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RESOLUTIONS OF THE BOARD OF DIRECTORS <br />OF WOOD LAKE MUTUAL WATER AND IRRIGATION COMPANY <br />The Board of Directors of Wood Lake Mutual Water and Irrigation Company (Company), at <br />a meeting heldoc�. 2�, 2007, at Eaton , Col�rado, adopted the following resolutions <br />concerning a secured loan from the State of Colorado Water Conservation Board (CWCB), for the <br />purpose of replacing the outlet works and spillway for Angel Lake in the amount of $212,706 or <br />such actual amount, more or less, as may be needed by the Company and available from the <br />CWCB including the CWCB loan origination fee of 1% of the loan amount. <br />At said meeting, the Board charged that these resolutions are irrepealable during the term <br />of the loan and, pursuant to the Company's bylaws, authorized the President and Corporate <br />Secretary, RESOLVED as follows. <br />1. to enter into and comply with the terms of a contract with the Colorado Water Conservation Board <br />for a loan in the amount of $212,706, or such actual amount, more or less, as needed to finance <br />the project costs, including the CWCB loan origination fee of 1%, and <br />2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual <br />amounts due under the Loan Contract, and to pledge assessment revenues and the Company's <br />right to receive said revenues for repayment of the loan, and <br />3. to place said pledged revenues in a special account separate and apart from other CoMParvv <br />revenues, and <br />4. to make the annual payments required by the promissory note and to make annual deposits to a <br />debt service reserve fund, and <br />5. to pledge the Company's storage rights for Angel Lake reservoir, along with the easement to use <br />said reservoir, as coilateral for the loan and execute all documents, including a security <br />agreement and deed of trust, necessary to convey a security interest in said properry to the <br />CWCB, <br />6. to execute all documents as required by the loan contract, including, but not limited to, a Security <br />Agreement and a Promissory Note, and <br />7. to take such other actions and to execute such other documents as may be necessary to <br />consummate and implement the loan. <br />CERTIFICATION <br />THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY HEREBY CERTIFY THAT THE <br />FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE <br />COMPANY'S BOARD OF DIRECTORS DULY CALLED AND HELQ AS ABOVE RECITED, PURSUANT TO THE <br />COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE1 ct DAY OF Nnc�r�mhPr `�007. <br />(SEAL) <br />By <. -��� �--, �`� +�`�,�-�~�- <br />;.G�ry Booth, President <br />ATTEST: , ,, <br />�' � j'/ <br />By j � ���y' , � ° �Yd%[-'C !.'t,y�F. <br />aN� ncy Ha��rr , Corporate Secretary <br />1 <br />Appendix 3b to Loan Contract C150244 <br />