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<br />1'aMh AND PLACE OI' CI~OSIflG <br />The Closing with respect to the Articles of Partnership <br />o.f II-G Coal Company ("Articles") between Coalgrace, Inc. <br />("Coalyr.ace"), a wholly-owned subsidiary of W. R. Grace 6 Co. <br />("Grace") and Ilanwest, Inc. ("}lanc,est"), a wholly-owned sub- <br />sidiary of The Hanna Mining Company ("Hanna"), providing for <br />the formation of ageneral partnership ("Partnership") for <br />the purpose of mining coal in the Ha}'den Gulch Project, Routt <br />County, Colorado, was held on January 30, 197© at 3:00 p.m., <br />local time, at the office of Grace, 1114 Avenue of the Americas, <br />New Tork, New York. All documents to be executed and delivered <br />b}~ Hanna and Hanwest were executed in Cleveland and delivered <br />at the Closing by their counsel. The Closiny was completed at <br />5:00 p.m. on such date, and all documents listed herein were <br />delivered simultaneously at the completion of the Closing, ex- <br />cept as otherwise indicated. <br />PARTIES PRESENT <br />The parties participating at the Closing with respect to <br />the Articles and their representatives were as follows: <br />GRACE: H. R. Logan, Executive Vice President <br />J. C. Duggan, Assistant Secretary <br />COALGRACE: H. R. Logan, Chairman <br />J. C. Duggan, Secretary <br />Counsel for Grace and Coalgrace: <br />John C. Duggan, Esq. <br />Craig E. Jameson, Esq. <br />]iANNA and Stuart H. Theis, Esq., Assistant Secretary <br />}le1NWEST: and Counsel <br />I. ACTIONS TAKEN PRIOR TO EXECUTION OF ARTICLES <br />Corporate Action by Coalgrace and Ilanwest <br />1.01 By unanimous wriCten consent dated December 2, <br />1977 the Board of Directors of Coalgrace autho- <br />rized Coalgrace to enter into a general partner- <br />ship with Ilanwest pursuant to the Articles. <br />