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<br />RESOLUTIONS OF THE BOARD OF DIRECTORS OF .
<br />
<br />THE JACKSON LAKE RESERVOIR AND IRRIGATION COMPANY
<br />
<br />At a meeting held on February 12, 2000, the Board of Directors 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 $389,700, not to exceed
<br />90%, and the State approved such request.
<br />
<br />To approve the additional loan amount from the State, the Board of Directors, 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 President and Corporate Secretary 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
<br />pay 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
<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 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 CWeB, 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, lHE PRESIDENT AND lHE CORPORATE SECRETARY, RESPECTNELY, HEREBY CERTIFY Tl-lAT lHE
<br />FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTEO AT A MEETING OF lHE COMPANY'S BOARD
<br />OF DIRECTORS OULY CAlLED ANO HELO AS ABOVE RECITEO, PURSUANT TO lHE COMPANY'S BYLAWS, ANO Tl-lAT SAID
<br />RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.
<br />
<br />GIVEN UNDER OUR HANOS AND lHE SEAL OF lHE COMPANY lHE 10TH DAY OF FEBRUARY 2001.
<br />
<br />By
<br />
<br />.2;fi;c,./ L c;::~
<br />
<br />President
<br />
<br />(S EAL)
<br />
<br />A lTESTj' L.
<br />
<br />By lto..Q. ()
<br />Corporate Secreta
<br />
<br />
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