Common use of Fees, Expenses and Other Payments Clause in Contracts

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) this Agreement shall be terminated by Buyer pursuant to Section 8.1(e) or by Buyer or DOCP pursuant to Section 8.1(f), or (ii) (A) after the date of this Agreement any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d), then DOCP shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) by wire transfer of immediately available funds to an account designated by Buyer.

Fees, Expenses and Other Payments. (a) Except as otherwise ---------------------------------- provided in Section 9.05(b) of this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs fees and expenses expenses. (b) If: (i) Parent or Purchaser terminates this Agreement pursuant to Section 9.01(e)(i) (other than a termination resulting from an event or circumstance that causes a Material Adverse Effect with respect to such party, its "Expenses"); provided that, except in the event that Company after the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term date of this Agreement Agreement, which event or if circumstance was not caused by the Merger is not consummatedwillful or intentional action or inaction by the Company) or (iv) or pursuant to Section 9.01(e)(ii) other than as a result of a breach of Section 7.03, and this Agreement is thereafter terminatedin any such case, and within one year of any proposal for a Third Party Acquisition shall have been made on or prior to the date of such termination DOCP and in any such case, within 12 months thereafter the Company enters into an agreement respecting an Alternative Transactionwith respect to the consummation of a Third Party Acquisition or a Third Party Acquisition is otherwise consummated; (ii) Parent or Purchaser terminates this Agreement pursuant to Section 9.01(e)(ii) as a result of a breach of Section 7.03 or pursuant to Section 9.01(e)(iii); or (iii) the Company terminates this Agreement pursuant to Section 9.01(d)(ii); then, DOCP in each case, the Company shall pay to Parent, within two Business Days following the reasonable fees execution and expenses delivery of one firm such agreement or such occurrence, as the case may be, or simultaneously with such termination pursuant to Section 9.01(d)(ii), a fee, in cash, of legal counsel advising $135 million (a "Termination Fee") plus, in the Management Investor--------------- event that the Option Agreement terminates in connection with the termination of this Agreement giving rise to the Termination Fee, up to $50,000an additional amount, plus 50% of any such fees not in excess of $50,00022.5 million, as reimbursement for the benefit of the Management Investor in connection with the transactions contemplated herebyExpenses. (bc) If (iAny payment required to be made pursuant to Section 9.05(b) of this Agreement shall be terminated by Buyer pursuant made to Section 8.1(e) or by Buyer or DOCP pursuant to Section 8.1(f), or (ii) (A) after the date of this Agreement any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d), then DOCP shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) Parent by wire transfer of immediately available funds to an account designated by BuyerParent. (d) For purposes of this Section 9.05, this Agreement shall be deemed terminated by Parent or Purchaser pursuant to a provision giving rise to the payment of the Termination Fee if at the time of any termination hereunder Parent or Purchaser was so entitled to terminate this Agreement pursuant to such provision.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in Section 9.5(b) of this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs fees and expenses expenses. (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(bb) becomes payable, if DOCP breaches any material term of If: (i) Parent or Purchaser terminates this Agreement pursuant to Section 9.1(e)(i) or if (iv) or pursuant to Section 9.1(e)(ii) other than as a result of a breach of Section 7.3 or the Merger is not consummated, and Company terminates this Agreement is pursuant to Section 9.1(d)(i) under circumstances when Parent had the right to terminate this Agreement pursuant to Section 9.1(e)(iv), and, in any such case, within 15 months thereafter terminated, and within one year of the date of such termination DOCP Company enters into an agreement respecting an Alternative Transactionwith respect to the consummation of, DOCP or consummates, a Third Party Acquisition; (ii) Parent or Purchaser terminates this Agreement pursuant to Section 9.1(e)(ii) as a result of a breach of Section 7.3 or pursuant to Section 9.1(e)(iii); or (iii) the Company terminates this Agreement pursuant to Section 9.1(d)(ii); then, in each case, the Company (A) shall pay to Parent, within two Business Days following the execution and delivery of such agreement or such occurrence, as the case may be, or simultaneously with such termination pursuant to Section 9.1(d)(ii), a fee, in cash, of $40 million (a "Termination AGREEMENT AND PLAN OF MERGER Fee"); provided, that the Company in no event shall be obligated to pay more than one such $40 million fee with respect to all such agreements and occurrences and such termination and (B) shall reimburse Parent and Purchaser, up to a limit of $5 million, for all their reasonable out-of- pocket fees and expenses actually incurred by Parent, Purchaser or their respective Affiliates in connection with this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, including financing fees and other expenses in connection with options on Interest Rate Protection Agreements and Other Hedging Agreements and all reasonable fees and expenses of one firm counsel, accountants, investment bankers, experts and consultants to each of legal counsel advising Parent or Purchaser and their respective Affiliates and the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit expenses of the Management Investor in connection with preparation, printing, filing and mailing of the transactions contemplated herebyOffer Documents. (bc) If (iAny payment required to be made pursuant to Section 9.5(b) of this Agreement shall be terminated by Buyer pursuant made to Section 8.1(e) or by Buyer or DOCP pursuant to Section 8.1(f), or (ii) (A) after the date of this Agreement any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d), then DOCP shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) Parent by wire transfer of immediately available funds to an account designated by BuyerParent.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this AgreementSection 7.3, whether or not the Merger is consummated, all costs and expenses, expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto ) shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) The Company agrees that if this Agreement shall be terminated by Buyer pursuant to to: (i) Section 8.1(e7.1(b) and such termination is the result of material breach of any covenant, agreement, representation or by Buyer or DOCP pursuant to Section 8.1(f)warranty contained herein, or (iiSection 7.1(e) (A) if the agreement shall have been terminated by the Company and in each such event at any time during the period commencing on the date hereof and ending twelve months after the date of termination of this Agreement, a Competing Transaction shall have been consummated or the Company shall have entered into a definitive agreement providing for a Competing Transaction; (ii) Section 7.1(f) because the Agreement any person or "group" (within and the meaning of Section 13(d)(3) Merger shall fail to receive the requisite vote for approval and adoption by the stockholders of the Exchange Act) Company at a meeting of the stockholders of the Company called to vote thereon, and at the time of such meeting there shall have publicly made exist a proposal with respect to a Competing Transaction which either (x) the Board or the Independent Committee has not publicly opposed or (y) is consummated, or a definitive agreement with respect to which is entered into, at any time during the period commencing on the date hereof and ending twelve months after the date of termination of this Agreement; or (iii) Section 7.1(g) or Section 7.1(h); then in each such event the Company shall pay to Levy Acquisition Co. an Alternative Transaction, amount equal to (A) Levy Acquisition Co.'s Expenses which such Expenses shall not exceed $350,000 plus (B) if a Competing Transaction is consummated during the Offer shall have remained open until at least the scheduled expiration date immediately following period commencing on the date such proposal is madehereof and ending twelve months after the date of termination of this Agreement, an additional amount equal to $750,000. (Cc) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) The Company agrees that if this Agreement shall thereafter be terminated pursuant to Section 8.1(d7.1(b), then DOCP the Company shall pay to Buyer Levy Acquisition Co. an amount equal to Levy Acquisition Co.'s Expenses not to exceed $3,000,000 plus all Expenses of Buyer, CSX, NSC and 350,000; provided that the Management Investor Company shall not be obligated to make any payment pursuant to this Section 7.3(c) if the Company shall be obligated to make a payment to Levy Acquisition Co. pursuant to Section 7.3(b). (d) Any payment required to be made pursuant to Section 7.3(b) or Section 7.3(c) shall be made as promptly as practicable but not later than two five business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) and shall be made by wire transfer of immediately available funds to an account designated by BuyerLevy Acquisition Co., except that any payment to be made as the result of an event described in Section 7.3(b)(i) or clause (y) of Section 7.3(b)(ii) shall be made as promptly as practicable but not later than five business days after the earlier of (1) date on which a Competing Transaction shall have been consummated or (2) the date on which the Company shall have entered into a definitive agreement providing for a Competing Transaction.