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<br /> <br />RESOLVED, that any effort by Maxwell to revoke its notice of withdrawal shall be <br />resisted as being impermissible under the operating agreements. <br />RESOLVED, that the proper officers and managers of Lorencito, Picketwire, and Holding <br />be and are hereby authorized and directed to take all such further action and to execute and <br />deliver all such instruments and documents in the name and on behalf of the Corporation, <br />and under its corporate seal or otherwise, as in their judgement shall be necessary, proper <br />or advisable in order to fully carry out the intent and to accomplish the purposes of the <br />foregoing resolutions. <br />I, Kanji Saito, duly appointed Vice President of each of the LLCs, do hereby certify that <br />the foregoing is a full, true and correct copy of resolutions of the Management Committees of the <br />LLCs. <br />In witness whereof, 1 have hereunto set my hand this <br />day of Marc/h~, 1998. <br />'1 // <br />Kanj' iCo <br />Lor ncito Coal Company, LLC <br />Picketwire Processing, LLC <br />Trinidad Railway Holding, LLC <br />