EXHIBIT 99.1
LETTER OF CONSENT/TRANSMITTAL
CSX TRANSPORTATION, INC. NORFOLK SOUTHERN RAILWAY COMPANY
CONSOLIDATED RAIL CORPORATION
TO TENDER
OUTSTANDING 9 3/4% DEBENTURES DUE 2020 OF
CONSOLIDATED RAIL CORPORATION (CUSIP NO. 209864AT4) AND
OUTSTANDING 7 7/8% DEBENTURES DUE 2043 OF
CONSOLIDATED RAIL CORPORATION (CUSIP NO. 209864AU1)
AND GIVE CONSENT TO CERTAIN AMENDMENTS TO THE INDENTURE RELATED THERETO
PURSUANT TO THE EXCHANGE OFFER AND CONSENT SOLICITATION
DESCRIBED IN THE PROSPECTUS AND CONSENT SOLICITATION STATEMENT
DATED JULY 26, 2004 AND THE FIRST SUPPLEMENT THERETO DATED AUGUST 9, 2004
THE EXCHANGE OFFER AND CONSENT SOLICITATION AND YOUR RIGHT TO WITHDRAW CONRAIL
DEBENTURES PREVIOUSLY TENDERED WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
AUGUST 23, 2004, UNLESS EXTENDED OR EARLIER TERMINATED (SUCH DATE AND TIME, AS
THE SAME MAY BE EXTENDED, THE "EXPIRATION DATE").
BY VALIDLY TENDERING THEIR CONRAIL DEBENTURES PURSUANT TO THE EXCHANGE OFFER AND
CONSENT SOLICITATION, HOLDERS WILL BE CONCURRENTLY CONSENTING TO THE PROPOSED
AMENDMENTS WITH RESPECT TO THE FULL PRINCIPAL AMOUNT OF THE CONRAIL DEBENTURES
SO TENDERED ON OR PRIOR TO THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer and Consent Solicitation is:
THE BANK OF NEW YORK
<Table>
By Registered or Certified Mail: By Hand or Overnight Courier:
The Bank of New York The Bank of New York
Reorganization Unit Reorganization Unit
101 Barclay Street, 7E 101 Barclay Street
New York, New York 10286 Corporate Trust Services Window
Attn: William Buckley/Carolle Montreuil New York, New York 10286
Attn: William Buckley/Carolle Montreuil
By facsimile: Confirm by telephone:
(212) 298-1915 (212) 815-5788/5920
</Table>
DELIVERY OF THIS LETTER OF CONSENT/TRANSMITTAL TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION VIA A FACSIMILE NUMBER, OTHER THAN AS LISTED
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS IN THIS LETTER OF CONSENT/TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF CONSENT/TRANSMITTAL IS COMPLETED. IF YOU HAVE
QUESTIONS REGARDING COMPLETING THIS LETTER OF CONSENT/TRANSMITTAL, YOU MAY
CONTACT THE INFORMATION AGENT:
INNISFREE M&A INCORPORATED
501 MADISON AVENUE, 20TH FLOOR
NEW YORK, NEW YORK 10022
BANKS AND BROKERS CALL COLLECT:
(212) 750-5833
ALL OTHERS CALL TOLL FREE:
(877) 456-3507
YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN THIS LETTER OF
CONSENT/TRANSMITTAL AND THE PROSPECTUS AND CONSENT SOLICITATION STATEMENT. NO
ONE IS AUTHORIZED TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM THAT
CONTAINED IN THIS LETTER OF CONSENT/TRANSMITTAL AND THE PROSPECTUS AND CONSENT
SOLICITATION STATEMENT AND THE CSXT AND NSR APPENDICES ATTACHED THERETO. THE
CONTENTS OF ANY WEBSITES REFERRED TO IN THE PROSPECTUS AND CONSENT SOLICITATION
STATEMENT ARE NOT INTENDED TO BE PART THEREOF.
This Exchange Offer and Consent Solicitation is not being made to, nor will
tenders be accepted from or on behalf of, holders in any jurisdiction in which
the making or acceptance of this Exchange Offer and Consent Solicitation would
not be in compliance with the laws of such jurisdiction.
All capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Prospectus and Consent Solicitation Statement.
List below the Conrail Debentures to which this Letter of
Consent/Transmittal relates. If the space provided below is inadequate, list the
certificate or registration numbers and principal amounts on a separately
executed schedule and affix the schedule to this Letter of Consent/Transmittal.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF CONRAIL DEBENTURES TENDERED AND AS TO WHICH
CONSENTS ARE GIVEN
- ------------------------------------------------------------------------------------------------------------------------
9 3/4% CONRAIL DEBENTURES DUE JUNE 15, 2020
- ------------------------------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT
TENDERED AND AS TO
AGGREGATE WHICH CONSENTS
CERTIFICATE OR PRINCIPAL ARE GIVEN
NAME(S) AND ADDRESS(ES) OF HOLDER(S) REGISTRATION AMOUNT (IF LESS THAN
(PLEASE FILL IN) NUMBER(S)* REPRESENTED** ALL)***
- ------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Total Principal Amount of 9 3/4% Conrail Debentures
Tendered
- ------------------------------------------------------------------------------------------------------------------------
</Table>
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF CONRAIL DEBENTURES TENDERED AND AS TO WHICH
CONSENTS ARE GIVEN
- ------------------------------------------------------------------------------------------------------------------------
7 7/8% CONRAIL DEBENTURES DUE MAY 15, 2043
- ------------------------------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT
TENDERED AND AS TO
AGGREGATE WHICH CONSENTS
CERTIFICATE OR PRINCIPAL ARE GIVEN
NAME(S) AND ADDRESS(ES) OF HOLDER(S) REGISTRATION AMOUNT (IF LESS THAN
(PLEASE FILL IN) NUMBER(S)* REPRESENTED** ALL)***
- ------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Total Principal Amount of 7 7/8% Conrail Debentures
Tendered
- ------------------------------------------------------------------------------------------------------------------------
</Table>
* Need not be completed by Holders tendering by book-entry transfer (see
below).
** All tenders of Conrail Debentures must be in denominations of $1,000 and
multiples thereof. You must consent to the Proposed Amendments in respect of
all Conrail Debentures tendered by you. Unless otherwise indicated in the
column labeled "Principal Amount Tendered And As To Which Consents are
Given" and subject to the terms and conditions set forth in the Prospectus
and Consent Solicitation Statement, a Holder will be deemed to have tendered
the entire aggregate principal amount represented by the Conrail Debentures
indicated in the column labeled "Aggregate Principal Amount Represented."
*** The Cash Payment will be payable only to Holders whose Conrail Debentures
are validly tendered on or prior to the Expiration Date and not validly
withdrawn.
2
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED CONRAIL DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution:
-----------------------------------------------------------------------------
DTC Account Number:
-----------------------------------------------------------------------------
Transaction Code Number:
-----------------------------------------------------------------------------
[ ] CHECK HERE AND ENCLOSE A COPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED CONRAIL DEBENTURES ARE TO BE DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s):
-----------------------------------------------------------------------------
Window Ticket Number (if any):
-----------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
--------------------------------------------------------------------
Name of Eligible Institution that Guaranteed Delivery:
------------------------------------------------------------------
IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:
Name of Tendering Institution:
-----------------------------------------------------------------------------
DTC Account Number:
-----------------------------------------------------------------------------
Transaction Code Number:
-----------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED CONRAIL DEBENTURES ARE ENCLOSED HEREWITH.