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, All Expenses incurred by the parties hereto shall will be borne solely and entirely paid by the party which has incurred incurring such costs and expenses (with respect to such partyExpenses; provided, its "Expenses"); provided thathowever, except that in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger transaction is not consummated, and this Agreement is thereafter terminated, and within one year of Parent will pay all Expenses incurred by the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated herebyCompany. (b) If this Agreement is terminated pursuant to (A) (i) this Agreement shall be terminated Section 9.01(b) (breach by Buyer pursuant to the Company), Section 8.1(e9.01(e) (termination date) or by Buyer or DOCP pursuant Section 9.01(f) (failure to Section 8.1(f), or obtain Required Company Vote) and (ii) (A) after the date of this Agreement any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) prior to such termination there shall have been an Acquisition Proposal made or any proposal or expression of interest by a third Person regarding an Acquisition Proposal shall have been publicly made a proposal with respect to an Alternative Transaction, disclosed or (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, Section 9.01(g) (C) the Minimum Condition shall not have been satisfied at the expiration change of the Offer recommendation and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(drelated matters), then DOCP shall the Company will, in the case of a termination by the Parent, within three Business Days following notice of such termination or, in the case of a termination by the Company, prior to such termination, pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) Parent by wire transfer of in immediately available funds to an account designated by Buyerthe Parent a termination fee of $8,750,000 (the “Termination Fee”). (c) If this Agreement is terminated by either party pursuant to Section 9.01(f) (failure to obtain Required Company Vote) other than in the circumstances contemplated by Section 9.05(b) and if within six (6) months after the date of such termination the Company or any of its Subsidiaries enters into any agreement for an Acquisition Proposal which is ultimately consummated or consummates a transaction that constitutes an Acquisition Proposal, the Company will, upon consummation of such Acquisition Proposal, pay to the Parent by wire transfer in immediately available funds to an account designated by the Parent the Termination Fee. (d) If the Company shall fail to pay any fee or other amount due hereunder, the Company shall pay the costs and expenses (including legal fees and expenses) of the other party in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment, together with interest on the amount of any unpaid fee at the publicly announced prime interest rate of JPMorgan Chase Bank, in effect from time to time, from the date such fee or other payment was required to be paid until payment in full. (e) If (i) this Agreement is terminated by the Parent pursuant to Section 9.01 as a result of a breach of any representation, warranty, covenant or agreement by the Company, the Parent may pursue any remedies available to it at law or in equity and will be entitled to recover such additional amounts as the Parent may be entitled to receive at law or in equity or (ii) this Agreement is terminated by the Company pursuant to Section 9.01 as a result of a breach of any representation, warranty, covenant or agreement by the Parent, the Company may pursue any remedies available to it at law or in equity and will be entitled to recover such additional amounts as the Company may be entitled to receive at law or in equity.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this Agreement, all All out-of-pocket costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred directly or indirectly by the parties hereto in respect of the transactions contemplated hereby shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "“Expenses"”); provided, however, that, if the Stock Purchase is completed or the Merger is consummated, all Expenses of the Principal Stockholders and the Company shall be paid by the Surviving Corporation; provided, further, if this Agreement is terminated without the Stock Purchase being completed or the Merger being consummated, all filing fees under the HSR Act shall be borne equally by the Company and Buyer, unless Buyer has materially breached any of its obligations hereunder prior to such termination (in which case Buyer shall be responsible for 100% of such fees). (b) The Company agrees that if this Agreement is terminated (i) by the Company or Buyer pursuant to SECTION 10.01(d) or by the Company pursuant to SECTION 10.01(c) (unless, in either case, Buyer has materially breached any of its obligations hereunder prior to such termination) and (A) an Acquisition Proposal was publicly announced, proposed, offered or made to the Company or its stockholders after the date hereof and before such termination, (B) such Acquisition Proposal has not expired or been withdrawn at the time of such termination and (C) the Company enters into an agreement with respect to or consummates an Acquisition Proposal within twelve months following such termination, (ii) by the Company pursuant to SECTION 10.01(e), or (iii) by Buyer pursuant to SECTION 10.01(f), then the Company shall pay to Buyer an amount equal to the result of (I) (x) 3%, multiplied by (y) the sum of (A) the product of (1) the Per Share Purchase Price (provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term for purposes of this Agreement or SECTION 10.03(b) only, the Per Share Purchase Price shall be calculated as if the Merger is not consummated, occurred on the date of such termination) and this Agreement is thereafter terminated, and within one year (2) the number of Shares outstanding as of the date of such termination DOCP enters into an agreement respecting an Alternative Transactionand (B) the aggregate amount that would be due under SECTIONS 2.05 and 2.06 if the Merger occurred on the date of such termination (such sum, DOCP shall pay the reasonable fees “Base Amount”) plus (II) all documented, third-party out-of-pocket costs and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor reasonably incurred by Buyer and Merger Subsidiary in connection with the transactions contemplated herebyby this Agreement (including, but not limited to, those reasonably incurred in connection with the Financing); provided that the aggregate amount payable pursuant to this SECTION 10.03(b) shall not exceed 3.5% of the Base Amount. (bc) If (iAny payment required to be made pursuant to SECTION 10.03(b)(i) this Agreement shall be terminated by Buyer made contemporaneously with the earlier of the entry into the agreement or the consummation of the relevant Acquisition Proposal, any payment required to be made pursuant to Section 8.1(eSECTION 10.03(b)(ii) or by Buyer or DOCP pursuant to Section 8.1(f), or (ii) (A) after shall be made contemporaneously with the date Company’s termination of this Agreement and any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Actpayment required to be made pursuant to SECTION 10.03(b)(iii) shall have publicly be made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d), then DOCP shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after Buyer’s termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) Agreement, in each case by wire transfer of immediately available funds to an account designated by Buyer.

Fees, Expenses and Other Payments. (a) Except All Expenses (as otherwise provided defined in paragraph (b) of this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, Section 9.5) incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such partyExpenses; provided, its "Expenses"); provided thathowever, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year allocable share of the date of such termination DOCP enters into an agreement respecting an Alternative TransactionAcquiror Companies as a group and Company shall be one-half each for all Expenses related to (i) printing, DOCP shall pay filing and mailing the reasonable Offer Documents, the Information Statement, the Schedule 14D-9 and the Company Proxy Statement, (ii) all SEC and other regulatory filing fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor incurred in connection with the transactions contemplated hereby. Offer Documents, the Information Statement, the Schedule 14D-9 and the Company Proxy Statement, and (biii) If all fees of preparing and filing appropriate notification under the HSR Act. Notwithstanding the foregoing, (i) if this Agreement shall be is terminated by Buyer Acquiror pursuant to Section 8.1(e) or by Buyer or DOCP pursuant to Section 8.1(f), or (ii) (A) after the date of this Agreement any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d9.1(b), then DOCP Company shall pay make a nonrefundable cash payment to Buyer $3,000,000 plus all Expenses of BuyerAcquiror, CSX, NSC and the Management Investor as promptly as practicable but not later than within two business days after termination such termination, in an amount equal to the aggregate amount of all fees and reasonable, documented, out-of-pocket expenses (including with respect to fees, all filing fees and all reasonable attorneys' fees, accountants' fees and financial advisory fees) that have been paid or that may become payable by or on behalf of Acquiror in connection with the preparation and negotiation of the Transaction Documents and otherwise in connection with the Offer and the Merger, provided, however, that such payment shall not exceed $1,000,000, and (ii) if this Agreement is terminated by Company pursuant to Section 9.1(c), then Acquiror shall make a nonrefundable cash payment to Company, within two business days after such termination, in an amount equal to the aggregate amount of all fees and reasonable, documented, out-of-pocket expenses (unless required simultaneously including with termination under Section 8.1(f)respect to fees, all filing fees and all reasonable attorneys' fees, accountants' fees and financial advisory fees) that have been paid or that may become payable by wire transfer or on behalf of immediately available funds to an account designated by BuyerCompany in connection with the preparation and negotiation of the -47- 52 Transaction Documents and otherwise in connection with the Offer and the Merger, provided, however, that such payment shall not exceed $1,000,000.

