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FINAL
<br />DEFINITIONS
<br />As used in the Exhibits and Schedules, the following capitalized terms shall have the
<br />following meanings:
<br />"BNSF Asset Sale Agreement" means [he Agreement for Sale of Certain Assets, Rights
<br />and Obligations of The Burlington Northern and Santa Fe Railway Company to Rock & Rail
<br />dated as of February 24, 1999 between The Burlington Northern and Santa Fe Railway
<br />Company and Rock & Rail, as amended January 1, 2000.
<br />"LING" means LINO Acquisition One. LLC, a Colorado limited liability company
<br />"LING 55.500.000 Note" means the Promissory Note dated December l0, 1998 in the
<br />amount of $5,500,000 from Agile and Rock & Rail to U.S. Bank National Association, as
<br />amended by the Amendment to Promissory Note dated as of July 26, 1999 among such parties
<br />lowering the principal amount to 54,900.000. and the Second Amendment to Promissory Noce
<br />dated as of April 28, 2000 among such parties, and purchased from U.S. Bank National
<br />Association on March 22, 2002 by LILAC.
<br />"LING 5750.000 Note" means the Promissory Note dated as of December 10. 1998 in
<br />the amount of 5750,000 from Agile and Rock & Rail to U.S. Bank National Association, as
<br />amended by the Modification/Extension Agreements dated as of April 28. 2000 and lone 1,
<br />2001 among such parties, and the Amendment to Noce dated as of October 31, 200! among
<br />such parties, and purchased from U.S. Bank National Association on March 22, 2002 by LINO.
<br />"LING COMAT Guaranty" means the Guaranty dated as of April 28, 2000 from
<br />COMAT to U.S, Bank National Association (purchased from U.S. Bank National Association
<br />on March 22, 2002 by LILAC).
<br />"LING Loan /agreement" means the Revolving Credit and Draw Loan Agreement dated
<br />as of December 10, 1998 among U.S. Bank National Association (purchased from U.S. Bank
<br />National Association on March 22, 2002 by LILAC), Agile and Rock & Rail, as amended by
<br />(a) the First Amendment to Revolving Credit and Draw Loan Agreement dated February 23,
<br />1999, (b) the Second Amendment to Revolving Credit and Draw Loan Agreement dated
<br />July 26, 1999, (c) the Third Amendment to Revolving Credit and Draw Loan Agreement dated
<br />as of April 2$, 2000, (d) the Consent, Waiver, Acknowledgment and Release Agreement dated
<br />as of April 28, 2000 among Agile, Rock & Rail. COMAT, William H. Fefir, Mitchell E. Albert
<br />and U.S. Bank National Association, and (e) the Fourth Amendment to Revolving Credit and
<br />Draw Loan Agreement dated October 31, 2001,
<br />"LING Third Party Pledge Agreement" mcans the Third Party Pledge Agreement dated
<br />as of lone 28, 2000 between COMAT and U.S. Bank National Association (purchased from
<br />U.S. Bank National Association on March 22, 2002 by LILAC), pursuant to which COMAT
<br />pledged its 100 shares of Agile and 100 shares of Rock & Rail to secure the payment and
<br />performance of obligations owed to U.S. Bank National Association (now LILAC) by Agile and
<br />Rock & Rail.
<br />"Metso/Svedata Settlement Agreement" means the Settlement Agreement and Release
<br />dated as of August 8, 2002 amon& Metso Minerals lndustrtes, Inc. (flkfa Svedala Industries,
<br />lnc.), Agile and COMAT, as amended by the First Amendment to Settlement Agreement and
<br />Release dated as of September 30, 2002 among such parties, and as further amended by letters
<br />dated January 8, and January 22, 2003.
<br />"Minine Reclamation Bond" means the Financial Warranty Corporate Surety dated as
<br />of December 10, 2000 by Agile, as Operator, and American Manufacturers Mutual Insurance
<br />Company, as Warrantor, as provided to the State of Colorado, Division of Minerals & Geology.
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