Name:
-----------------------------------------------------------------------------
Address:
-----------------------------------------------------------------------------
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE CONRAIL DEBENTURES
FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES
(A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES
OF THE PROSPECTUS AND CONSENT SOLICITATION STATEMENT AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name of Tendering Institution:
-----------------------------------------------------------------------------
DTC Account Number:
-----------------------------------------------------------------------------
Transaction Code Number:
-----------------------------------------------------------------------------
3
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
NOTE: SIGNATURES MUST BE PROVIDED BELOW
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer and
Consent Solicitation, the undersigned hereby tenders to Consolidated Rail
Corporation ("Conrail"), CSX Transportation, Inc. ("CSXT"), NYC Newco, Inc.
("NYC Newco"), Norfolk Southern Railway Company ("NSR") and PRR Newco, Inc.
("PRR Newco," and together with Conrail, CSXT, NYC Newco and NSR, the
"Companies") the principal amount of 9 3/4% Debentures of Conrail due June 15,
2020 (the "9 3/4% Conrail Debentures") and/or the principal amount of 7 7/8%
Debentures of Conrail due May 15, 2043 (the "7 7/8% Conrail Debentures" and,
together with the 9 3/4% Conrail Debentures, the "Conrail Debentures") specified
above for a combination of (i) (x) 9 3/4% Notes due June 15, 2020 issued by NYC
Newco and fully and unconditionally guaranteed by CSXT (the "CSXT 9 3/4% Notes")
and 9 3/4% Notes due June 15, 2020 issued by PRR Newco and fully and
unconditionally guaranteed by NSR (the "NSR 9 3/4% Notes") and (y) a cash
payment of $15.00 per $1,000 principal amount of 9 3/4% Conrail Debentures
validly tendered, and (ii) (x) 7 7/8% Notes due May 15, 2043 issued by NYC Newco
and fully and unconditionally guaranteed by CSXT (the "CSXT 7 7/8% Notes," and
together with the CSXT 9 3/4% Notes, the "New CSXT Notes") and 7 7/8% Notes due
May 15, 2043 issued by PRR Newco and fully and unconditionally guaranteed by NSR
(the "NSR 7 7/8% Notes," and together with the NSR 9 3/4% Notes, the "New NSR
Notes," which together with the New CSXT Notes, shall be referred to as the "New
Exchange Notes") and (y) a cash payment of $22.25 per $1,000 principal amount of
7 7/8% Conrail Debentures validly tendered, upon the terms and subject to the
conditions set forth in the Companies' Prospectus and Consent Solicitation
Statement, dated July 26, 2004 (the "Original Prospectus and Consent
Solicitation Statement"), the First Supplement thereto, dated August 9, 2004
(together with the Original Prospectus and Consent Solicitation Statement, the
"Prospectus and Consent Solicitation Statement") and this revised Letter of
Consent/Transmittal, dated August 9, 2004, and instructions hereto (this "Letter
of Consent/Transmittal").
This Letter of Consent/Transmittal, together with the Prospectus and
Consent Solicitation Statement, shall constitute: (i) the offer to exchange all
outstanding Conrail Debentures upon the terms and subject to the conditions set
forth in the Prospectus and Consent Solicitation Statement (the "Exchange
Offer"); and (ii) the Companies' solicitation (the "Consent Solicitation" and,
together with the Exchange Offer, the "Exchange Offer and Consent Solicitation")
of consents ("Consents") from each registered holder of the Conrail Debentures
(each a "Holder" and, collectively, the "Holders") to certain proposed
amendments (the "Proposed Amendments") to the Indenture (as supplemented and
amended, the "Conrail Indenture") dated as of May 1, 1990, between Conrail and
J.P. Morgan Trust Company, National Association, as successor trustee (the
"Trustee"), pursuant to which the Conrail Debentures were issued. These Proposed
Amendments would, among other things, eliminate substantially all of the
restrictive covenants contained in the Conrail Indenture. By validly tendering
their Conrail Debentures pursuant to the Exchange Offer and Consent
Solicitation, Holders will be concurrently consenting to the Proposed Amendments
with respect to the full principal amount of the Conrail Debentures so tendered
on or prior to the Expiration Date.
The undersigned understands that this Letter of Consent/Transmittal is to
be completed by all tendering Holders of Conrail Debentures unless such Conrail
Debentures are being transferred in accordance with the ATOP procedures mandated
by DTC (as discussed below). The undersigned has completed, executed and
delivered this Letter of Consent/Transmittal to indicate the action the
undersigned desires to take with respect to the Exchange Offer and Consent
Solicitation and hereby acknowledges receipt of the Prospectus and Consent
Solicitation Statement.
Holders that are tendering by book-entry transfer to the Exchange Agent's
account at DTC may complete the tender through DTC's Automated Tender Offer
Program ("ATOP"), for which the transaction will be eligible. DTC participants
that are tendering Conrail Debentures in the Exchange Offer and Consent
Solicitation may transmit their acceptance to DTC, which will verify the
acceptance and execute a book-entry transfer to the Exchange Agent's DTC
account. DTC will then send an agent's message to the Exchange Agent for its
acceptance. The agent's message must state that DTC has received an express
acknowledgement from the participant tendering Conrail Debentures that are the
subject of that book-entry confirmation, that the participant has received and
agrees to be bound by the terms of this Letter of Consent/Transmittal, and that
the Companies may enforce the agreement against that participant. Delivery of
tendered Conrail Debentures must be made to the Exchange Agent pursuant to the
book-entry delivery procedures set
4
forth in the Prospectus and Consent Solicitation Statement under "Description of
This Exchange Offer and Consent Solicitation--Book-Entry Transfer," or the
tendering holder must comply with the guaranteed delivery procedures set forth
in the Prospectus and Consent Solicitation Statement under "Description of This
Exchange Offer and Consent Solicitation--Guaranteed Delivery Procedures," or
certificates for the Conrail Debentures must be received by the Exchange Agent
along with this Letter of Consent/Transmittal.
A DTC participant using ATOP to tender Conrail Debentures will also be
delivering Consents to the Proposed Amendments with respect to Conrail
Debentures that are tendered through ATOP and not withdrawn on or prior to the
Expiration Date.
WE STRONGLY URGE EACH DTC PARTICIPANT WHO IS SUBMITTING TENDERS OF THE
CONRAIL DEBENTURES, ON BEHALF OF THEIR CLIENTS WHO ARE THE BENEFICIAL HOLDERS,
TO SUBMIT ONE TENDER FOR EACH BENEFICIAL HOLDER TO SIMPLIFY THE DISTRIBUTION OF
THE NEW CSXT NOTES AND NEW NSR NOTES. PLEASE NOTE THAT DISTRIBUTIONS OF THE NEW
CSXT NOTES AND NEW NSR NOTES WILL BE CALCULATED FOR EACH VOLUNTARY OFFERING
INSTRUCTION SUBMITTED.
Participants in DTC are responsible for allocating the New CSXT Notes and
the New NSR Notes, as well as fractional interests related thereto, to
beneficial owners and none of DTC, CSXT, NSR, the Exchange Agent, the
Information Agent or the Dealer Manager is responsible for such allocations.