Fees, Expenses and Other Payments. (a) Except as otherwise provided set forth in this AgreementSection 8.03, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor incurred in connection with this Agreement and the transactions contemplated herebyhereby shall be paid by the Party incurring such expenses, whether or not the transactions contemplated herein are consummated. (b) If (i) Parent shall terminate this Agreement shall be terminated by Buyer pursuant to Section 8.1(e8.01(b)(i) or by Buyer or DOCP pursuant Section 8.01(c), and prior to Section 8.1(f)such termination an Acquisition Proposal has been communicated to the board of directors of the Company, and, within one (1) year of such termination, the Company enters into a definitive agreement with respect to such Acquisition Proposal, or (ii) (A) after the date of Parent terminates this Agreement any person pursuant to Section 8.01(e), Section 8.01(f) or "group" Section 8.01(g), and, within one (within 1) year of such termination, the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made Company enters into a proposal definitive agreement with respect to an Alternative Transactionany Acquisition Proposal, then in each of case (Bi) and (ii) the Offer Company shall have remained open until at least promptly, but in no event later than ten (10) Business Days after the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration consummation of the Offer and (D) this Agreement shall thereafter be terminated pursuant transaction which is the subject of such Acquisition Proposal, pay Parent an amount equal to Section 8.1(d), then DOCP shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) 1.75 million by wire transfer of immediately available funds funds, less the amount of any Expenses previously paid by the Company to an account designated Parent. (c) If this Agreement is terminated by BuyerParent pursuant to Section 8.01(e) or Section 8.01(f) then the Company shall reimburse Parent for all its Expenses not later than ten (10) Business Days after the date of such termination, but not in excess of $300,000. (d) If this Agreement is terminated by the Company pursuant to Section 8.01(h) or Section 8.01(i) then Parent shall reimburse the Company for all its Expenses not later than ten (10) Business Days after the date of such termination, but not in excess of $300,000. (e) As used in this Agreement, the term “Expenses” shall mean those fees and expenses actually incurred by a party in connection with this Agreement and the transactions contemplated hereby, including fees and expenses of outside counsel, investment bankers, accountants, experts, consultants and other representatives.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this Agreement, all All out-of-pocket costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred directly or indirectly by the parties hereto in respect of the transactions contemplated hereby shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided thatprovided, except in the event however, that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year consummated all Expenses of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP Company shall pay be paid by the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated herebySurviving Corporation. (b) If (i) The Company agrees that if this Agreement shall be terminated by Buyer pursuant to (i) Section 8.1(e10.1(e) and at the time of the Company Stockholder Meeting there shall exist a Competing Transaction (as defined below), (ii) Section 10.1(h) and at the time of such termination there shall exist a Competing Transaction or (iii) Section 10.1(f) or (g) at any time, then in any such event the Company shall pay to Buyer a fee in an amount equal to $2,500,000 plus the reasonable Expenses of Buyer not exceeding $750,000. The same amounts shall also be paid by the Company to Buyer if (i) (A) any person, or DOCP pursuant any persons acting as a group, acquires more than one-third of the outstanding Shares after the date of, and prior to Section 8.1(f)the termination of, this Agreement, and (B) such person or group obtains control of the Company or enters into an agreement providing for the merger with, or acquisition of all or substantially all of the assets of the Company from, the Company (a "Change of Control") within 12 months after termination of this Agreement, or (ii) (AX) a Change of Control occurs within 12 months after the termination of this Agreement with a party who had communicated after the date of of, and prior to the termination of, this Agreement any person or "group" (within the meaning of Section 13(d)(3) with an affiliate of the Exchange Act) shall have publicly made a proposal with respect Company or any representative thereof of such party's intent to an Alternative Transactionacquire control of the Company by verbal or written communication, and (BY) the Offer shall have remained open until at least price per share received by the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration stockholders of the Offer and Company in connection with such Change of Control exceeds the Merger Consideration. (Dc) this Agreement shall thereafter Any payment required to be terminated made pursuant to Section 8.1(d), then DOCP 10.3(b) shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor be made as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) by wire transfer of immediately available funds to an account designated by Buyer. The Company's payment of a termination fee pursuant to this subsection shall be the sole and exclusive remedy of Buyer and Colonnade against the Company and any of its subsidiaries and their respective directors, officers, employees, agents, advisors or other representatives with respect to the occurrences giving rise to such payment; provided that this limitation shall not apply in the event of a willful breach of this Agreement by the Company with respect to such occurrence.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in Subject to paragraphs (b) and (c) of this AgreementSection 8.05, all costs and expensesexpenses (including any expenses related to any claims or litigation in connection with the transactions contemplated by this Agreement, or any settlement thereof), including, without limitation, fees and disbursements of counsel, financial advisors and accountantsaccountants and other out-of-pocket expenses, incurred or to be incurred by the parties hereto (which in the case of Merger Sub includes those incurred or to be incurred by its equity investors) in connection with the transactions contemplated hereby (with respect to such party, its "EXPENSES"), shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such partyexpenses; provided, its "Expenses"); provided thathowever, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees all costs and expenses of one firm of legal counsel advising related to printing and mailing the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for Proxy Statement shall be borne by the benefit of the Management Investor in connection with the transactions contemplated herebyCompany. (b) If The Company agrees that, if (i) the Company shall terminate this Agreement shall be terminated by Buyer pursuant to Section 8.1(e8.01(h), (ii) or by Buyer or DOCP Merger Sub shall terminate this Agreement pursuant to Section 8.1(f8.01(d)(i) or 8.01(d)(ii), or (iiiii) (A) after the date of Merger Sub shall terminate this Agreement any person pursuant to Section 8.01(e) or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction8.01(f), (B) prior to the Offer time of such termination, any person shall have remained open until at least made a public announcement or otherwise communicated to the scheduled expiration date immediately following Company and its stockholders with respect to a Takeover Proposal with respect to the date such proposal is madeCompany, and (C) within six (6) months after the Minimum Condition date this Agreement is terminated, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then in accordance with Section 8.05(d), after such termination, or in the case of clause (iii) upon the entering into an agreement with respect to, or consummation of such Takeover Proposal, the Company shall pay to Merger Sub an amount equal to Merger Sub's documented Expenses in connection with this Agreement and the transactions contemplated hereby (which amount shall not have been satisfied at exceed $500,000) and a termination fee in the expiration amount of $1,500,000 (the Offer "TERMINATION FEE" and together with such Expenses, the "TERMINATION AMOUNT"); provided, however, that in no event shall the Company be obligated to pay more than one Termination Amount. (Dc) The Company agrees that it shall pay to Merger Sub an amount equal to Merger Sub's documented Expenses directly related to this Agreement and the transactions contemplated hereby (which amount shall thereafter be not exceed $500,000) if this Agreement is terminated pursuant to Section 8.1(d8.01(f) based upon a breach of a covenant or agreement or of any of the warranties and representations contained in Sections 3.01 (Organization and Qualification; Subsidiaries), then DOCP 3.02 (Capitalization), 3.03 (Authority Relative to this Agreement), 3.05 (Opinion of Financial Advisor), 3.06 (Board Approval), 3.13 (Proxy Statement) or 3.14 (Brokers). (d) Except as otherwise provided in this Agreement, any payment required to be made pursuant to Section 8.05(b) or Section 8.05(c) shall pay be made to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and Merger Sub by the Management Investor as promptly as practicable but Company not later than two ten business days after termination delivery