> <br />5. RESOLVED, to execute all documents as required by the loan contract, including, <br />but not limited to, a Security Agreement, Assignment of Deposit Account as <br />Security, and a Promissory Note, and <br /> <br />6. RESOLVED, to convey a security interest to the CWCB in the 1,007 shares of the <br />Excelsior Irrigating Company purchased with the loan funds by executing and <br />delivering a recorded deed of trust, security agreement, and stock assignment to <br />the CWCB, and <br /> <br />7. RESOLVED, to take such other actions and to execute such other documents as <br />may be necessary to consummate and implement the loan. <br /> <br />CERTIFICA nON <br /> <br />THE UNDERSIGNED, THE VICE PRESIDENT AND THE CORPORATE SECRETARY, <br />RESPECTIVELY, HEREBY CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT <br />COPIES OF RESOLUTIONS SUL Y ADOPTED At A MEETING OF THE ASSOCIATION'S BOARD <br />OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE <br />ASSOCIATION'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR <br />RESCINDED. <br /> <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE ASSOCIATION THF) .iPBA Y OF Jc-.-, <br />1998. <br /> <br />By 1~1f~ <br /> <br />Secretary-Treasurer <br /> <br />,,~4!J.J!/; <br /> <br />. e President <br />