All Conrail Debentures held by a single holder and not by a nominee,
trustee or other representative must all be tendered on a single Letter of
Consent/Transmittal.
Subject to, and effective upon, the acceptance for exchange of the
principal amount of Conrail Debentures tendered with this Letter of
Consent/Transmittal, the undersigned hereby: (i) sells, assigns, exchanges and
transfers to, or upon the order of, Conrail all right, title and interest in and
to the Conrail Debentures that are being tendered hereby; and (ii) consents to
the Proposed Amendments.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent the true and lawful agent and attorney-in-fact of the undersigned (with
full knowledge that the Exchange Agent also acts as the agent of Conrail, CSXT
and NSR) with respect to such Conrail Debentures, with full power of
substitution and resubstitution (such power-of-attorney being deemed to be an
irrevocable power coupled with an interest) to (a) present such Conrail
Debentures and all evidence of transfer and authenticity relating to, or of the
ownership of such Conrail Debentures on the account books maintained by DTC for
or upon the order of Conrail, (b) present such Conrail Debentures for transfer
of ownership on the books of Conrail, (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Conrail Debentures and (d)
deliver to Conrail and the Trustee this Letter of Consent/Transmittal as
evidence of the undersigned's Consents and as certification that validly
tendered and not revoked Conrail Debentures constituting Consents from holders
of not less than a majority of the aggregate principal amount of the outstanding
Conrail Debentures to the Proposed Amendments, duly executed by Holders of such
Conrail Debentures, have been received, all in accordance with the terms and
conditions of the Exchange Offer and Consent Solicitation as described in the
Prospectus and Consent Solicitation Statement.
The undersigned agrees and acknowledges that, by the execution and delivery
hereof, the undersigned makes and provides the Consents, with respect to the
Conrail Debentures tendered hereby, to the Proposed Amendments as permitted by
the Conrail Indenture. The undersigned understands that the Consents provided
hereby shall remain in full force and effect until such Consents are revoked by
withdrawing any Conrail Debentures previously tendered prior to the Expiration
Date in accordance with the procedures set forth in the Prospectus and Consent
Solicitation Statement and this Letter of Consent/Transmittal. The undersigned
understands that if the Companies elect to provide a subsequent offering period
of three to 20 business days after the initial offering period has expired, no
Consents may be revoked during such subsequent offering period.
The undersigned understands that tenders of Conrail Debentures and the
related Consents may not be withdrawn or revoked after the Expiration Date. The
Conrail Supplemental Indenture will not be executed by Conrail and the Trustee,
and the Proposed Amendments will not become effective, unless and until the
Companies accept Conrail Debentures for exchange pursuant to the Exchange Offer
and Consent Solicitation, which is expected to occur promptly after the
Expiration Date. Holders of Conrail Debentures will only be subject to the
Conrail Supplemental Indenture to the extent such Holders do not validly tender
their Conrail Debentures in the Exchange Offer and Consent Solicitation and the
Conrail Spin Off Transactions are consummated.
5
The undersigned understands that tenders of Conrail Debentures and the
deliveries of the related Consents may be withdrawn or revoked by written notice
of withdrawal or revocation received by the Exchange Agent at any time on or
prior to the Expiration Date. Holders may not tender their Conrail Debentures in
the Exchange Offer and Consent Solicitation without delivering Consents, and
Holders may not deliver Consents without tendering their Conrail Debentures in
the Exchange Offer and Consent Solicitation. A valid withdrawal of tendered
Conrail Debentures will constitute the concurrent valid revocation of such
Holder's related Consents in respect of such Conrail Debentures. In order for a
Holder to revoke a Consent, such Holder must withdraw the related Conrail
Debentures. In the event of the termination of the Exchange Offer and Consent
Solicitation, the Conrail Debentures tendered pursuant to the Exchange Offer
will be returned to the tendering Holders promptly (or in the case of Conrail
Debentures tendered by book-entry transfer, such Conrail Debentures will be
credited to the account maintained by DTC from which such Conrail Debentures
were delivered).
The undersigned hereby represents and warrants to the Companies that, among
other things, the undersigned agrees to all of the terms of the Exchange Offer
and Consent Solicitation and has full power and authority to tender, assign,
exchange and transfer the Conrail Debentures tendered hereby and to give the
Consents contained herein, and that if and when such Conrail Debentures are
accepted for exchange by Conrail, Conrail will acquire good title thereto, free
and clear of all security interests, liens, restrictions, charges, encumbrances,
conditional sale agreements or other obligations relating to their sale or
transfer, and not subject to any adverse claim or right. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Companies or the Exchange Agent to be necessary or desirable to effect the
Proposed Amendments and/or to complete the exchange, assignment and transfer of
the Conrail Debentures tendered hereby.
The undersigned understands that tenders of Conrail Debentures pursuant to
any of the procedures described under "Description of This Exchange Offer and
Consent Solicitation--Procedures For Tendering" in the Prospectus and Consent
Solicitation Statement and in the instructions hereto and acceptance for
exchange thereof by the Companies will constitute a binding agreement between
the undersigned and the Companies, upon the terms and subject to the conditions
of the Exchange Offer and Consent Solicitation.
The undersigned further represents and warrants to the Companies that (i)
neither it nor any other person has an arrangement or understanding with any
person to participate in the distribution of the New Exchange Notes or the Cash
Payments; (ii) if the undersigned is a broker-dealer registered under the
Exchange Act or the undersigned is participating in the Exchange Offer and
Consent Solicitation for the purpose of distributing New CSXT Notes or New NSR
Notes, such broker-dealer must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a secondary
resale of New CSXT Notes or New NSR Notes, and that such broker-dealer may not
rely on the position of the SEC's staff set forth in their no-action letters;
(iii) any resales of New CSXT Notes or New NSR Notes obtained by the undersigned
in exchange for Conrail Debentures acquired by the undersigned directly from
Conrail should be covered by an effective registration statement containing the
selling security holder information required by Items 507 and 508, as
applicable, of Regulation S-K of the SEC; and (iv) neither the undersigned nor
any such other person is an "affiliate" of any of the Companies within the
meaning of Rule 405 under the Securities Act, or, if the undersigned is an
affiliate of any of the Companies, it will comply with any applicable
registration and prospectus delivery requirements of the Securities Act.
If the undersigned is a broker-dealer that will receive New CSXT Notes or
New NSR Notes for its own account in exchange for Conrail Debentures that were
acquired as a result of market-making activities or other trading activities, it
may be deemed to be an "underwriter" within the meaning of the Securities Act
and it acknowledges that it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale, offer to resell or other
transfer of such New CSXT Notes or New NSR Notes; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
For purposes of the Exchange Offer and Consent Solicitation, validly
tendered Conrail Debentures (or defectively tendered Conrail Debentures for
which the Companies have waived such defect) and the Consents granted by virtue
of such tender will be deemed to have been accepted for exchange by the
Companies if, as and when the Companies give written notice thereof to the
Exchange Agent. However, Conrail will pay the Cash Payment only if, as and when
all the conditions set forth under "Description of This Exchange Offer and
Consent Solicitation--Conditions to This Exchange Offer and Consent
Solicitation" in the Prospectus and Consent Solicitation Statement have been
satisfied or waived by us.