to the Company by Merger Sub of this Agreement (unless required simultaneously with termination under Section 8.1(f)) notice of demand for payment and shall be made by wire transfer of or immediately available funds to an account designated by BuyerMerger Sub. (e) Merger Sub agrees that it shall pay to the Company an amount equal to the Company's documented Expenses directly related to this Agreement and the transactions contemplated hereby (which amount shall not exceed $500,000) if this Agreement is terminated pursuant to Section 8.01(g). Any payment required to be made pursuant to this Section 8.05(e) shall be made to the Company by Merger Sub not later than ten business days after delivery to Merger Sub by the Company of notice of demand for payment and shall be made by wire transfer or immediately available funds to an account designated by the Company. (f) The parties hereto acknowledge that the agreements contained in this Section 8.05 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither the Company nor Merger Sub would enter into this Agreement; accordingly, if either party fails to pay promptly the Termination Amount and/or expenses as applicable, and, in order to obtain such payment, the receiving party commences a suit which results in a judgment against the paying party for the Termination Amount and/or expenses, as applicable, the paying party shall pay to the receiving party its expenses incurred in connection with such suit, together with interest on the Termination Amount and/or expenses, as applicable, at the prime rate published as the average rate in the "Money Rates" section of The Wall Street Journal on the date such payment was required to be made. (g) Subject to the following sentences, the payments required by this Section 8.05 shall constitute liquidated damages in full and complete satisfaction of, and shall be the sole and exclusive remedy of the parties for any loss, liability, damage or claim arising out of or in conjunction with the transactions contemplated in this Agreement, including any termination of this Agreement pursuant to Section 8.01 and shall not constitute a penalty. Notwithstanding the foregoing sentence, if (i) this Agreement is terminated by Merger Sub as a result of a willful breach of any representation, warranty, covenant or agreement by the Company and no Termination Fee is required to be paid pursuant to Section 8.05, Merger Sub may pursue any remedies available to it at law or in equity and shall be entitled to recover such additional amounts as Merger Sub may be entitled to receive at law or in equity or (ii) this Agreement is terminated by the Company as a result of a willful breach of any representation, warranty, covenant or agreement by Merger Sub, the Company may pursue any remedies available to it at law or in equity and shall be entitled to recover such amounts as the Company may be entitled to receive at law or in equity.

Fees, Expenses and Other Payments. (a) Except Subject to Section 8.3(b) hereof or as otherwise provided in this AgreementAgreement or in any Expense Agreements, all costs and expensesexpenses (including any expenses related to any claims or litigation in connection with the transactions contemplated by this Agreement, or any settlement thereof), including, without limitation, fees and disbursements of counsel, financial advisors and accountantsaccountants and other out-of-pocket expenses, incurred or to be incurred by the parties hereto in connection with the Offer, the Merger, this Agreement and the other transactions contemplated hereby, shall be borne solely and entirely by the party which has incurred such costs and expenses; provided, -------- however, that each of the Company and Parent shall pay ------- one-half of (i) the fee payable pursuant to the HSR Act and (ii) all costs and expenses related to the filing, printing and mailing of the Offer Documents, the Schedule TO and the Proxy Statement (with respect to such partyclause (ii) collectively, its the "ExpensesSecurities ---------- Law Compliance Fees"); provided that, except in . ------------------- (i) In the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) this Agreement shall be terminated by Buyer the Company pursuant to Section 8.1(e8.1(c) hereof or by Buyer or DOCP Parent pursuant to Section 8.1(f8.1(e)(i)(A) (other than solely by reason of the Financing sources advising the Company or Parent that they will not provide the Financing for any reason other than as set forth in Sections (iv) or (v)(d) of Annex A hereto), Section ------- 8.1(e)(i)(B) or (iiSection 8.1(e)(ii)(A) (A) after hereof, the date of this Agreement any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d), then DOCP Company shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) Parent by certified check or wire transfer of immediately available funds to an account designated by BuyerParent or its designees, immediately following receipt of a request therefor, an amount equal to $7,500,000 (the "Termination Fee") plus the Parent Expenses (as defined in --------------- Section 8.3(c)). (ii) In the event the Company (A) enters into a definitive agreement with respect to a Third Party Transaction (defined below) within one (1) year of termination of this Agreement with a Third Person or any of its affiliates and other Persons acting in concert with them (collectively, a "Third ----- Party Acquirer") that had publicly announced an Acquisition Proposal (or has -------------- otherwise been publicly disclosed) prior to the termination of this Agreement, and (B) if this Agreement is terminated either (x) by the Company pursuant to --- Section 8.1(d)(i) as a result of the Minimum Condition failing to be satisfied by the Expiration Date as it may have been extended pursuant hereto (other than as a result of a material or willful breach by Parent or Acquisition Company of their obligations hereunder) or (y) by Parent pursuant to Section 8.1(e)(iii) as a result of the Minimum Condition failing to be satisfied by the Expiration Date of the Offer as it may have been extended pursuant hereto (other than as a result of a breach by the Company of its obligations under Section 6.7 as to which Section 8.3(b)(i) shall be applicable) or by Parent pursuant to Section 8.1(e)(iv), the Company shall pay to Parent by certified check or wire transfer to an account designated by Parent or its designee, the Termination Fee plus the Parent Expenses upon consummation of the Third Party Transaction. For purposes of this Agreement, the term "Third ----- Party Transaction" shall mean (1) a merger, consolidation or other business ----------------- combination with any such Third Party Acquirer, (2) the sale or transfer to such Third Party Acquirer of, or the acquisition of beneficial ownership by such Third Party Acquirer of, 40% or more of the Company Voting Securities (as defined herein) or (3) the sale or transfer of 40% or more (in market value) of the assets of the Company and its Subsidiaries on a consolidated basis, to any such Third Party Acquirer. For purposes of this Agreement, "Company Voting -------------- Securities" shall mean Company Common Stock or securities or similar interests, warrants, options or other rights to acquire Company Common Stock or securities convertible or exchangeable into shares of capital stock of the Company which entitles the holder to vote generally in the election of directors. (iii) In the event that this Agreement is terminated pursuant to Section 8.1(e)(ii)(B), and within one (1) year from termination the Company enters into a Third Party Transaction with the Person or with any other Person acting in concert with such Person with whom the Company was holding discussions or negotiations at the time of the termination of this Agreement, the Company shall pay to Parent by certified check or wire transfer to an account designated by Parent or its designees, immediately following receipt of a request therefor, the Termination Fee. (c) In the event that this Agreement is terminated (i) by the Company or Parent because the Company or Parent has been advised by the Financing sources that they will not provide the Financing contemplated by the Bank Commitment Letters or Equity Commitment Letters as a result of a material breach of this Agreement by the Company (in the case of breaches of representations or warranties only if such breaches would individually or in the aggregate have a Company Material Adverse Effect) or (ii) by Parent pursuant to Section 8.1(e)(iv) or Section 8.1(e)(ii)(B), then the Company shall pay to Parent, promptly upon receipt, but in no event later than two (2) Business Days following receipt of reasonable supporting documentation, all actual and reasonably documented expenses incurred by or on behalf of Parent, its stockholders or Acquisition Company in connection with or in anticipation of the Offer, the Merger, this Agreement, and the consummation of the transactions contemplated hereby (including all fees and expenses of outside counsel, experts, Financing sources, investment bankers, accountants and consultants incurred by Parent in connection with or related to the due diligence, authorization, preparation, negotiation, execution and performance of the transactions contemplated) (the "Parent Expenses"), provided that Parent --------------- Expenses shall not exceed $3,000,000 in the aggregate. (d) The Company acknowledges that, at any time after the Effective Time, Parent may cause the Company to pay or reimburse or cause to be paid or reimbursed in cash all expenses of Parent relating to the transactions contemplated hereby, including a transaction fee payable to Chartwell Investments II, LLC.

