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OXBOW CARBON LLC <br />Assistant Secretary's Certificate <br />I, David W. Clark, the duly elected Assistant Secretary of Oxbow Carbon LLC, a <br />Delaware limited liability company, (the "Company") with a place of business at 1601 <br />Forum Place, Suite P-2, West Palm Beach, FL 33401, do hereby certify as follows: <br />1. Attached hereto is a list of all the directors and officers of the <br />Company as of October 21, 2008. <br />IN WITNESS THEREOF, I have hereunto set my hand and affixed the seal of the Company <br />this 21st day of October, 2008. <br />az? ?e, ? ? &. 0 <br />David W. Clark, Assistant Secretary <br />K:\CORP\OXCARBON\CERTFORKIGER.DOC