6
The undersigned understands that the delivery and surrender of the Conrail
Debentures is not effective, and the risk of loss of physical Conrail Debentures
does not pass to the Exchange Agent, until receipt by the Exchange Agent of this
Letter of Consent/Transmittal (or a manually signed facsimile hereof) properly
completed and duly executed, together with all accompanying evidence of
authority and any other required documents in form satisfactory to the
Companies, or receipt of an agent's message. All questions as to the form of all
documents and the validity (including time of receipt) and acceptance of tenders
and withdrawals of Conrail Debentures and the related deliveries and revocations
of Consents will be determined by the Companies, in their sole discretion, which
determination shall be final and binding.
Unless otherwise indicated under "Special Issuance Instructions" below, the
undersigned hereby directs that the New Exchange Notes and/or any certificates
representing Conrail Debentures not tendered or not accepted for exchange be
issued or returned, as the case may be, in the name(s) of the Holder(s)
appearing under "Description of Conrail Debentures Tendered." Similarly, unless
otherwise indicated under "Special Delivery Instructions," the undersigned
hereby directs that the New Exchange Notes and/or any certificates representing
Conrail Debentures not tendered or not accepted for exchange (and accompanying
documents, as appropriate), be delivered or returned, as the case may be, to the
address(es) of the Holder(s) appearing under "Description of Conrail Debentures
Tendered." In the event that both the Special Issuance Instructions and the
Special Delivery Instructions are completed, the undersigned hereby directs that
the New Exchange Notes and/or any certificates representing Conrail Debentures
not tendered or not accepted for exchange (and any accompanying documents, as
appropriate) be issued and delivered or returned, as the case may be, to the
person or persons so indicated. In the case of a book-entry transfer of Conrail
Debentures, the undersigned hereby directs that any Conrail Debentures not
tendered or not accepted for exchange be credited to the account maintained at
DTC. The undersigned recognizes that the Companies do not have any obligation
pursuant to the Special Issuance Instructions and the Special Delivery
Instructions to transfer any Conrail Debentures from the name(s) of the
Holder(s) thereof if the Companies do not accept for exchange any of the Conrail
Debentures so tendered.
All authority conferred or agreed to be conferred by this Letter of
Consent/Transmittal shall survive the death or incapacity or dissolution of the
undersigned and every obligation of the undersigned under this Letter of
Consent/Transmittal shall be binding upon the undersigned's heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives.
7
PLEASE SIGN HERE
AND PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
The completion, execution and delivery of this Letter of
Consent/Transmittal will constitute the Consent of the undersigned to the
Proposed Amendments.
This Letter of Consent/Transmittal must be signed by the registered
Holder(s) of Conrail Debentures exactly as their name(s) appear(s) on
certificate(s) for Conrail Debentures or, if tendered by book-entry transfer, by
a participant in DTC, exactly as such participant's name appears on a security
position listing as the owner of Conrail Debentures, or by person(s) authorized
to become registered holder(s) by endorsements and documents transmitted with
this Letter of Consent/Transmittal. If the signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must set forth his or her full
title below under "Capacity or Title" and submit evidence satisfactory to the
Companies of such person's authority to do so. See Instruction 5 below.
If the signature appearing below is not of the registered Holder(s) of the
Conrail Debentures, then the registered Holder(s) must sign a valid proxy. (See
Instruction 5 below.)
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S) OR AUTHORIZED SIGNATORY)
Dated:
- --------------------------------------------------------------------------------
Name(s):
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity or Title:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
(INCLUDING ZIP CODE)
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
SIGNATURE GUARANTEE
(IF REQUIRED--SEE INSTRUCTIONS 1 AND 5 BELOW--CERTAIN
SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION)
- --------------------------------------------------------------------------------
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURE)
- --------------------------------------------------------------------------------
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF
FIRM)
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
- --------------------------------------------------------------------------------
(PRINTED NAME)
- --------------------------------------------------------------------------------
(TITLE)
Dated:
- --------------------------------------------------------------------------------
8
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if certificates for Conrail Debentures in a principal
amount not tendered or not accepted for exchange are to be issued in the name
of, or New Exchange Notes to be issued in connection with the Exchange Offer and
Consent Solicitation are to be issued to the order of, someone other than the
person or persons whose signature(s) appear(s) within this Letter of
Consent/Transmittal or issued to an address different from that shown in the box
entitled "Description of Conrail Debentures Tendered and as to which Consents
are Given" within this Letter of Consent/Transmittal.
Issue: [ ] 9 3/4% Conrail Debentures
[ ] 7 7/8% Conrail Debentures
[ ] CSXT 9 3/4% Notes
[ ] NSR 9 3/4% Notes
[ ] CSXT 7 7/8% Notes
[ ] NSR 7 7/8% Notes
Issue New Exchange Notes to the order of:
Name:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Send New Exchange Notes to:
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ZIP CODE
- --------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 HEREIN)
- --------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if certificates for Conrail Debentures in a principal
amount not tendered or not accepted for exchange are to be sent, or New Exchange
Notes to be issued in connection with the Exchange Offer and Consent
Solicitation are to be sent to someone other than the person or persons whose
signature(s) appear(s) within this Letter of Consent/Transmittal to an address
different from that shown in the box entitled "Description of Conrail Debentures
Tendered and as to which Consents are Given" within this Letter of Consent/
Transmittal.
Deliver: [ ] 9 3/4% Conrail Debentures
[ ] 7 7/8% Conrail Debentures
[ ] CSXT 9 3/4% Notes
[ ] NSR 9 3/4% Notes
[ ] CSXT 7 7/8% Notes
[ ] NSR 7 7/8% Notes
Name:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ZIP CODE
- --------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 HEREIN)
9
INSTRUCTIONS
FORMING A PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER AND CONSENT
SOLICITATION
1. GUARANTEE OF SIGNATURES.
Signatures on this Letter of Consent/Transmittal or a notice of withdrawal
must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Exchange Agent, which requirements include being a
recognized member or participant in the Securities Transfer Agents Medallion
Program, or "STAMP," or such other "signature guarantee program" as may be
determined by the Exchange Agent in addition to, or in substitution for, STAMP,
all in accordance with the Exchange Act, unless the Conrail Debentures tendered
for exchange hereby are tendered (i) by a registered Holder of Conrail
Debentures who has not completed any of the boxes entitled "Special Issuance
Instructions" or "Special Delivery Instructions" on this Letter of
Consent/Transmittal or (ii) for the account of a member firm of a registered
national securities exchange, a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in the United States or an eligible guarantor institution within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended (each of the foregoing being referred to as an "Eligible Institution").
If this Letter of Consent/Transmittal or any powers of attorney or bond powers
are signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers or corporations or others acting in a fiduciary or representative
capacity, the person should so indicate when signing and, unless waived by the
Companies, proper evidence satisfactory to the Companies of its authority to so
act must be submitted with the Letter of Consent/Transmittal. See "Description
of This Exchange Offer and Consent Solicitation--Procedures for Tendering--What
to Submit and How" and "--How to Sign Your Letter of Consent/Transmittal and
Other Documents," in the Prospectus and Consent Solicitation Statement.