Fees, Expenses and Other Payments. (a) Except as otherwise provided --------------------------------- in this AgreementSection 7.3, whether or not the Merger is consummated, all costs and expenses, expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto ) shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) The Company agrees that if this Agreement shall be terminated by Buyer pursuant to to: (i) Section 8.1(e7.1(b) and such termination is the result of material breach of any covenant, agreement, representation or by Buyer or DOCP pursuant to Section 8.1(f)warranty contained herein, or (iiSection 7.1(e) (A) if the Aagreement shall have been terminated by the Company and in each such event at any time during the period commencing on the date hereof and ending twelve months after the date of termination of this Agreement, a Competing Transaction shall have been consummated or the Company shall have entered into a definitive agreement providing for a Competing Transaction; (ii) Section 7.1(f) because the Agreement any person or "group" (within and the meaning of Section 13(d)(3) Merger shall fail to receive the requisite vote for approval and adoption by the stockholders of the Exchange Act) Company at a meeting of the stockholders of the Company called to vote thereon, and at the time of such meeting there shall have publicly made exist a proposal with respect to an Alternative Transaction, a Competing Transaction which either (Bx) the Offer shall have remained open until Board or the Independent Committee has not publicly opposed or (y) is consummated, or a definitive agreement with respect to which is entered into, at least any time during the scheduled expiration date immediately following period commencing on the date hereof and ending twelve months after the date of termination of this Agreement; or (iii) Section 7.1(g), Section 7.1(h) or Section 7.1(i); then in each such proposal is madeevent the Company shall pay to Phoenix an amount equal to Phoenix's reasonable Expenses, (C) the Minimum Condition which Expenses shall not have been satisfied at the expiration of the Offer and exceed $100,000. (Dc) The Company agrees that if this Agreement shall thereafter be terminated pursuant to Section 8.1(d7.1(b), then DOCP the Company shall pay to Buyer Phoenix an amount equal to Phoenix's reasonable Expenses not to exceed $3,000,000 plus all Expenses of Buyer100,000; provided that the Company shall not be obligated to make any payment pursuant to this Section 7.3(c) if the Company shall be obligated to make a payment to Phoenix pursuant to Section 7.3(b). (d) Phoenix, CSXXxxxxxxxx and Merger Sub agree that if this Agreement shall be terminated pursuant to Section 7.1(c), NSC and then they shall pay to the Management Investor Company an amount equal to its reasonable expenses (e) Any payment required to be made pursuant to this Section 7.3 shall be made as promptly as practicable but not later than two five business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) and shall be made by wire transfer of immediately available funds to an account designated by BuyerPhoenix, except that any payment to be made as the result of an event described in Section 7.3(b)(i) or clause (y) of Section 7.3(b)(ii) shall be made as promptly as practicable but not later than five business days after the date on which a Competing Transaction shall have been consummated.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this AgreementSection 7.3, whether or not the Merger is consummated, all costs and expenses, expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto ) shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) The Company agrees that if this Agreement shall be terminated by Buyer pursuant to to: (i) Section 8.1(e7.1(b) and such termination is the result of material breach of any covenant, agreement, representation or by Buyer or DOCP pursuant to Section 8.1(f)warranty contained herein, or (iiSection 7.1(e) (A) if the agreement shall have been terminated by the Company and in each such event at any time during the period commencing on the date hereof and ending twelve months after the date of termination of this Agreement, a Competing Transaction shall have been consummated or the Company shall have entered into a definitive agreement providing for a Competing Transaction; (ii) Section 7.1(f) because the Agreement any person or "group" (within and the meaning of Section 13(d)(3) Merger shall fail to receive the requisite vote for approval and adoption by the stockholders of the Exchange Act) Company at a meeting of the stockholders of the Company called to vote thereon, and at the time of such meeting there shall have publicly made exist a proposal with respect to a Competing Transaction which either (x) the Board or the Independent Committee has not publicly opposed or (y) is consummated, or a definitive agreement with respect to which is entered into, at any time during the period commencing on the date hereof and ending twelve months after the date of termination of this Agreement; or (iii) Section 7.1(g) or Section 7.1(h); then in each such event the Company shall pay to Levy Acquisition Co. an Alternative Transaction, amount equal to (A) Levy Acquisition Co.'s Expenses which such Expenses shall not exceed $350,000 plus (B) if a Competing Transaction is consummated during the Offer shall have remained open until at least the scheduled expiration date immediately following period commencing on the date such proposal is madehereof and ending twelve months after the date of termination of this Agreement, an additional amount equal to $500,000. (Cc) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) The Company agrees that if this Agreement shall thereafter be terminated pursuant to Section 8.1(d7.1(b), then DOCP the Company shall pay to Buyer Levy Acquisition Co. an amount equal to Levy Acquisition Co.'s Expenses not to exceed $3,000,000 plus all Expenses of Buyer, CSX, NSC and 350,000; provided that the Management Investor Company shall not be obligated to make any payment pursuant to this Section 7.3(c) if the Company shall be obligated to make a payment to Levy Acquisition Co. pursuant to Section 7.3(b). (d) Any payment required to be made pursuant to Section 7.3(b) or Section 7.3(c) shall be made as promptly as practicable but not later than two five business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) and shall be made by wire transfer of immediately available funds to an account designated by BuyerLevy Acquisition Co., except that any payment to be made as the result of an event described in Section 7.3(b)(i) or clause (y) of Section 7.3(b)(ii) shall be made as promptly as practicable but not later than five business days after the earlier of (1) date on which a Competing Transaction shall have been consummated or (2) the date on which the Company shall have entered into a definitive agreement providing for a Competing Transaction.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) this Agreement shall be terminated by Buyer pursuant to Section 8.1(e8.1 (e) or by Buyer or DOCP pursuant to Section 8.1(f8.1 (f), or (ii) (A) after the date of this Agreement any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d), then DOCP shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) by wire transfer of immediately available funds to an account designated by Buyer.