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<br />
<br />RESOLUTIONS OF THE BOARD OF DIRECTORS
<br />OFTHE WOOD LAKE MUTUAL WATER & RESERVOIR COMPANY
<br />
<br />At a meeting held January 8, 1997, at Eaton, Colorado, the Board of Directors of The Wood Lake
<br />Mutual Water & Irrigation Company (Company), approved obtaining a loan in the amount of $188,000
<br />from the State of Colorado Water Conservation Board (State), not to exceed 75% of actual construction
<br />costs, for the rehabilitation of the Wood Lake Dam at an estimated cost of $250,000. The cost of the
<br />project was increased to approximately $550,000 due to changed field conditions, revised project
<br />requirements by the State Engineer's Office, and difficulties in obtaining project easements. The
<br />Company applied for and was approved by the State for an increased loan amount of up to $458,000,
<br />not to exceed 83% of project costs.
<br />
<br />At a Board of Directors meeting held n A'/ I Z. ,1999, the Board of Directors 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 President and Secretary 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
<br />
<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
<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 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
<br />
<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
<br />
<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.
<br />
<br />CERTIFICATION
<br />
<br />THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY, RESPECTIVELY, HEREBY CERTIFY
<br />THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF
<br />THE COMPANY'S BOARD OF DIRECTORS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE
<br />COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED.
<br />
<br />GIVENUNDEROURHANDSANDTHESEALOFTHECOMPANYTHE /2.Tb DAYOF HAY" 1999.
<br />
<br />
<br />By ~d4'A' ~~rf"<..;-f-
<br />( SEA L ) Ruben Hergert, Presi nt
<br />
<br />ATTEST:
<br />
<br />By
<br />
<br />,
<br />
<br />(JGCAJ.. nl_~IJ~
<br />Mill, Corporate Secr tary
<br />,
<br />i
<br />
<br />Vicki
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