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FURTHER RESOLVED, that the Assistant Secretary of the Company be <br />and is hereby authorized and empowered, without further approval by &.e Sole <br />Member and the Sole Manager, to do or cause to be done all such further acts and to <br />execute and deliver such other documents as he may deem necessary, to perform the <br />obligations of the Company pursuant to the Amended and Restated Limited <br />Liability Company Agreement of the Company, and otherwise to carry into effect, the <br />purposes and intent of the foregoing resolutions. <br />OXBOW CARBON LLC <br />Sole Member <br />By: <br />David W. Clark <br />Assistant Secretary <br />Michael W. Ludlow, Sale ; anager <br />