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<br />,1"."
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<br />RESOLUTIONS OF THE STOCKHOLDERS OF
<br />
<br />THE JACKSON LAKE RESERVOIR AND IRRIGATION COMPANY
<br />
<br />At a meeting held on February 12, 2000, the Stockholders of The Jackson Lake Reservoir and
<br />Irrigation Company (Company), approved obtaining a loan in the amount of up to $336,600, not to .
<br />exceed 90% of actual costs, from the State of Colorado Water Conservation Board (State), for the
<br />purpose of rehabilitation of the Company's diversion structure on the South Platte River.
<br />
<br />Due to project cost overrun and design changes due to site conditions encountered during
<br />construction, the total cost of the project increased by approximately $59,000. The Company applied
<br />to the State for an increase in the loan of $53,100, for a total loan amount of $369,700, not to exceed
<br />90%, and the State approved such request.
<br />
<br />To approve the additional loan amount from the State, the Stockholders, at a meeting held on
<br />February 10, 2001, charged that these resolutionS are irrepealable during the tenn of the loan and,
<br />pursuant to the Company's bylaws, authorized the Board of Directors and officers as follows:
<br />
<br />1. RESOLVED, to enter into and comply with the tenns of an amendment to the Loan Contract with
<br />the Colorado Water Conservation Board for a loan in the amount of up to $389,700, and
<br />
<br />2. RESOLVED, to levy and collect assessments from the Stockholders in an amount sufficient to pay
<br />the annual amounts due under the Loan Contract, as amended, and to pledge assessment
<br />revenues and the Company's right to receive said revenues for repayment of the loan, and
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<br />3. RESOLVED, to place said pledged revenues In a special account separate and apart from other
<br />COMPANY revenues, and
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<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
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<br />5. RESOLVED, to pledge certain real property and accounts of the Company as collateral for the
<br />loan and execute documents necessary to convey a security interest in said real property and
<br />accounts to the CWCB, and
<br />
<br />6. RESOLVED, to execute all documents as required by the loan contract, including, but not limited
<br />to, a Security Agreemen~ 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.
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<br />CERTIFICATION
<br />
<br />THE UNDERSIGNEO. RESPECTNEL Y, THE PRESIOENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY THAT THE
<br />FOREGOING ARE TRUE ANO CORRECT COPIES OF RESOLUTIONS OULY ADOPTEO AT A MEETING OF THE COMPANY'S
<br />SHAREHOLDERS OULY CALLED AND HELD AS ABOVE REClfEO, PURSUANT TO THE COMPANY'S BYLAWS, AND THAT
<br />SAIO RESOLUTIONS HAVE NOT BEEN AMENOED OR RESCINDED.
<br />
<br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE 10TH DAY OF FEBRUARY 2001.
<br />
<br />(SEAL)
<br />
<br />By
<br />
<br />a~tt:t/ /~:P;;
<br />
<br />President (/
<br />
<br />ATTEST ~ f1L.
<br />By \ J{. ,
<br />orporate Secretary r
<br />
<br />Attachment 1 to Amendment No.1 to Contract C150043
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