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<br />RESOLUTIONS OF THE SHAREHOLDERS
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<br />OF THE WOOD LAKE MUTUAL WATER & IRRIGATION COMPANY
<br />
<br />At a meeting held January 8, 1997, at Eaton, Colorado, the Shareholders of The Wood Lake Mutual
<br />Water & Irrigation Company (Company), the Shareholders approved obtaining a loan in the amount of
<br />$188,000 from the State of Colorado Water Conservation Board (State), not to exceed 75% of actual
<br />construction costs, for the purpose of rehabilitation of the Wood Lake Dam at an estimated cost of
<br />$250,000. The cost of the project was increased to approximately $550,000 due to changed field
<br />conditions, revised project requirements by the State Engineer's Office, and difficulties in obtaining
<br />project easements. The Shareholders applied for and was approved by the State for an increased loan
<br />amount of up to $458,000, not to exceed 83% of project costs.
<br />
<br />At a Shareholders meeting held HA~ 12 , 1999, the Shareholders adopted the following
<br />resolutions and charged that these resolutions are irrepealable during the term 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 terms of a contract with the Colorado Water
<br />Conservation Board for a loan in the amount of up to $458,000, and
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<br />2. RESOLVED, to levy and collect assessments from the shareholders in an amount sufficient to pay
<br />the annual amounts due under the Loan Contract, and to pledge assessment revenues and the
<br />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 a certificate of deposit in the amount of one annual loan payment to serve as
<br />collateral and to execute an Assignment of Certificate of Deposit, and
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<br />6, RESOLVED, to execute all documents as required by the loan contract, including, but not limited to,
<br />a Security Agreement, Assignment Of Deposit Account As Security, and a Promissory Note, and
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<br />7. RESOLVED, to take such other actions and to execute such other documents as may be necessary
<br />to consummate and implement the loan,
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<br />CERTIFICATION
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<br />THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY CERTIFY
<br />THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF
<br />THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE
<br />COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.
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<br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPAN:Jl:lD 11- 7Jt ~ OJ H A~99.
<br />
<br />By Vkj~~ ' '
<br />( SEA L ) Ruben Herge~t
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<br />ATTEST:
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<br />By
<br />
<br />LLdu.' p".
<br />Mill, Corporate Sec etary
<br />
<br />r
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<br />
<br />Vicki
<br />
<br />Exhibit 1 to Loan Contract C15381 0 Amendment No.1
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