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111 III1111111111111 ~ ~ <br />CERTIFIED CORPORATE RESOLUTION <br />The undersigned, Kanji Saito, hereby certifies that he is Vice President of Lorencito Coal <br />Company, LLC ("Lorencito", Picketwire Processing, LLC ("Picketwire), and Trinidad Railway <br />Holding, LLC ("Holding"), that the following resolutions were passed by unanimous consent of <br />the Management Committees of Lorencito, Picketwire, and Holding (collectively the "EEGs") <br />effective as of February 9, 1998 and reaffirmed February 10, 1998, and that said resolution has <br />not since been revoked or amended: <br />RESOLVED, that the withdrawal of A.P. Maxwell Development Company as a member <br />of each of the LLCs be and hereby confirmed effective as of the date and time of these <br />resolutions, being February 9, 1998. <br />RESOLVED, that A.L. Perry.and Bruce Addington be and hereby are removed as officers <br />of each of the LLCs to the extent that they have not already resigned from such capacities, <br />and the following persons be and hereby are elected to serve as officers of each of <br />Lorencito, Picketwire, and Holding: <br />President: Koichiro Inami <br />Vice President John W. Patterson <br />Vice President Kanji Saito <br />Secretary John W. Patterson <br />Treasurer John W. Patterson <br />RESOLVED, that A. L. Perry and Bruce Addington be and hereby are removed as <br />directors of Trinidad Railway, Inc., to the extent they have not already resigned from such <br />capacities. <br />RESOLVED. that the officers of the LLCs be and hereby aze authorized and directed to <br />take such actions as may be necessary or appropriate to obtain all of the files and records <br />of Lorencito, Picketwire, or Holding from Mr. Perry and Mr. Addington, and to move <br />such files and records to the offices of Taiheiyo (U.S.A.) in Denver. <br />RESOLVED, that Lorencito take such further actions as may be necessary or appropriate <br />to accomplish the bulk sampling and face-up work as previously agreed by the <br />Management Committee, and Lorencito and Picketwire take such further actions as may <br />be necessary or appropriate to negotiate with and retain an appropriate engineering firm <br />(as may be selected by Messrs. Patterson and Inami with the assistance of Mr. Cooper) to <br />prepare a feasibility study regarding the proposed operations. <br />RESOLVED, that Mr. Cooper and Mr. Patterson take such steps as may be necessary or <br />appropriate to notify the state of Colorado, Frontier, and other persons as in their judgment <br />may be appropriate of the withdrawal of Maxwell from the LLCs. <br />