Exhibit 10.1
AMENDMENT NO. 1
to the
TRANSACTION AGREEMENT
by and among
CSX CORPORATION,
CSX TRANSPORTATION, INC.,
NORFOLK SOUTHERN CORPORATION,
NORFOLK SOUTHERN RAILWAY COMPANY,
CONRAIL INC.,
CONSOLIDATED RAIL CORPORATION
and
CRR HOLDINGS LLC
Dated as of June 10, 1997
AMENDMENT NO. 1
THIS AMENDMENT NO. 1 dated as of August 22, 1998 is by and among by and
among CSX CORPORATION, a Virginia corporation ("CSX"), CSX TRANSPORTATION, INC.,
a Virginia corporation, for itself and on behalf of its controlled Subsidiaries
(collectively, "CSXT"), NORFOLK SOUTHERN CORPORATION, a Virginia corporation
("NSC"), NORFOLK SOUTHERN RAILWAY COMPANY, a Virginia corporation, for itself
and on behalf of its controlled Subsidiaries (collectively, "NSR"), CONRAIL
INC., a Pennsylvania corporation, for itself and on behalf of its controlled
Subsidiaries (collectively, "CRR"), CONSOLIDATED RAIL CORPORATION, a
Pennsylvania corporation ("CRC"), and CRR HOLDINGS LLC, a Delaware limited
liability company ("CRR Parent"). CSX, CSXT, NSC, NSR, CRR, CRC and CRR Parent
have entered into that certain Transaction Agreement dated as of June 10, 1998
(the "Agreement"). The parties to the Agreement have determined to amend the
Agreement to increase the size of the Board of Directors of CRR Parent under the
Agreement as set forth herein. Accordingly, the parties agree as follows:
SECTION 1. Definitions. Capitalized terms used in this
Amendment and not defined herein shall have the meanings assigned to such terms
in the Agreement.
SECTION 2. Amendments of the Agreement. The Agreement is hereby
amended pursuant to and in compliance with Section 11.1 as set forth below:
(a) The text of subsection 4.2(a) is hereby deleted in its
entirety and the following substituted therefor:
"Following the Control Date, the business and affairs of
CRC shall be managed under the direction of the CRC Board
consisting of eight persons divided into two classes of
three directors. Four directors shall be designated by CSX
(the "CSX Directors") and four directors shall be
designated by NSC (the "NSC Directors")."
SECTION 3. Effectiveness. This Amendment shall become
effective as of August 22, 1998 (the "Amendment Date").
SECTION 4. Integration; Confirmation. On and after the Amendment
Date, each reference in the Agreement to "this Agreement," "herein," "hereunder"
or words of similar import, and each reference in any Note or other document
delivered in connection with the Agreement shall be deemed to be a reference to
the Agreement as amended by this Amendment, and the Agreement as so amended
shall be read as a single integrated document. Except as specifically amended by
this Amendment, all other terms and provisions of the Agreement shall continue
in full force and effect and unchanged and are hereby confirmed in all respects.
SECTION 5. Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
SECTION 6. Governing Law. This Amendment shall be construed
in accordance with and governed by the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the day and year first above written.
CSX CORPORATION
By: /s/PAUL R. GOODWIN
------------------
Name: Paul R. Goodwin
Title: Executive Vice President -
Finance and Chief Financial
Officer
CSX TRANSPORTATION, INC. (for itself and on
behalf of its controlled Subsidiaries)
By: /s/ MICHAEL J. WARD
--------------------
Name: Michael J. Ward
Title: Executive Vice President -
Finance and Chief Financial
Officer
NORFOLK SOUTHERN CORPORATION
By: /s/S.C. TOBIAS
--------------
Name: S. C. Tobias
Title: Vice Chairman and Chief
Operating Officer
NORFOLK SOUTHERN RAILWAY COMPANY
(for itself and behalf of its controlled
Subsidiaries)
By: /s/S.C. TOBIAS
--------------
Name: S. C. Tobias
Title: Vice President and Chief
Operating Officer
CONRAIL INC. (for itself and on behalf of
its controlled Subsidiaries)
By: /s/TIMOTHY O'TOOLE
------------------
Name: Timothy O'Toole
Title: President
CONSOLIDATED RAIL CORPORATION
By: /s/TIMOTHY O'TOOLE
------------------
Name: Timothy O'Toole
Title: President
CRR HOLDINGS LLC
By: /s/S. C. TOBIAS
---------------
Name: S. C. Tobias
Title: Vice President