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pPP.-Q7-9S 03:26AM fRQM-ALREFTSOR RNG JONES 304-345-2456 T-5T1 N UTl~6 F-21B <br />COST'AIN AMEItICq INC. <br />51:4'fEMENT OF CORPORATE ACTION <br />TARN BY UNANIMOUS WRITTEN CONSENT' <br />~. OF TIIT <br />BOARD OF DIRECTORS <br />WITHOUT A MEETING <br />I'ursttartt to the provisions of Section 141 of the General Corporation Law of the Stare of <br />Delaware, the undersigned, beinE all of the members of the Board of birecuyrs of Contain <br />America Ina (the "Corporation"), a Delawaze corporation, in lieu of a meeting of t}n~ ].toard o1' <br />Directors, the call irf which is expressly waived by adoption of this conseut., hereby consent to <br />adoption of the following resolutions as fully as if unattimously adopted a[ a duly called meeting <br />of directors: <br />~~ <br />~ WHEREAS, the Corporation is the holder of all the issued and outstanding. <br />shams of common stock of Contain Coal Ina (the "Shares"); <br />'VVHF:RF'nS, rlte Corporation agreed to sell the Shares to Rencoal, lnr., a <br />Delaware corporation. ("Buyer"), pursttant to the terms of a Stock Ytut:hasr <br />Agreement (the "SPA") dated November 8, 1996, as amended by a Supplemental <br />Agreement dated February 13, 1999 (the "Transaction"); <br />WHERF,AS, certain assets and liabilities are excluded from the 'transaction aS <br />more particularly described on the Schedule 1.1 to the SPA which is incorl+ornted <br />herein by reference (the "Excluded Assets and Liabilides"); and <br />WHEREAS, in connection with the 1Yatrsaction, the Board of f)irectots of the <br />Catpotatiou has deternrined that it is desirable co accept the trattsfer of all of the <br />lixdudrd Assets and Liabilities from Contain Coal lnc. in order to satisfy the <br />requirements ofilte SPA. <br />NOW, T'HE1tF:F'ORF„ BE IT RESOLVED, that, ptusuant to Section 17: of the <br />Delaware General C'orpotation l.aw, the Corporation shall, and it hereby dues, <br />accept a dividend on the outstanding shazes of the capital stock of Contain Coal <br />Inc. consisting of"ali of the EXCluded A$SFLJ ahd J.Ibb11111ES; aucl <br />