111
AMENDMENT NO. 2
DATED AS OF JANUARY 1, 2001
OF THE
SHARED ASSETS AREA
OPERATING AGREEMENT
FOR
NORTH JERSEY
Dated as of June 1, 1999
By and Among
CONSOLIDATED RAIL CORPORATION,
CSX TRANSPORTATION, INC. and
NORFOLK SOUTHERN RAILWAY COMPANY
112
AMENDMENT NO. 2
OF THE
SHARED ASSETS AREA
OPERATING AGREEMENT
FOR
NORTH JERSEY
This AMENDMENT NO. 2 dated as of January 1, 2001
("Amendment No. 2") OF THE SHARED ASSETS AREA OPERATING
AGREEMENT for North Jersey ("Agreement") dated as of
June 1, 1999, is by and among Consolidated Rail
Corporation ("CRC"), CSX Transportation, Inc. ("CSXT")
and Norfolk Southern Railway Company ("NSR").
W I T N E S S E T H:
WHEREAS, the parties have previously entered into
the Agreement;
WHEREAS, the parties now desire to amend the Agreement
with respect to the funding of capital improvements in the
Shared Assets Areas ("SAAs") as more fully set forth below:
WHEREAS, it is the intent of the parties that, except
as expressly amended hereby, the Agreement shall remain
unamended and in full force and effect;
NOW, THEREFORE, the parties hereby amend the Agreement
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 17 as follows:
(a) The text of Section 6(b) is hereby deleted in its
entirety and the following substituted therefor:
"(b) CRC Board Approved Projects. Either of two options for
initial funding and reimbursement by the Operators may be
determined by the CRC Board at the time it approves a
particular project. In the event the CRC Board does not
specify the method of initial funding and reimbursement in
the resolution authorizing the project, then Option One
described below shall be the method of such funding
and reimbursement.
113
(i) Option One: Each Operator shall be responsible
for an equal share of the initial budgeted funding of each
capital improvement project which has been approved by the
CRC Board and is included in an approved Capital Expenditure
Budget, except as provided in Section 6(c). A final
accounting shall be made to adjust the initial budgeted
funding to the actual project cost as specified in the
Accounting Plan.
(ii) Option Two: CRC shall provide the funding for the
proposed capital improvement project, except as provided in
Section 6(c).
The options for the method of reimbursement are set forth
in Section 9(e)(ii)."
(b) The text of Section 9(e)(ii) is hereby deleted in
its entirety and the following substituted therefor:
"(ii) With respect to Budgeted Capital Expenditures
approved by the CRC Board:
(A) If Option One, as described in Section 6(b), is
used for the initial funding of the particular capital
improvement project, then one-twelfth (1/12) of fifty percent
(50%) of the annual amount of the Budgeted Capital
Expenditures for the particular capital improvement project;
or
(B) If Option Two is used for the initial funding of
the particular capital improvement project, then one hundred
and two percent (102%) of fifty percent (50%) of the monthly
book depreciation for the particular capital
improvement project."
SECTION 3. Effectiveness. This Amendment No. 2 shall
become effective as of January 1, 2001 (the "Amendment Date").
SECTION 4. Integration; Confirmation. On and after the Amendment
No. 2 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 No. 2,
and the Agreement as so amended shall be read as a single integrated
document. Except as specifically amended by this Amendment No. 2, 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. Confirmation of Agreement. In all respects
not inconsistent with the terms and provisions of this Amendment
No. 2, the Agreement is hereby ratified, adopted, approved and confirmed.
SECTION 6. Counterparts. This Amendment No. 2 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.
114
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be duly executed as of the day and year first
above written.
CSX TRANSPORTATION, INC.
By:
Name:
Title:
NORFOLK SOUTHERN RAILWAY COMPANY
By:
Name:
Title:
CONSOLIDATED RAIL CORPORATION
By:
Name:
Title:
115
AMENDMENT NO. 2
DATED AS OF JANUARY 1, 2001
OF THE
SHARED ASSETS AREA
OPERATING AGREEMENT
FOR
SOUTH JERSEY/PHILADELPHIA
Dated as of June 1, 1999
By and Among
CONSOLIDATED RAIL CORPORATION,
CSX TRANSPORTATION, INC. and
NORFOLK SOUTHERN RAILWAY COMPANY
116
AMENDMENT NO. 2
OF THE
SHARED ASSETS AREA
OPERATING AGREEMENT
FOR
SOUTH JERSEY/PHILADELPHIA
This AMENDMENT NO. 2 dated as of January 1, 2001
("Amendment No. 2") OF THE SHARED ASSETS AREA OPERATING
AGREEMENT for South Jersey/Philadelphia ("Agreement") dated
as of June 1, 1999, is by and among Consolidated Rail
Corporation ("CRC"), CSX Transportation, Inc. ("CSXT") and
Norfolk Southern Railway Company ("NSR").
W I T N E S S E T H:
WHEREAS, the parties have previously entered into the
Agreement;
WHEREAS, the parties now desire to amend the Agreement
with respect to the funding of capital improvements in the
Shared Assets Areas ("SAAs") as more fully set forth below:
WHEREAS, it is the intent of the parties that, except as
expressly amended hereby, the Agreement shall remain unamended
and in full force and effect;
NOW, THEREFORE, the parties hereby amend the Agreement 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 17 as follows:
(a) The text of Section 6(b) is hereby deleted in its entirety and
the following substituted therefor:
"(b) CRC Board Approved Projects. Either of two options
for initial funding and reimbursement by the Operators may be
determined by the CRC Board at the time it approves a particular
project. In the event the CRC Board does not specify the method
of initial funding and reimbursement in the resolution authorizing
the project, then Option One described below shall be the method
of such funding and reimbursement.
