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3. Other A¢reements: <br />(a) MetsolSvedala Settlzmen: Aereement. <br />(b) 304809 Exempt Trancponauon Contract dated August 1, 2001 (Big Lift <br />Transportation Contracu between Burlington Northern and Santa Fe Railway <br />Company BNSFC. COhIAT and Rock & Rail. <br />tc) Nonparticipating Royah} Deed and Agreement dated as of April 28. 2001 <br />among Agile, Dr. Mitchell E. Abert, and COMAT. <br />(d) Employment and Non-Competition Agreement dated as of August 29, 2000 <br />between Rock & Rail, Fred Jones and COMAT. <br />(e) Employment and Non•Competition Agreement dated as of June 9, 2000 between <br />COMAT and David P. Hostetler. <br />COMAT has entered into certain Contracts that may contain provisions ob{igating <br />COMAT, under cerain circumstances, to indemnify one or more other parties [o such <br />Contracts: <br />I. LINC Documents: <br />(a) ZINC COMAT Guaranty. <br />2. Other Aereements: <br />(a) U.S. Bancorp COMAT Guaranty. <br />(b) Mining Reclamation Bond Indemnity Agreement. <br />(c) The agreements listed in part 3(e) of Schedule 3.7. <br />Schedule 4.2(a)(i) <br />Capitalization of Companies <br />The following sets forth the outstanding capi[al of each Company prior to the <br />Conversion or Agile Restructuring, as applicable: <br />ACRW: COMAT was rite sole member of ACRW, with a 1009c membership interest. <br />AGILE: Agile had 100 outstanding shares of Class A common stock, par value E 1.00 per share. all of <br />which were held by COMAT. <br />CMAC: CMAC bad 1,000,000 outstanding sham of common stock, withou[ par value, all of which <br />were held by COMAT. <br />ROCK & RAIL: Rock & Rail had 100 outstanding shares of Class A common stock, without par value. <br />all of which were held by COMAT. <br />Following the Conversion and immediately pnor to Closing, COMAT will be [he sole <br />member of each of ACRW, CMAC and Rock & Rail, with a 1009c limited liability company <br />interest in each such Company. Following the Agile Restructuring and immedia[ely prior to <br />Closing, COMAT will be the sole member of Agilz. wuh a 100'7c limited liability company <br />interest in Agile. <br />I~ <br />