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this AgreementSection 9.05, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, Expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such partyExpenses; PROVIDED, its "Expenses"); provided thatHOWEVER, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year allocable share of the date of such termination DOCP enters into an agreement respecting an Alternative TransactionParent Companies as a group and the Company for all Expenses related to printing, DOCP shall pay filing and mailing the reasonable Registration Statement, the Joint Proxy Statement and the Joint Proxy Statement/Prospectus and all Commission and other regulatory filing fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor incurred in connection with the transactions contemplated herebyRegistration Statement, the Joint Proxy Statement and the Joint Proxy Statement/Prospectus shall be one-half each; and PROVIDED, FURTHER, that the Parent may, at its option, but subject to Section 7.04(e), pay any Expenses of the Company that are solely and directly related to the Merger. (b) If this Agreement is terminated by the Parent pursuant to Section 9.01(j) (change of recommendation), then the Company shall pay to the Parent a termination fee equal to $50 million. (c) If this Agreement is terminated by the Company pursuant to Section 9.01(k) (change of recommendation), then the Parent shall pay to the Company a termination fee equal to $50 million. (d) If (i) this Agreement shall be is terminated by Buyer pursuant to (A) Section 8.1(e9.01(b) or by Buyer or DOCP pursuant (breach), (B) Section 9.01(h) (fiduciary out), (C) Section 9.01(f) (failure to Section 8.1(fobtain stockholder approval), or (D) Section 9.01(j) (change of recommendation), (ii) at the time of such termination (Aor in the case of clause (i)(C) after above, prior to the date of this Agreement any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) Company Stockholders' Meeting), there shall have publicly made a proposal with respect to been an Alternative TransactionAcquisition Proposal involving the Company or any of its Subsidiaries that, at the time of such termination (B) or such meeting, as the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is madecase may be), (C) the Minimum Condition shall not have been satisfied at (x) rejected by the expiration Company and its Board of Directors or (y) withdrawn by the Offer Person making such Acquisition Proposal and (Diii) this Agreement shall within twelve months of any such termination, the Company or any of its Subsidiaries accepts a written offer or enters into a written agreement to consummate an Acquisition Proposal with such Person or any of its Affiliates and (iv) the Company or such Subsidiary is thereafter be terminated pursuant to Section 8.1(dacquired, through merger, consolidation, share exchange, sale of assets or otherwise, by such Person or any of its Affiliates (a "Company Acquisition"), then DOCP the Company (jointly and severally with its Subsidiaries) shall at the closing (and as a condition of such closing) of such Company Acquisition or of such Acquisition Proposal, pay to Buyer the Parent immediately a termination fee of $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) by wire transfer of immediately available funds to an account designated by Buyer175 million.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in subsections (b) and (c) of this AgreementSection 9.05, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, Expenses incurred by the parties hereto shall be borne solely and entirely by the party which has that incurred such costs Expenses; provided, however, that the allocable share of the Acquiror Companies as a group and expenses the Company for all Expenses of printing, filing and mailing the Registration Statement and the Company Proxy Statement and all Commission and other regulatory filing fees incurred in connection with the Registration Statement and the Company Proxy Statement shall be one-half each; and provided, further that Acquiror may, at its option, pay any Expenses of the Company. (i) The Company agrees that, if the Acquiror shall terminate this Plan pursuant to Section 9.01(g)(i) or 9.01(g)(ii), then in each such case the Company shall pay to the Acquiror $ 9 million. (ii) The Company agrees that, if (A) Acquiror shall terminate this Plan pursuant to Section 9.01(b) and such termination is the result of an intentional or willful breach by the Company of any agreement, covenant, representation or warranty herein and (B) either (1) within 12 months after such termination of this Plan the Company shall have entered into a definitive agreement with respect to such partya Competing Transaction with any Person or Group, other than Acquiror, its "Expenses"); provided thatSubsidiaries or Affiliates, except in to which the event that Company shall have furnished information or with which the payment provided in Section 8.5(b) becomes payable, if DOCP breaches Company shall have had any material term contacts or entered into any discussions or negotiations relating to a Competing Transaction at any time during the period commencing 12 months prior to the date of this Agreement Plan through the date of termination of this Plan or if (2) within 12 months after such termination of this Plan, any Person or Group to which the Merger is not consummatedCompany shall have furnished such information or with which it shall have had such contacts, and discussions or negotiations shall have acquired beneficial ownership, by tender offer or exchange offer or otherwise, of 35% or more of the outstanding Company Common Stock and, in either case, the consideration received or to be received by the shareholders of the Company participating in such transaction shall be higher on a per share basis than the consideration payable to the shareholders of the Company under this Agreement is thereafter terminatedPlan on a per share basis or such transaction shall be on more favorable terms to the shareholders of the Company than the Merger, and within one year then in such case the Company shall pay to Acquiror $9 million. (iii) For purposes of subsection (b)(ii) of this Section 9.05, the value of the consideration received or to be received by the Company's shareholders shall be -49- determined as of the date of such termination DOCP enters into an the agreement respecting an Alternative Transactionor the transaction therein referenced, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit value of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) consideration payable to such shareholders under this Agreement Plan shall be terminated determined as of the date of termination of this Plan and the consideration per share received or to be received by Buyer pursuant the shareholders of the Company in any transaction other than the Merger shall be equitably adjusted to Section 8.1(e) give effect to any stock dividend, stock split or by Buyer or DOCP pursuant stock combination effected subsequent to Section 8.1(f), or (ii) (A) after the date of this Agreement any person or "group" Plan. (within the meaning of Section 13(d)(3c) of the Exchange Act) shall have publicly Any payment required to be made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d), then DOCP 9.05(b) of this Plan shall pay be made to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but Acquiror not later than two business days Business Days after termination delivery to the Company of this Agreement (unless required simultaneously with termination under Section 8.1(f)) notice of demand for payment, and shall be made by wire transfer of immediately available funds to an account designated by Buyerthe Acquiror in the notice of demand for payment delivered pursuant to this Section 9.05(c).

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this AgreementSection 10.2, (i) all costs Expenses related to printing, filing and expenses, including, without limitation, mailing the Registration Statement and the Proxy Statement/Prospectus and all SEC and other regulatory filing fees and disbursements of counsel, financial advisors solicitation costs incurred by Parent or Company in connection with the Registration Statement and accountants, the Proxy Statement/Prospectus shall be shared equally by Parent and Company and (ii) all other Expenses incurred by the parties hereto shall be borne solely and entirely paid by the party which has incurred incurring such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) this Agreement shall be is terminated by Buyer pursuant to Section 8.1(e10.1(b), Section 10.1(f) or by Buyer or DOCP pursuant to Section 8.1(f), or 10.1(g) and (ii) (Ai) after the date of this Agreement and prior to such termination an Acquisition Proposal was made or any person proposal or "group" expression of interest by a third Person regarding an Acquisition Proposal was publicly disclosed in either case that was not withdrawn prior to the Company Shareholder Meeting and (ii) within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following 12 months after the date of such proposal is madetermination, Company or any of its Subsidiaries enters into any agreement for a Company Acquisition or consummates a transaction that constitutes a Company Acquisition, resulting from an Acquisition Proposal described in clause (Ci) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d)above, then DOCP shall Company shall, upon consummation of such a transaction, pay $1.0 million to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) Parent by wire transfer of in immediately available funds to an account designated by BuyerParent. (c) If this Agreement is terminated by Parent pursuant to Section 10.1(b) or Section 10.1(g), or by either the Parent or the Company pursuant to Section 10.1(f), then Company shall, within fifteen Business Days following the later of Company’s receipt of notice of such termination and Company’s receipt of a notice from Parent setting forth in reasonable detail Parent’s Expenses incurred with respect to the transaction contemplated by this Agreement, pay to Parent by wire transfer in immediately available funds to an account designated by Parent funds equal to Parent’s Expenses incurred with respect to the transaction contemplated by this Agreement as set forth in the notice described above, provided that in no event shall Company be required to pay to Parent funds in excess of $1.0 million pursuant to this paragraph. (d) If this Agreement is terminated by Company pursuant to Section 10.1(h), then, as a condition to terminating this Agreement, Company shall pay $1.0 million to Parent by wire transfer in immediately available funds to an account designated by Parent. (e) If either party shall fail to pay the other party any fee or other amount due hereunder, the failing party shall pay the costs and expenses (including legal fees and expenses) of the other party in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment, together with interest on the amount of any unpaid fee or other amount at the publicly announced prime interest rate of the Chase Manhattan Bank, in effect from time to time, from the date such fee or other payment was required to be paid until payment in full.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this Agreement, all All out-of-pocket costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred directly or indirectly by the parties hereto in respect of the transactions contemplated hereby shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "ExpensesEXPENSES"); provided thatPROVIDED, except in the event HOWEVER, that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year consummated all Expenses of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP Company shall pay be paid by the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated herebySurviving Corporation. (b) If (i) The Company agrees that if this Agreement shall be terminated by pursuant to (i) Section 10.01(f) or Section 10.01(g), then the Company shall pay to Buyer an amount equal to $25,000,000. In the event that (i) the Offer shall have remained open for a minimum of at least 10 business days from the date that it is amended pursuant to Section 8.1(e) or by Buyer or DOCP pursuant to Section 8.1(f1.01(a), or (ii) (A) after the date of this Agreement hereof any person corporation, partnership, person, other entity or "group" group (within the meaning of as defined in Section 13(d)(3) of the Exchange Act) other than Buyer or any of its affiliates shall have publicly become the beneficial owner of 15% or more of the outstanding Shares or made a proposal with respect to an Alternative Transactionany Acquisition Proposal, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (Ciii) the Minimum Condition shall not have been satisfied at and the expiration of Offer is terminated pursuant to Section 10.01(c) and Merger Subsidiary shall not have accepted for payment any Shares pursuant to the Offer and (Div) this Agreement within twelve months of such termination the Company enters into an agreement providing for the consummation of an Acquisition Proposal (as such term is defined in Section 6.04(a)) or any other person or other entity (other than Buyer or any of its affiliates) becomes the beneficial owner of 40% or more of the outstanding Shares, then the Company shall thereafter pay the Buyer in cash $25,000,000. (c) Any payment required to be terminated made pursuant to Section 8.1(d), then DOCP 10.03(b) shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor be made as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) by wire transfer of immediately available funds to an account designated by Buyer.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this AgreementThe Company shall pay to Parent or Merger Sub by certified check or wire transfer to an account designated by Parent, all costs and expensesimmediately following receipt of a request therefor, including, without limitation, fees and disbursements the sum of counsel, financial advisors and accountants, incurred by $275,000.00 (the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except “Company Termination Fee”) in the event that the payment provided in Section 8.5(beither: (i) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminatedterminated by the Parent pursuant to Section 9.1(e); or (ii) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(f)(ii); or (iii) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(f)(i) at any time after a Superior Proposal (as defined in Section 5.3 except that references to 15% in such definition shall, and for purposes of this Section 9.3(a), be deemed to be 50%) has been made or publicly disclosed by a third party prior to the Meeting, and, within one year of after the date of such termination DOCP Meeting, the Company enters into an a definitive agreement respecting an Alternative Transactionwith respect to, DOCP or consummates such Superior Proposal. In no event shall pay the reasonable fees and expenses of Company be liable for more than one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated herebyCompany Termination Fee. (b) If Parent shall pay to the Company by certified check or wire transfer to an account designated by the Company, immediately following receipt of a request therefor, the sum of $275,000.00 (the “Parent Termination Fee”) in the event that either: (i) this Agreement shall be is terminated by Buyer the Company pursuant to Section 8.1(e) or by Buyer or DOCP pursuant to Section 8.1(f9.1(d), ; or (ii) Parent and Merger Sub fail to consummate the Merger after all of the conditions required to be satisfied by the Company pursuant to Sections 8.1 and 8.3 hereof have been satisfied by the Company (Aor waived by Parent or Merger Sub). In no event shall Parent be liable for more than one Parent Termination Fee. (c) after In the date event that all of the conditions required to be satisfied by the Company pursuant to Sections 8.1 and 8.3 hereof have been satisfied by the Company (or waived by Parent or Merger Sub), Parent and Merger Sub shall be obligated to consummate the transaction contemplated hereby. The Company shall be permitted to initiate an action to require the Parent and Merger Sub to specifically perform their obligations hereunder. (d) The parties acknowledge that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this Agreement. Accordingly, if either party fails to perform its obligations pursuant to this Section 9.3, and, in order to obtain such performance, the other party commences a suit which results in a judgment against the non-performing party for the performance set forth in this Section 9.3, the non-performing party shall also pay to the prevailing party its costs and expenses incurred in connection with such litigation. The Company agrees that the damages resulting from the termination or breach of this Agreement any person or "group" (within are uncertain and incapable of accurate calculation and that the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated amount payable pursuant to Section 8.1(d)9.3(a) or Section 9.3(b) hereof are reasonable forecasts of the actual damages which may be incurred by Parent, then DOCP Merger Sub or the Company, as the case may be, under such circumstances. The amount payable pursuant to Section 9.3(a) hereof constitute liquidated damages and not a penalty and shall pay be the sole remedy to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after which Parent or Merger Sub is entitled in connection with a termination or breach of this Agreement (unless required simultaneously with termination under Section 8.1(f)) by wire transfer of immediately available funds and Parent and Merger Sub shall not be entitled to an account designated by Buyerenforce specifically the terms and provisions hereof. As set forth above, the Company shall be entitled, at its option, to either enforce specifically the terms and provisions hereof or accept the Parent Termination Fee.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this AgreementSection 10.2, (i) all costs Expenses related to printing, filing and expenses, including, without limitation, mailing the Registration Statement and the Proxy Statement/Prospectus and all SEC and other regulatory filing fees and disbursements of counsel, financial advisors solicitation costs incurred by Parent or Company in connection with the Registration Statement and accountants, the Proxy Statement/Prospectus shall be shared equally by Parent and Company and (ii) all other Expenses incurred by the parties hereto shall be borne solely and entirely paid by the party which has incurred incurring such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) this Agreement shall be is terminated by Buyer Company pursuant to Section 8.1(e) or by Buyer or DOCP pursuant to Section 8.1(f), or (ii10.1(e) (AMerger not consummated on or before the Optional Termination Date) and (i) after the date of this Agreement and prior to the Optional Termination Date an Acquisition Proposal was made or any person proposal or "group" expression of interest by a third Person regarding an Acquisition Proposal was publicly disclosed in either case that was not withdrawn and (ii) within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following 12 months after the date of such proposal is madetermination, (C) the Minimum Condition shall not have been satisfied at the expiration Company or any of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d)its Subsidiaries enters into any agreement for a Company Acquisition or consummates a transaction that constitutes a Company Acquisition, then DOCP shall Company shall, upon consummation of such a transaction, pay $13.5 million to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) Parent by wire transfer of in immediately available funds to an account designated by BuyerParent. (c) If this Agreement is terminated pursuant to Section 10.1(f) (failure to obtain Company Shareholders' Approval) and (i) after the date of this Agreement and prior to the Company Shareholder Meeting an Acquisition Proposal was made or any proposal or expression of interest by a third Person regarding an Acquisition Proposal was publicly disclosed in either case that was not withdrawn prior to the Company Shareholder Meeting and (ii) within 12 months after the date of such termination, Company or any of its Subsidiaries enters into any agreement for a Company Acquisition or consummates a transaction that constitutes a Company Acquisition, then Company shall, upon consummation of such a transaction, pay $13.5 million to Parent by wire transfer in immediately available funds to an account designated by Parent. (d) If this Agreement is terminated by Parent pursuant to Section 10.1(g) (change of recommendation; recommendation of an Acquisition Proposal other than by Parent; failure to reject), then Company shall, within three Business Days following notice of such termination, pay $13.5 million to Parent by wire transfer in immediately available funds to an account designated by Parent. (e) If this Agreement is terminated by Company pursuant to Section 10.1(h) (Superior Proposal), then, as a condition to terminating this Agreement, Company shall pay $13.5 million to Parent by wire transfer in immediately available funds to an account designated by Parent. (f) If either party shall fail to pay the other party any fee or other amount due hereunder, the failing party shall pay the costs and expenses (including legal fees and expenses) of the other party in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment, together with interest on the amount of any unpaid fee or other amount at the publicly announced prime interest rate of the Chase Manhattan Bank, in effect from time to time, from the date such fee or other payment was required to be paid until payment in full. (g) Notwithstanding anything to the contrary contained herein, receipt by Parent of the amount payable pursuant to Section 10.3(b), (c), (d) or (e) shall constitute full settlement of any and all liabilities of Company for damages under this Agreement in respect of a termination of this Agreement pursuant to Section 10.1(e), (f), (g) or (h).