2. REQUIREMENTS OF TENDER.
This Letter of Consent/Transmittal is to be completed by all tendering
Holders of Conrail Debentures unless such Conrail Debentures are being
transferred in accordance with the ATOP procedures mandated by DTC. For a Holder
to properly tender Conrail Debentures and deliver Consents pursuant to this
Letter of Consent/Transmittal, a properly completed and duly executed Letter of
Consent/Transmittal (or a manually signed facsimile thereof), together with any
signature guarantees and any other documents required by these Instructions,
must be received by the Exchange Agent on or prior to the Expiration Date at its
address set forth on the inside back cover page of this Letter of
Consent/Transmittal and either (i) certificates representing such Conrail
Debentures must be received by the Exchange Agent at its address or (ii) such
Conrail Debentures must be transferred pursuant to the procedures for book-entry
transfer described in the Prospectus and Consent Solicitation Statement under
"Description of This Exchange Offer and Consent Solicitation--Book Entry
Transfer," and a book-entry confirmation must be received by the Exchange Agent,
in each case, on or prior to the Expiration Date. A Holder who desires to tender
Conrail Debentures and who cannot comply with the procedures set forth herein
for tender on a timely basis or whose Conrail Debentures are not immediately
available must comply with the guaranteed delivery procedures discussed below.
No Letter of Consent/Transmittal or Conrail Debentures should be sent to
Conrail, CSXT or NSR.
If a Holder desires to tender Conrail Debentures pursuant to the Exchange
Offer and Consent Solicitation and (i) certificates representing such Conrail
Debentures are not immediately available, (ii) time will not permit such
Holder's Letter of Consent/Transmittal, certificates representing such Conrail
Debentures and all other required documents to reach the Exchange Agent on or
prior to the Expiration Date or (iii) the procedures for book-entry transfer
cannot be completed on or prior to the Expiration Date, such Holder may
nevertheless tender such Conrail Debentures with the effect that such tender
will be deemed to have been received on or prior to the Expiration Date if the
procedures set forth in the Prospectus and Consent Solicitation Statement under
"Description of This Exchange Offer and Consent Solicitation--Guaranteed
Delivery Procedures" are followed. Pursuant to such procedures, (i) the tender
must be made through an Eligible Institution, (ii) a properly completed and duly
executed Letter of Consent/Transmittal (or a manually signed facsimile thereof),
together with any required signature guarantees and Notice of Guaranteed
Delivery, substantially in the form provided by the Companies herewith, must be
received by the Exchange Agent on or prior to the Expiration Date from such
Eligible Institution (x) setting forth the name and address of the holder, the
certificate number or numbers of the Conrail Debentures and the principal amount
of Conrail Debentures tendered, (y) stating that the tender is being made
thereby and (z) guaranteeing that, within three New York Stock Exchange trading
days after
10
the Expiration Date, this Letter of Consent/Transmittal (or facsimile hereof),
together with the certificates representing the Conrail Debentures to be
tendered in physical form for transfer or a book-entry confirmation and any
other documents required by this Letter of Consent/Transmittal will be deposited
by the Eligible Institution with the Exchange Agent, and (iii) the certificates
for all physically tendered Conrail Debentures, in proper form for transfer (or
a book-entry confirmation of the transfer of such Conrail Debentures into the
Exchange Agent's account at DTC as described in the Prospectus and Consent
Solicitation Statement), together with any other documents required by this
Letter of Consent/Transmittal, must be received by the Exchange Agent within
three New York Stock Exchange trading days after the date of execution of the
Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF THIS LETTER OF CONSENT/TRANSMITTAL, THE CONRAIL
DEBENTURES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC AND
ACCEPTANCE OF AN AGENT'S MESSAGE TRANSMITTED THROUGH ATOP, IS AT THE ELECTION
AND RISK OF THE TENDERING HOLDER. IF DELIVERY IS BY MAIL, IT IS SUGGESTED THAT
THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
AND THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO
PERMIT DELIVERY TO THE EXCHANGE AGENT ON OR PRIOR TO SUCH DATE.
Unless Conrail Debentures are tendered by the above-described method and
deposited with the Exchange Agent within the time period set forth above, the
Companies may, at their option, reject the tender. The Exchange Agent will send
you an additional copy of the Notice of Guaranteed Delivery upon request if you
elect to tender your Conrail Debentures according to the guaranteed delivery
procedures described above.
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAYABLE BY REASON OF ANY DELAY IN
MAKING PAYMENT TO ANY PERSON USING THE GUARANTEED DELIVERY PROCEDURES, AND THE
CASH PAYMENTS MADE IN CONNECTION WITH THE EXCHANGE OF CONRAIL DEBENTURES
PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES WILL BE THE SAME AS THAT FOR
CONRAIL DEBENTURES DELIVERED TO THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION
DATE.
No alternative, conditional or contingent tenders shall be accepted. All
tendering Holders, by execution of this Letter of Consent/Transmittal (or a
manually signed facsimile thereof), waive any right to receive any notice of the
acceptance of their Conrail Debentures for payment.
3. CONSENTS.
By validly tendering their Conrail Debentures pursuant to the Exchange
Offer and Consent Solicitation, Holders will be concurrently consenting to the
Proposed Amendments with respect to the full principal amount of the Conrail
Debentures so tendered on or prior to the Expiration Date. Consents to the
Proposed Amendments are not being solicited and will not be accepted from
Holders who are not tendering their Conrail Debentures pursuant to the Exchange
Offer and Consent Solicitation.
4. WITHDRAWAL OF TENDERS AND REVOCATION OF CONSENTS.
Subject to applicable law, tendered Conrail Debentures may be withdrawn,
and the related Consents thereby revoked, on or prior to the Expiration Date,
but not thereafter. A valid withdrawal of tendered Conrail Debentures made on or
prior to the Expiration Date will constitute an automatic revocation of such
Holder's related Consents. In order for a Holder to revoke Consents, such Holder
must validly withdraw the related tendered Conrail Debentures on or prior to the
Expiration Date.
For a withdrawal of tendered Conrail Debentures, which will constitute an
automatic revocation of such Holder's related Consents, to be effective, a
written or facsimile transmission notice of withdrawal must be received by the
Exchange Agent on or prior to the Expiration Date or any extension of the
withdrawal period. Any such notice of withdrawal must specify: (i) the name of
the person who tendered the Conrail Debentures to be withdrawn and to which the
revocation of Consents relates; (ii) the Conrail Debentures to be withdrawn and
identify the certificate number or numbers shown on the particular certificates
evidencing such Conrail Debentures, or the CUSIP numbers, if such Conrail
Debentures were tendered by DTC and the aggregate principal amount represented
by such Conrail Debentures; (iii) if certificates for Conrail Debentures have
been delivered to the Exchange Agent, the name in which the Conrail Debentures
are registered, if different from that of the withdrawing Holder; (iv) if
certificates for Conrail Debentures have been delivered or otherwise identified
to the Exchange Agent, then, prior to the release of those certificates, the
serial numbers of the particular certificates to be withdrawn and a signed
notice of withdrawal with signatures guaranteed by an
11
Eligible Institution unless such Holder is an Eligible Institution; and (v) if
Conrail Debentures have been tendered using the procedures for book-entry
transfer described in the Prospectus and Consent Solicitation Statement under
"Description of This Exchange Offer and Consent Solicitation--Book-Entry
Transfer," any notice of withdrawal must specify the name and number of the
account at DTC to be credited with the withdrawn Conrail Debentures and
otherwise comply with the procedures of that facility.
