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<br />t <br /> <br />. <br /> <br />. <br /> <br />RESOLUTIONS OF TI1E STOCKHOLDERS OF <br />THE JACKSON LAKE RESERVOIR AND IRRIGATION COMPANY <br /> <br />The Stockholders of The Jackson Lake Reservoir and Irrigation Company (Company), at a <br />Stockholders' meeting held i=ebruary 12, 2000. Fort Morgan, Colorado, adopted the following <br />resolutions conceming a loan in the amount Of up to $336,600, not to exceed 90% of actual <br />costs, from the State of Colorado Water Conservation Board (State), for the purpose of <br />rehabilitation of the. Company's diversion struct\Jre on the South Platte River. <br /> <br />At said meeting, the Stockholders charged that these resolutions are in'epealable during the term <br />of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors and <br />officers as follows: <br /> <br />1. RESOLVED, to enter into and comply with the tenTIS of a contract with the Coiorado Water <br />Conservation Board for a loan in the amount of up to $336,600, and <br /> <br />2. RESOLVED, to levy and collect assessments from tha St~~kholders in an amount sufficient <br />to pay the annual amounts due under the Loan Contract, 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 revenlles in a special account separate and apart from <br />other COMPANY revenues, and <br /> <br />4. RESOLVED, to make the annual payments required by the promissory note and to make <br />annual 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 <br />the loan and execute documents necessary to convey a security interest in said real properly <br />and accounts to the CWCS, and <br /> <br />6. RESOLVED, to execute all documents all required by the loan contract, including, but not <br />limited to, a Security Agreement, Assigl1ffient Of Deposit Account As Security, and a <br />promissory Note. 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 />THI: UNDERSIQNeD, ReSPECTIVELY, THe PRESIDENl AND SeCRETARY OF THe COMPANY, HeREBY CERTIFY <br />THAT THE FOREGOING ARe TRue ANa CORRECT COPies OF RESOLUTIONS DULY AOOPTED AT A MEETING OF THE <br />COMPANY'S SHAReHOLDERS DULY CALLED AND HlOLD AS ABOVE ReCITED, PURSUANT TO THE COMPANY'S <br />IlYI.AWS, AND THAT SAID RESOLUTIONS HAVE NOT BEeN AMENDED OR RESCINDED, <br /> <br />GIVE~Y.N.D1;R OUR HANDS AND THlO SEAL OF THE COMPANY THE~ DAY OF FEBRUARY 2000. <br /> <br />~>.- ~'<::::~:"" By ~.e/<~ <br />.:.:. ('S'E-A L)S \. President <br />.f :-::.' ... -- -: . <br />;'?.A1T:~~,-",~; Q 0 <br />,,'By- ~A~'~~ r)~ <br />. ..: '" ",'Cprporate secreta~ <br />....,....".....,.. <br /> <br />. <br /> <br />. <br />. <br />l! <br />f <br />il <br /> <br />EXHIBIT <br /> <br />A <br />