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DORSEY & WHITNEY LLP <br />• MINNEAPOLIS <br /> REPV BLIC PLAZA BUILDING, SUITE 4400 NEW YORK <br /> wnSHlNCior, D.c. 370 SEVENTEENTH STREET <br /> D¢NVER <br /> Loroor DENVER, COLORADO 80202-5644 <br /> SEATTLE <br /> e0.0s5EL5 TELEPHONE: (303) 629-3400 <br /> HONG KONG FAX: (303) 629-3450 Fn0.co <br /> DES MOINES BILLINGS <br /> ROBERT A BASSETT <br /> ROCHESTER (~) B2arS1S MISSOULA <br /> bassett.6ob®doneylaa.com <br /> COSTA MESA <br />O0.EAT FALLS <br /> April 3, 1997 <br />Mr. Jerry Koblitz <br />Principal <br />Greystone <br />5990 Greenwood Plaza Blvd., Suite 250 <br />Englewood, CO 80111 <br />Dear Mr. Koblitz, <br />This letter is in response to item 25 of the Colorado Department of Minerals <br />and Geology's list of concerns on the application for a mining permit filed by <br />• Lorencito Coal Company, LLC. <br />Item 25 is, in essence, a request for documents showing tl~e relationship <br />between Lorencito Coal Company and the railroad. The railroad is called Trinidad <br />Railway, Inc. All of the stock of Trinidad Railway, Inc. is owned by Entech, Inc. <br />Entech is also the parent company of Basin Resources, Inc. <br />Trinidad Railway, Inc. is currently the subject of a Stock Sale Agreement <br />between Entech and A.P. Maxwell Development Company, LLC. All of the shares of <br />Trinidad Railway, Inc. will be transferred to A.P. Maxwell under the terms of the <br />Stock Sale Agreement following CDMG's approval of the transfer of Basin <br />Rc50 iiI~2'.i pcIII iii GIl tilt ~~cR" Eik p: GC~.iSlag fa~il;ty C'Q1-012. E.:h.ba ?-I Cf the <br />application for transfer of permit C-81-012 contains a copy of the Escrow Agreement <br />which states that the shares of Trinidad Railway, Inc. will be delivered to <br />A.P. Maxwell following approval of the transfer by CDMG. <br />As you know, A.P. Marvell and Taiheiyo (U.S.A.), Inc. are each 50% owners <br />of Lorencito Coal Company. A.P. Maxwell and Taiheiyo are also each 50% owners of <br />a newly formed company called Trinidad Railway Holding ,LLC. As soon as the <br />Trinidad Railway stock is transferred to A.P. Ivlaxwell, it is obligated to transfer the <br />stock to Trinidad Railway Holding, LLC. <br />• <br />