If a revocation is signed by a trustee, partner, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, that person must so indicate when signing
and must submit with the revocation appropriate evidence of authority to execute
the revocation.
All questions as to the validity, form, eligibility and time of receipt of
notices of withdrawal will be determined by the Companies, whose determination
shall be final and binding on all parties. Any Conrail Debentures so withdrawn
will be considered not to have been validly tendered for exchange for purposes
of the Exchange Offer and Consent Solicitation and the Holder thereof will not
be eligible to receive New Exchange Notes or the Cash Payments. In addition, the
Holders of any Conrail Debentures so withdrawn will be considered not to have
consented to the Proposed Amendments. Consents may not be revoked without
withdrawal of the Conrail Debentures relating to such Consents.
Holders who validly withdraw Conrail Debentures and wish to re-tender them,
may do so by following one of the procedures described in the Prospectus and
Consent Solicitation Statement under "Description of This Exchange Offer and
Consent Solicitation--Procedures for Tendering" at any time on or prior to the
Expiration Date.
5. SIGNATURES ON THIS LETTER OF CONSENT/TRANSMITTAL, BOND POWERS AND
ENDORSEMENT; GUARANTEE OF SIGNATURES.
If this Letter of Consent/Transmittal is signed by the registered Holder(s)
of certificated Conrail Debentures tendered hereby (and with respect to which
Consents are given), the signature(s) must correspond with the name(s) as
written on the face of the certificate(s) without alteration, enlargement or any
change whatsoever. If this Letter of Consent/Transmittal is signed by a
participant in DTC whose name is shown as the owner of the Conrail Debentures
tendered hereby, the signature must correspond with the name shown on the
security position listing as the owner of the Conrail Debentures.
IF THIS LETTER OF CONSENT/TRANSMITTAL IS EXECUTED BY A HOLDER OF CONRAIL
DEBENTURES WHO IS NOT THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST
SIGN A VALID PROXY, WITH THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY
AN ELIGIBLE INSTITUTION.
If any of the Conrail Debentures tendered hereby (and with respect to which
Consents are given) are owned of record by two or more joint owners, all such
owners must sign this Letter of Consent/Transmittal. If any Conrail Debentures
tendered hereby are registered in different names on several certificates, it
will be necessary to complete, sign and submit as many separate copies of this
Letter of Consent/Transmittal and any necessary accompanying documents as there
are different names in which certificates are held.
If this Letter of Consent/Transmittal or any certificates of Conrail
Debentures or any powers of attorney or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Companies,
the proper evidence satisfactory to the Companies of their authority to so act
must be submitted with this Letter of Consent/Transmittal.
When this Letter of Consent/Transmittal is signed by the registered
Holder(s) of the Conrail Debentures listed and transmitted hereby, no
endorsements of Conrail Debentures or separate instruments of transfer are
required unless New Exchange Notes are to be issued to a person other than the
registered Holder(s), in which case the signatures on such Conrail Debentures or
instruments of transfer must be guaranteed by an Eligible Institution. See
Instruction 1.
Endorsements on certificates for Conrail Debentures, signatures on bond
powers and proxies provided in accordance with this Instruction 5 by registered
Holders not executing this Letter of Consent/Transmittal must be guaranteed by
an Eligible Institution. See Instruction 1.
12
6. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS.
Tendering Holders should indicate in the applicable box or boxes the name
and address to which Conrail Debentures for principal amounts not tendered or
not accepted for exchange or New Exchange Notes to be issued in connection with
the Exchange Offer and Consent Solicitation are to be issued or sent, if
different from the name and address of the registered Holder signing this Letter
of Consent/Transmittal. If Conrail Debentures not validly tendered or not
accepted for exchange are to be credited to a different account at DTC, such
special instructions must be indicated here and to DTC. In the case of issuance
in a different name, the taxpayer identification or social security number of
the person named must also be indicated. If no instructions are given, Conrail
Debentures not tendered or not accepted for exchange will be returned to the
registered Holder of the Conrail Debentures tendered. For Holders of Conrail
Debentures tendered by book-entry transfer, Conrail Debentures not tendered or
not accepted for exchange will be returned by crediting the account at DTC
designated above.
7. EXTENSION, TERMINATION OR AMENDMENT.
The Companies expressly reserve the right, in their sole discretion: (i) to
amend the terms of the Exchange Offer and Consent Solicitation in any manner;
(ii) to waive, in whole or in part, any of the conditions to the Exchange Offer
and Consent Solicitation; (iii) to extend the period of time during which the
Exchange Offer and Consent Solicitation is open and thereby delay acceptance of
any of the Conrail Debentures to which the extension applies, by giving written
notice of any extension to the Exchange Agent and notice of that extension to
the Holders by press release or other public announcement; (iv) to extend or
terminate the Exchange Offer and Consent Solicitation and to refuse to accept
Conrail Debentures not previously accepted if any of the conditions set forth in
the Prospectus and Consent Solicitation Statement under "Description of This
Exchange Offer and Consent Solicitation--Conditions to This Exchange Offer and
Consent Solicitation" have not been satisfied or waived by the Companies, by
giving written notice of such delay, extension or termination to the Exchange
Agent and written notice of such extension or termination to Holders by press
release or other public announcement; or (v) if, in the opinion of the
Companies' respective counsel, the consummation of the Exchange Offer and
Consent Solicitation would violate any law or interpretation of the Staff of the
Securities and Exchange Commission, to terminate or amend the Exchange Offer and
Consent Solicitation by giving written notice to the Exchange Agent.
Any extension, termination or amendment will be followed as promptly as
practicable by press release or other public announcement. If the Companies make
a material change in the terms of the Exchange Offer and Consent Solicitation or
the information concerning the Exchange Offer and Consent Solicitation or waive
any condition of the Exchange Offer and Consent Solicitation that results in a
material change to the circumstances of the Exchange Offer and Consent
Solicitation, the Companies will circulate additional Exchange Offer and Consent
Solicitation materials if and to the extent required by applicable law. In those
circumstances, the Companies will also extend the Exchange Offer and Consent
Solicitation if and to the extent required by applicable law in order to permit
holders of the Conrail Debentures subject to the Exchange Offer and Consent
Solicitation adequate time to consider the additional materials.
8. BACKUP WITHHOLDING; TAX IDENTIFICATION NUMBER; PURPOSE OF SUBSTITUTE FORM
W-9.
To prevent backup withholding on payments, including the Cash Payment, made
to each tendering U.S. Holder (as defined below), each U.S. Holder should either
(x) provide his, her or its correct taxpayer identification number ("TIN") by
completing the copy of the Substitute Form W-9 attached to this Letter of
Consent/Transmittal, certifying that (1) he, she or it is a "United States
person" (as defined in section 7701(a)(30) of the Internal Revenue Code of 1986,
as amended (the "Code")), (2) the TIN provided is correct (or that such U.S.
Holder is awaiting receipt of a TIN) and (3) that the U.S. Holder is not subject
to backup withholding because: (a) he, she or it is exempt from backup
withholding or (b) the U.S. Holder has not been notified by the Internal Revenue
Service (the "IRS") that he, she or it is subject to backup withholding as a
result of a failure to report all interest or dividends, or the IRS has notified
the U.S. Holder that he, she or it is no longer subject to backup withholding or
(y) otherwise establish an exemption. If a tendering U.S. Holder does not
provide his, her or its TIN to the Exchange Agent within sixty (60) days, the
Exchange Agent must backup withhold 28% of the payments made to such U.S.
Holder. If a tendering U.S. Holder does not provide the Exchange Agent with the
correct TIN or an adequate basis for exemption, such Holder may be subject to a
$50 penalty imposed by the IRS, and payments made with respect to the tendered
Conrail Debentures may be subject to backup withholding. If withholding results
in an overpayment of taxes, a refund may be obtained from the IRS.
13
To prevent backup withholding, foreign Holders should (i) submit a properly
completed IRS Form W-8 to the Exchange Agent, certifying under penalties of
perjury to the Holder's foreign status or (ii) otherwise establish an exemption.
IRS Forms W-8 may be obtained from the Information Agent or from the IRS website
(http://www.irs.gov). Certain Holders (including, among others, corporations and
certain foreign individuals) are exempt recipients not subject to these backup
withholding requirements. See the enclosed copy of the Substitute Form W-9,
Request for Taxpayer Identification Number and Certification, and the Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9. To
avoid possible erroneous backup withholding, exempt U.S. Holders, while not
required to file Substitute Form W-9, should check the "Exempt from Backup
Withholding" box on Substitute Form W-9, and sign, date and return the
Substitute Form W-9 to the Exchange Agent.
For the purposes of these instructions, a "U.S. Holder" is (i) an
individual who is a citizen or resident alien of the United States, (ii) a
corporation (including an entity taxable as a corporation) or partnership
created under the laws of the United States or of any state thereof (including
the District of Columbia), (iii) an estate the income of which is subject to
U.S. federal income tax regardless of its source or (iv) a trust if (a) a court
within the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. persons have the authority to
control all substantial decisions of the trust or (b) the trust has a valid
election in effect under applicable Treasury regulations to be treated as a U.S.
person.
See the enclosed Guidelines for Request for Taxpayer Identification Number
and Certification on Substitute Form W-9 for additional information and
instructions.
9. TRANSFER TAXES.
Conrail will pay all transfer taxes, if any, applicable to the exchange of
Conrail Debentures pursuant to the Exchange Offer and Consent Solicitation. If,
however, New Exchange Notes or Conrail Debentures for principal amounts not
tendered or accepted for exchange are to be delivered to, or are to be
registered or issued in the name of, any person other than the registered Holder
of the Conrail Debentures tendered hereby, or if tendered Conrail Debentures are
registered in the name of any person other than the person signing this Letter
of Consent/Transmittal, or if a transfer tax is imposed for any reason other
than the exchange of Conrail Debentures pursuant to this Exchange Offer and
Consent Solicitation, then the amount of any such transfer taxes (whether
imposed on the registered Holder or any other persons) will be payable by the
tendering Holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted herewith, the amount of such transfer taxes will be
billed directly to such tendering Holder. Except as provided in this Instruction
9, it will not be necessary for transfer stamps to be affixed to the
certificates listed in this Letter of Consent/Transmittal.
10. IRREGULARITIES.
All questions as to the validity, form, eligibility, time of receipt,
acceptance and any withdrawal of, Conrail Debentures tendered for exchange (or
the related delivery of Consents) pursuant to any of the procedures described
above will be jointly determined by the Companies, whose determination shall be
final and binding. The Companies expressly reserve the absolute right, subject
to applicable law, to reject any or all tenders of any Conrail Debentures not
validly tendered or not to accept any particular Conrail Debentures if the
acceptance thereof may, in the opinion of the Companies' counsel, be unlawful.
The Companies also reserve the absolute right to waive any conditions of the
Exchange Offer and Consent Solicitation with respect to all Holders prior to the
Expiration Date. The Companies further reserve the absolute right to jointly
waive any defects or irregularities, in connection with the tender of any
particular Conrail Debentures either before or after the Expiration Date,
whether or not similar defects or irregularities are waived in connection with
other tendered Conrail Debentures, including the right to waive the
ineligibility of any Holder who seeks to tender Conrail Debentures in the
Exchange Offer and Consent Solicitation. Unless the Companies agree to waive any
defect or irregularity in connection with the tender of Conrail Debentures for
exchange, tendering Holders must cure any defect or irregularity within any
reasonable period of time as the Companies shall determine. The Companies
interpretation of the terms and conditions of the Exchange Offer and Consent
Solicitation (including the Instructions in this Letter of Consent/Transmittal)
as to any particular Conrail Debentures either before or after the Expiration
Date shall be final and binding on all other parties. NONE OF THE COMPANIES, THE
EXCHANGE AGENT, THE DEALER MANAGER, THE INFORMATION AGENT, THE TRUSTEE NOR ANY
OTHER PERSON SHALL BE UNDER ANY DUTY TO GIVE NOTIFICATION OF ANY DEFECT OR
IRREGULARITY WITH RESPECT TO ANY TENDER OF CONRAIL DEBENTURES FOR EXCHANGE OR
ANY NOTICE OF
14
WITHDRAWAL OF TENDERS (OR RELATED REVOCATION OF CONSENTS), NOR SHALL ANY OF THEM
INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTIFICATION. Tenders of
Conrail Debentures will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Conrail Debentures received by the
Exchange Agent that are not validly tendered and as to which the defects or
irregularities have not been cured or waived will be returned without cost by
the Exchange Agent to the tendering Holder unless otherwise provided in this
Letter of Consent/Transmittal, as soon as practicable following the Expiration
Date.
11. WAIVER OF CONDITIONS.
The Companies expressly reserve the right to waive any of the conditions to
the Exchange Offer and Consent Solicitation, in whole or in part, with respect
to all Holders at any time and from time to time prior to the Expiration Date.
See "Description of This Exchange Offer and Consent Solicitation--Expiration
Date, Extensions, Termination and Amendments" in the Prospectus and Consent
Solicitation Statement.
12. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES.
If a Holder desires to tender Notes, but the certificates evidencing such
Notes have been mutilated, lost, stolen or destroyed, such Holder should contact
the Exchange Agent. The Holder will then be instructed as to the steps that must
be taken in order to replace the certificate(s). This Letter of
Consent/Transmittal and related documents cannot be processed until the
procedures for replacing mutilated, lost, stolen or destroyed certificates have
been followed.
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering Conrail Debentures and
requests for assistance or additional copies of the Prospectus and Consent
Solicitation Statement and this Letter of Consent/Transmittal may be directed
to, and additional information about the Exchange Offer and Consent Solicitation
may be obtained from the Information Agent whose addresses and telephone numbers
appear below. Holders may also contact their broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Exchange Offer and
Consent Solicitation.
15
IMPORTANT TAX INFORMATION
Under United States federal income tax laws, a Holder whose tendered
Conrail Debentures are accepted for exchange should provide the Exchange Agent
with such Holder's correct TIN on the attached Substitute Form W-9 or,
alternatively, otherwise establish a basis for exemption from backup
withholding. If such Holder is an individual, the TIN is his social security
number. If the Exchange Agent is not provided with the correct TIN, a penalty
may be imposed by the IRS, and payments, including any Cash Payment, made with
respect to Conrail Debentures accepted for exchange pursuant to the Exchange
Offer and Consent Solicitation may be subject to backup withholding. Failure to
comply truthfully with the backup withholding requirements also may result in
the imposition of severe criminal and/or civil fines and penalties.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding requirements.
