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NOW THEREFORE, it is hereby agreed that 1. Consideration for this Amendment to the ORIGINAL CONTRACT consists of the payments that shall be made pursuant to this Amendment and the ORIGINAL CONTRACT, and the promises and agreements herein set forth. 2. It is expressly agreed by the parties that this Amendment is supplemental to the ORIGINAL CONTRACT, and all terms, conditions, and provisions thereof, unless specifically modified herein, are to apply to this Amendment as though they were expressly rewritten, incorporated, and included herein. 3. The CONTRACTOR'S shareholders and Board of Directors have adopted resolutions, irrepealable for the term of this loan, authorizing the CONTRACTOR to enter into this contract amendment to borrow the additional $1,155,000, to make and levy assessments sufficient to pay the annual loan payments, to pledge said assessments for repayment of the loan, and to convey a security interest in the three reservoirs to the STATE. Said resolutions are attached hereto as Attachment 1 and incorporated herein 4. Prior to the execution of this Amendment by the STATE, the CONTRACTOR shall submit to the STATE a letter from its attorney stating that it is the attorney's opinion that (1) the person signing for the CONTRACTOR was duly elected or appointed and has authority to sign such documents on behalf of the CONTRACTOR and to bind the CONTRACTOR; (2) the CONTRACTOR'S board of directors has validly adopted resolutions approving this Amendment; (3) there are no provisions in the CONTRACTOR'S articles of incorporation or by-laws or any state or local law that prevent this Amendment from binding the CONTRACTOR; and (4) this Amendment will be valid and binding against the CONTRACTOR if entered into by the STATE. 5. The STATE agrees that it shall loan the CONTRACTOR an additional $1,155,000 to finance PROJECT costs at an interest rate of 4.00% per annum for a term of thirty years. 6. The CONTRACTOR agrees that it shall execute the following documents, all of which shall set forth the revised loan amount: a. a Promissory Note, attached as Attachment 2 and incorporated herein, which shall supersede and replace Paragraph A.9 of the ORIGINAL CONTRACT; b. an Amended Deed of Trust, attached hereto as Attachment 3, incorporated herein, which shall be supplement and operate in conjunction with Appendix B to the ORIGINAL CONTRACT; c. an Amended Security Agreement, attached as Attachment 4 and incorporated herein, which shall supplement and operate in conjunction with Appendix C to the ORIGINAL CONTRACT; and 7. The parties agree that the ORIGINAL CONTRACT is and shall be modified, altered, and changed in the following respects only: a. The third line of Paragraph A.2, Time for Project Completion, shall be amended to read as follows: ''with construction in order to complete the PROJECT no later than December 31, 2002." The Windsor Reservoir and Canal Company Page 2 of 4 Amendment No. 1