(i) Option One: Each Operator shall be responsible for
an equal share of the initial budgeted funding of each capital improvement
117
project which has been approved by the CRC Board and is included in an
approved Capital Expenditure Budget, except as provided in Section 6(c).
A final accounting shall be made to adjust the initial budgeted funding
to the actual project cost as specified in the Accounting Plan.
(ii) Option Two: CRC shall provide the funding for the
proposed capital improvement project, except as provided in
Section 6(c).
The options for the method of reimbursement are set forth
in Section 9(e)(ii)."
(b) The text of Section 9(e)(ii) is hereby deleted in
its entirety and the following substituted therefor:
"(ii) With respect to Budgeted Capital Expenditures
approved by the CRC Board:
(A) If Option One, as described in Section 6(b),
is used for the initial funding of the particular capital
improvement project, then one-twelfth (1/12) of fifty percent
(50%) of the annual amount of the Budgeted Capital Expenditures
for the particular capital improvement project; or
(B) If Option Two is used for the initial funding
of the particular capital improvement project, then one hundred
and two percent (102%) of fifty percent (50%) of the monthly book
depreciation for the particular capital improvement project."
SECTION 3. Effectiveness. This Amendment No. 2 shall
become effective as of January 1, 2001 (the "Amendment Date").
SECTION 4. Integration; Confirmation. On and after the Amendment
No. 2 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
No. 2, and the Agreement as so amended shall be read as a single
integrated document. Except as specifically amended by this Amendment
No. 2, 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. Confirmation of Agreement. In all respects not inconsistent
with the terms and provisions of this Amendment No. 2, the Agreement is
hereby ratified, adopted, approved and confirmed.
SECTION 6. Counterparts. This Amendment No. 2 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.
118
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be duly executed as of the day and year first
above written.
CSX TRANSPORTATION, INC.
By:
Name:
Title:
NORFOLK SOUTHERN RAILWAY COMPANY
By:
Name:
Title:
CONSOLIDATED RAIL CORPORATION
By:
Name:
Title:
119
AMENDMENT NO. 2
DATED AS OF JANUARY 1, 2001
OF THE
SHARED ASSETS AREA
OPERATING AGREEMENT
FOR
DETROIT
Dated as of June 1, 1999
By and Among
CONSOLIDATED RAIL CORPORATION,
CSX TRANSPORTATION, INC. and
NORFOLK SOUTHERN RAILWAY COMPANY
120
AMENDMENT NO. 2
OF THE
SHARED ASSETS AREA
OPERATING AGREEMENT
FOR
DETROIT
This AMENDMENT NO. 2 dated as of January 1, 2001 ("Amendment No. 2")
OF THE SHARED ASSETS AREA OPERATING AGREEMENT for Detroit ("Agreement")
dated as of June 1, 1999, is by and among Consolidated Rail Corporation
("CRC"), CSX Transportation, Inc. ("CSXT") and Norfolk Southern Railway
Company ("NSR").
W I T N E S S E T H:
WHEREAS, the parties have previously entered into the
Agreement;
WHEREAS, the parties now desire to amend the Agreement
with respect to the funding of capital improvements in the
Shared Assets Areas ("SAAs") as more fully set forth below:
WHEREAS, it is the intent of the parties that, except as expressly
amended hereby, the Agreement shall remain unamended
and in full force and effect;
NOW, THEREFORE, the parties hereby amend the Agreement
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 17 as follows:
(a) The text of Section 6(b) is hereby deleted in its
entirety and the following substituted therefor:
"(b) CRC Board Approved Projects. Either of two options
for initial funding and reimbursement by the Operators may be
determined by the CRC Board at the time it approves a
particular project. In the event the CRC Board does not specify
the method of initial funding and reimbursement in the resolution
authorizing the project, then Option One described below shall
be the method of such funding and reimbursement.
(i) Option One: Each Operator shall be responsible for
an equal share of the initial budgeted funding of each capital improvement
project which has been approved by the CRC Board and
is included in an approved Capital Expenditure Budget, except as provided
121
in Section 6(c). A final accounting shall be made to
adjust the initial budgeted funding to the actual project cost
as specified in the Accounting Plan.
(ii) Option Two: CRC shall provide the funding for the
proposed capital improvement project, except as provided in
Section 6(c).
The options for the method of reimbursement are set forth
in Section 9(e)(ii)."
(b) The text of Section 9(e)(ii) is hereby deleted in its entirety
and the following substituted therefor:
"(ii) With respect to Budgeted Capital Expenditures approved
by the CRC Board:
(A) If Option One, as described in Section 6(b), is
used for the initial funding of the particular capital
improvement project, then one-twelfth (1/12) of fifty percent
(50%) of the annual amount of the Budgeted Capital Expenditures
for the particular capital improvement project; or
(B) If Option Two is used for the initial funding of
the particular capital improvement project, then one hundred and
two percent (102%) of fifty percent (50%) of the monthly book depreciation
for the particular capital improvement project."
SECTION 3. Effectiveness. This Amendment No. 2 shall
become effective as of January 1, 2001 (the "Amendment Date").
SECTION 4. Integration; Confirmation. On and after the Amendment No. 2
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 No. 2, and the Agreement as so
amended shall be read as a single integrated document. Except as specifically
amended by this Amendment No. 2, 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. Confirmation of Agreement. In all respects not inconsistent
with the terms and provisions of this Amendment No. 2, the Agreement is hereby
ratified, adopted, approved and confirmed.
SECTION 6. Counterparts. This Amendment No. 2 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.
122
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be duly executed as of the day and year
first above written.
CSX TRANSPORTATION, INC.
By:
Name:
Title:
NORFOLK SOUTHERN RAILWAY COMPANY
By:
Name:
Title:
CONSOLIDATED RAIL CORPORATION
By:
Name:
Title: