Common use of Capital Project Committee Clause in Contracts

Capital Project Committee. The Members hereby agree that there shall be created a Capital Project Committee consisting of: (1) prior to a Pan Am Change in Control, four Committee Representatives, two of whom shall be designated by the Pan Am Member and two of whom shall be designated by the NS Member; and (2) upon and after a Pan Am Change in Control, three Committee Representatives, two of whom shall be designated by the NS Member and one of whom shall be designated by the Pan Am Member. The Capital Project Committee shall establish a process (the "Capital Project Process") utilizing capacity modeling and field input to determine capacity needs and capital expenditures with respect to Capital Projects. The Capital Project Process will specify that the engineering specifications and instructions applicable to any particular Capital Project shall conform to the then-current NSR internal specifications and instruction for constructing a similar capital project. The Capital Project Committee shall be responsible for (i) determining the optimum use of capital expenditures provided for in the Company's Budget (including any Rollover Budget) or Business Plan in accordance with the Capital Project Process and (ii) performing the functions allocated to it pursuant to the Capital Projects and Facility Management Agreement. The initial designees to the Capital Project Committee shall be those persons identified in Exhibit 5.3(b)(i) hereto. Except as provided in Section 5.12, the Capital Project Committee shall follow any protocols approved by the Management Committee in accordance with Section 5.6 to guide capital expenditures decisions.

Capital Project Committee. The Members hereby agree that there shall be created a Capital Project Committee consisting of: (1) prior to a Pan Am Change in Control, four Committee Representatives, two of whom shall be designated by the Pan Am Member and two of whom shall be designated by the NS Member; and (2) upon and after a Pan Am Change in Control, three Committee Representatives, two of whom shall be designated by the NS KCS Member and one of whom shall be designated by the Pan Am NS Member. The Capital Project Committee shall establish a process (the "Capital Project Process") utilizing capacity modeling and field input to determine capacity needs and capital expenditures with respect to Capital Projects. The Capital Project Process will specify that the engineering specifications and instructions applicable to any particular Capital Project shall conform to the then-current NSR internal specifications and instruction for constructing a similar capital project. The Capital Project Committee shall be responsible for (i) determining the optimum use of capital expenditures provided for in the Company's Budget (including any Rollover Budget) or Business Plan in accordance with the Capital Project Process and (ii) performing negotiating and entering into any Capital Improvement Agreements and overseeing the functions allocated to it pursuant to performance of the KCS Member thereunder, provided, however, that such Capital Improvement Agreements shall provide for construction of such Capital Projects and Facility Management Agreementat cost. The initial designees to the Capital Project Committee shall be those persons identified in Exhibit 5.3(b)(i) hereto. Except as provided in Section 5.12, the Capital Project Committee shall follow any protocols approved by the Management Committee in accordance with Section 5.6 to guide capital expenditures decisions. The initial capital expenditure protocols for capital expenditures other than the Proposed Capital Projects are attached hereto as Exhibit 5.3(b)(ii).

Capital Project Committee. The Members hereby agree that there shall be created a Capital Project Committee consisting of: (1) prior to a Pan Am Change in Control, four Committee Representatives, two of whom shall be designated by the Pan Am Member and two of whom shall be designated by the NS Member; and (2) upon and after a Pan Am Change in Control, three Committee Representatives, two of whom shall be designated by the NS KCS Member and one of whom shall be designated by the Pan Am NS Member. The Capital Project Committee shall establish a process (the "“Capital Project Process"”) utilizing capacity modeling and field input to determine capacity needs and capital expenditures with respect to Capital Projects. The Capital Project Process will specify that the engineering specifications and instructions applicable to any particular Capital Project shall conform to the then-current NSR internal specifications and instruction for constructing a similar capital project. The Capital Project Committee shall be responsible for (i) determining the optimum use of capital expenditures provided for in the Company's ’s Budget (including any Rollover Budget) or Business Plan in accordance with the Capital Project Process and (ii) performing negotiating and entering into any Capital Improvement Agreements and overseeing the functions allocated to it pursuant to performance of the KCS Member thereunder, provided, however, that such Capital Improvement Agreements shall provide for construction of such Capital Projects and Facility Management Agreementat cost. The initial designees to the Capital Project Committee shall be those persons identified in Exhibit 5.3(b)(i) hereto. Except as provided in Section 5.12, the Capital Project Committee shall follow any protocols approved by the Management Committee in accordance with Section 5.6 to guide capital expenditures decisions. The initial capital expenditure protocols for capital expenditures other than the Proposed Capital Projects are attached hereto as Exhibit 5.3(b)(ii).