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SENT BY~xerox Telecopier 7021 1- 7-93 5~06PM 3030256525~G0 MINED LAND REC'L :x 7 <br />that would ba in the best interest of ~ the beneficiaries. <br />Exhibit G at Q 6. <br />The Trustee, in reliance upon good business judgment and <br />the advice of its counsel, concluded it was in the best interest of <br />all of the beneficiaries for the Trustee to negotiate with <br />Dorchester and Energy Fuels. The Trustee and its counsel engaged <br />in extensive negotiations that culminated in a transaction between <br />the Trustee, Dorchester and Energy Fuels that closed on March 22, <br />1985. The agreement between the Trustee, Dorchester and Energy <br />Fuels is evidenced by the following documents executed on March 22, <br />1985: <br />1. Raques~ for Consent to Assignment and Consent; <br />2. Supplemental Lease Agreement (the "Supplemental <br />Lease"); and <br />3. Agreement and Mutual Release. <br />A copy of each of these agreements is attached hereto as <br />Exhibits K, Imo. and ~, respectively, and are incorporated herein by <br />this reference. As additional consideration for this transaction, <br />the Trustee received on Marsh 22, 1985 a cashier's check Erom <br />Dorchester in the amount of $300,000. A copy of the $300,000 <br />cashier's check is attached hereto as Exhibit N and incorporated <br />herein by this reference. Also, the Trustee received, in the form <br />of a letter from Dorchester's counsel dated March 22, 1985, an <br />affirmation as to the availability of Dorchester's production <br />records for the purpose of a royalty audit. A copy of Dorchester's <br />counsel's March 22, 1985 letter is attached hereto as $xhibit o and <br />incorporated herein by this reference. The transaction that was <br />closed on March 22, 1985 was in the best interests of the <br />beneficiaries. ,fig Memorandum from Ted Stockmar to the Bank dated <br />March 22, 1985, a copy of which is attached hereto as Exhibit P, <br />and an opinion latter from Lucius Weods to the Bank dated April a, <br />1985, a copy of which is attached hereto as Exhibit D, both of <br />which are incorporated herein by this reference. <br />During the course of the negotiations, the parties <br />reached an impasse leaving the Trustee Paced with difficult <br />decisions regarding whether to compromise with Dorchester and <br />Energy Fuels or to remain intransigent and cause the Dorchester <br />deal with Energy Fuels to fail. The Trustee was faced with three <br />alternatives: (1) do nothing which would ultimately leave the <br />trusts embroiied in litigation for failure to comply with paragraph <br />Z7 of the Lease; (2) accept the compromise settlement and replace <br />Dorchester with a more favorable operator; or (3) reject the offer <br />and file suite to resolve the two disputes with Dorohester <br />regarding the appropriate distribution of the Harrison-Western Fund <br />and the extent of coverage of subsurface coal under the Lease. See <br />Exhibits P and Q. Joseph A. Vento stated his disapproval of the <br />transaction; however, he was willing to proceed with the <br />transaction provided the Trustee would agree to distribute one- <br />:w~o.i s,,eo,oim.m,m <br />