Exempt Holders should furnish their TIN, check the "Exempt from Backup
Withholding" box on Substitute Form W-9, and sign, date and return the
Substitute Form W-9 to the Exchange Agent. A foreign person may qualify as an
exempt recipient by submitting to the Exchange Agent a properly completed IRS
Form W-8BEN, or other IRS Form W-8, signed under penalties of perjury, attesting
to that Holder's foreign status. An IRS Form W-8BEN and other IRS Form W-8s can
be obtained from the Information Agent or from the IRS website
(http://www.irs.gov). See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold
28% of any payments of cash made to the Holder or other payee in connection with
the Exchange Offer and Consent Solicitation. Backup withholding is not an
additional tax. Rather, the federal income tax liability, if any, of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the IRS, provided that the required information is properly furnished to the
IRS.
PURPOSE OF SUBSTITUTE FORM W-9.
To prevent backup withholding on any cash payments that are made to a
Holder with respect to Conrail Debentures tendered pursuant to the Exchange
Offer and Consent Solicitation, the Holder is required to provide the Exchange
Agent with his correct TIN by completing the attached Substitute Form W-9
certifying that (i) the TIN provided on Substitute Form W-9 is correct (or that
such Holder is awaiting a TIN), (ii) the Holder is exempt from backup
withholding, or the Holder has not been notified by the IRS that the Holder is
subject to backup withholding as a result of failure to report all interest or
dividends or the Internal Revenue Service has notified the Holder that the
Holder is no longer subject to backup withholding, and (iii) the Holder is a
U.S. person (including a U.S. resident alien).
WHAT NUMBER TO GIVE THE EXCHANGE AGENT.
Each Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered Holder of
the Conrail Debentures. If the Conrail Debentures are held in more than one name
or are held not in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report.
A tendering Holder that has not been issued a TIN and has applied for a TIN
or intends to apply for a TIN in the near future should write "Applied For" on
the line for the taxpayer's TIN on Substitute W-9, sign and date the attached
"Certificate of Awaiting Taxpayer Identification Number" and return them to the
Exchange Agent. In the event that such Holder fails to provide a TIN to the
Exchange Agent, or the Exchange Agent is not provided with the TIN by the time
of payment, the Exchange Agent will backup withhold 28% of any cash payments
made to such Holder in connection with the Exchange Offer and Consent
Solicitation until a TIN is provided to the Exchange Agent.
16
PAYER'S NAME: THE BANK OF NEW YORK
THE SUBSTITUTE FORM W-9 BELOW MUST BE COMPLETED AND SIGNED.
PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR OTHER TAXPAYER IDENTIFICATION
NUMBER ("TIN") AND CERTIFY THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING.
<Table>
- ------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE FORM W-9
DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR TIN AND CERTIFICATION
- ------------------------------------------------------------------------------------------------------------------------
Name
- ------------------------------------------------------------------------------------------------------------------------
Business Name if Different From Above
Please check appropriate box indicating your status:
[ ] Individual/Sole Proprietor [ ] Corporation [ ] Partnership
[ ] Other ..............................
- ------------------------------------------------------------------------------------------------------------------------
Address (number, street and apt. or suite no.)
- ------------------------------------------------------------------------------------------------------------------------
City, state and ZIP code
- ------------------------------------------------------------------------------------------------------------------------
PART I TIN
- ------------------------------------------------------------------------------------------------------------------------
PLEASE PROVIDE YOUR TIN ON THE APPROPRIATE LINE AT THE RIGHT. For most
individuals, this is your social security number. If you do not have such a --------------------
number, see the enclosed Guidelines for Certification of Taxpayer Social Security Number
Identification Number on Substitute Form W-9. If you are awaiting a TIN, OR
write "Applied For" in this Part I, complete the "Certificate of Awaiting
Taxpayer Identification Number" below and see "IMPORTANT TAX INFORMATION." ---------------------------
Employer Identification Number
- ------------------------------------------------------------------------------------------------------------------------
PART II EXEMPT FROM BACKUP WITHHOLDING
- ------------------------------------------------------------------------------------------------------------------------
Check the box if you are NOT subject to backup withholding. [ ]
- ------------------------------------------------------------------------------------------------------------------------
PART III CERTIFICATION
- ------------------------------------------------------------------------------------------------------------------------
Under penalties of perjury, I certify that:
(1) the number shown on this form is my correct taxpayer identification number (or I am waiting for a number
to be issued to me),
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not
been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of
a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject
to backup withholding and
(3) I am a U.S. person (including a U.S. resident alien).
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by the IRS that you
are currently subject to backup withholding because you have failed to report all interest and dividends on
your tax return. However, if, after being notified by the IRS that you were subject to backup withholding, you
received another notification from the IRS that you are no longer subject to backup withholding, do not cross
out item 2.
- ------------------------------------------------------------------------------------------------------------------------
SIGN Signature of Dated - , 2004
HERE U.S. person -
Name -
- ------------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP
WITHHOLDING OF 28% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE
OFFER AND CONSENT SOLICITATION. IN ADDITION, FAILURE TO PROVIDE SUCH INFORMATION
MAY RESULT IN A PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
INSTEAD OF A TIN IN THE SUBSTITUTE FORM W-9.
<Table>
- ------------------------------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and
either (a) I have mailed or delivered an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not provide a TIN by the time of
payment, 28% of all reportable payments made to me will be withheld until I provide a taxpayer identification
number to the Exchange Agent.
- ------------------------------------------------------------------------------------------------------------------------
SIGN Signature of Dated - , 2004
HERE U.S. person -
Name -
- ------------------------------------------------------------------------------------------------------------------------
</Table>
17
EXCHANGE AGENT
The Exchange Agent for the Exchange Offer and Consent Solicitation is:
THE BANK OF NEW YORK
<Table>
By Registered or Certified Mail: By Hand or Overnight Courier:
The Bank of New York The Bank of New York
Reorganization Unit Reorganization Unit
101 Barclay Street, 7E 101 Barclay Street
New York, New York 10286 Corporate Trust Services Window
Attn: William Buckley/Carolle Montreuil New York, New York 10286
Attn: William Buckley/Carolle Montreuil
By Facsimile:
(212) 298-1915 Confirm by Telephone:
(212) 815-5788/5920
</Table>
Questions and requests for assistance or for additional copies of this
Letter of Consent/Transmittal, the Prospectus and Consent Solicitation Statement
and the Notice of Guaranteed Delivery may be directed to the Information Agent
at the telephone numbers and address listed below. Holders may also contact
their broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Exchange Offer and Consent Solicitation.
INFORMATION AGENT
The Information Agent for the Exchange Offer and Consent Solicitation is:
INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, New York 10022
Banks and Brokers Call Collect:
(212) 750-5833
All Others Call Toll Free:
(877) 456-3507
DEALER MANAGER
The Dealer Manager for the Exchange Offer and Consent Solicitation is as
follows:
MORGAN STANLEY
1585 Broadway
New York, New York 10036
Attn: Liability Management Group
Telephone: (800) 624-1808 (Toll Free)
Collect: (212) 761-1864
Contact: Patrick Sieb
August 9, 2004