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SEVENTH CLAIM FOR RELIEF <br /> 22 . Plaintiffs reallege the allegations contained in <br /> paragraphs 1 through 7 hereof. <br /> 23 . Subsequent to the execution of the stock redemption <br /> agreements and promissory notes, Resources transferred a signifi- <br /> cant portion of its assets to Minerals, as part of a corporate <br /> reorganization. Those assets were subsequently transferred to <br /> Coal and Coke, a newly-formed subsidiary of Minerals. <br /> 24. The transfer to Minerals, and the eventual transfer to <br /> Coal and Coke, were not made in good faith and were not supported <br /> by adequate consideration. <br /> 25. The transfer of assets effectuated between Resources, <br /> Minerals, and Coal and Coke constitutes transfers between commonly <br /> owned and controlled entities. Such transfers left Resources <br /> insufficient assets to satisfy its obligations to plaintiffs. <br /> WHEREFORE, plaintiffs seek the invocation of the Court' s <br /> equitable jurisdiction ordering the assets transferred t-) Minerals <br /> and to Coal and Coke held in constructive trust for the use and <br /> benefit of plaintiffs pending the satisfaction of Resources <br /> obligations to plaintiffs, together with costs and disbursements, <br /> including reasonable attorneys fees, and for such other and <br /> further relief as to the Court seems proper and just. <br /> EIGHTH CLAIM FOR RELIEF <br /> 26. Plaintiffs reallege the allegations contained in <br /> paragraphs 1 through 7 and 23 through 25 hereof. <br /> 27. The conveyance of assets by Resources to Minerals, and <br /> the subsequent conveyance of said assets by Minerals to Coal and <br /> Coke, was made with the intent to hinder, delay, or defraud <br /> plaintiffs, or to prevent them from enforcing their rights against <br /> Resources pursuant to the promissory notes and stock redemption <br /> agreements. <br /> 28. The transfer of assets, upon which plaintiffs reasonably <br /> relied as a source of repayment, rendered plaintiffs' rights <br /> against Resources illusory and meaningless. The transfers <br /> constitute fraudulent conveyances within the meaning of C.R. S. <br /> §38-10-117 and should be set aside in accordance with the <br /> provisions of said statute. <br /> 86364/82!01 -5- <br />