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this AgreementSection 7.3, whether or not the Merger is consummated, all costs and expenses, expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto ) shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) The Company agrees that if this Agreement shall be terminated by Buyer pursuant to to: (i) Section 8.1(e7.1(b) and (x) such termination is the result of material breach of any covenant, agreement, representation or by Buyer or DOCP pursuant to Section 8.1(f), or warranty contained herein and (iiy) (A) at any time during the period commencing on the date hereof and ending twelve months after the date of termination of this Agreement any person Agreement, a Business Combination (as defined in Section 7.3(e)) involving the Company shall have occurred or "group" (within the meaning of Section 13(d)(3) Company shall have entered into a definitive agreement providing for such a Business Combination, which Business Combination contains a proposal as to the price per share which is in excess of the Exchange ActMerger Consideration; (ii) Section 7.1(f) because the Agreement, the Merger and the other transactions contemplated hereby shall have publicly made fail to receive the requisite vote for approval and adoption by the stockholders of the Company at a meeting of the stockholders of the Company called to vote thereon, and at the time of such meeting there shall exist a proposal with respect to an Alternative Transaction, a Business Combination with respect to the Company which either (Bx) the Offer shall have remained open until Board of Directors of the Company has not publicly opposed or (y) is consummated, or a definitive agreement with respect to which is entered into, at least any time during the scheduled expiration date immediately following period commencing on the date hereof and ending twelve months after the date of termination of this Agreement; or (iii) Section 7.1(g) or Section 7.1(h); then in each such proposal is madeevent the Company shall pay to Parent an amount equal to $4,500,000, plus all of Parent's Expenses not to exceed $850,000. (Cc) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) The Company agrees that if this Agreement shall thereafter be terminated pursuant to Section 8.1(d7.1(b), then DOCP the Company shall pay to Buyer Parent an amount equal to Parent's Expenses not to exceed $3,000,000 plus all 850,000; provided that the Company shall not be obligated to make any payment pursuant to this Section 7.3(c) if the Company shall be obligated to make a payment to Parent pursuant to Section 7.3(b). (d) Parent agrees that if this Agreement shall be terminated solely as a result of the non-satisfaction or non-fulfillment of the condition set forth in Section 6.2(g) due to the lenders described in the Commitment Letter asserting that the condition precedent regarding no material adverse changes contained in the Commitment Letter was not fulfilled or satisfied for any reason other than a material adverse change in or affecting the business, operations, property, condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, then Parent shall pay to the Company an amount equal to the Company's Expenses of Buyernot to exceed $850,000. (e) Any payment required to be made pursuant to Section 7.3(b), CSX, NSC and the Management Investor Section 7.3(c) or Section 7.3(d) shall be made as promptly as practicable but not later than two five business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) and shall be made by wire transfer of immediately available funds to an account designated by BuyerParent, except that any payment to be made as the result of an event described in Section 7.3(b)(i) or clause (y) of Section7.3(b) (ii) shall be made as promptly as practicable but not later than five business days after the occurrence of the Business Combination or the execution of the definitive agreement providing for a Business Combination. (f) For purposes of this Section 7.3, the term "Business Combination" shall mean any of the following involving the Company: (i) any merger, consolidation, share exchange, business combination or similar transaction; (ii) any sale, lease, exchange, transfer or other disposition of 20% or more of the assets of the Company and its subsidiaries, taken as a whole, in a single transaction or series of transactions, or (iii) the acquisition by a person or any group of beneficial ownership of 20% or more of the capital stock of the Company whether by tender offer or exchange offer or otherwise.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this AgreementSection 9.05, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, Expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such partyExpenses; provided, its "Expenses"); provided thathowever, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year allocable share of the date of such termination DOCP enters into an agreement respecting an Alternative TransactionParent Companies as a group and the Company for all Expenses related to printing, DOCP shall pay filing and mailing the reasonable Registration Statement, the Joint Proxy Statement and the Joint Proxy Statement/Prospectus and all Commission and other regulatory filing fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor incurred in connection with the transactions contemplated herebyRegistration Statement, the Joint Proxy Statement and the Joint Proxy Statement/Prospectus shall be one-half each; and provided, further, that the Parent may, at its option, but subject to Section 7.04(e), pay any Expenses of the Company that are solely and directly related to the Merger. (b) If this Agreement is terminated by the Parent pursuant to Section 9.01(j) (change of recommendation), then the Company shall pay to the Parent a termination fee equal to $50 million. (c) If this Agreement is terminated by the Company pursuant to Section 9.01(k) (change of recommendation), then the Parent shall pay to the Company a termination fee equal to $50 million. (d) If (i) this Agreement shall be is terminated by Buyer pursuant to (A) Section 8.1(e9.01(b) or by Buyer or DOCP pursuant (breach), (B) Section 9.01(h) (fiduciary out), (C) Section 9.01(f) (failure to Section 8.1(fobtain stockholder approval), or (D) Section 9.01(j) (change of recommendation), (ii) at the time of such termination (or in the case of clause (i)(C) above, prior to the Company Stockholders' Meeting), there shall have been an Acquisition Proposal involving the Company or any of its Subsidiaries that, at the time of such termination (or such meeting, as the case may be), shall not have been (x) rejected by the Company and its Board of Directors or (y) withdrawn by the Person making such Acquisition Proposal and (iii) within twelve months of any such termination, the Company or any of its Subsidiaries accepts a written offer or enters into a written agreement to consummate an Acquisition Proposal with such Person or any of its Affiliates and (iv) the Company or such Subsidiary is thereafter acquired, through merger, consolidation, share exchange, sale of assets or otherwise, by such Person or any of its Affiliates (a "Company Acquisition"), then the Company (jointly and severally with its Subsidiaries) shall at the closing (and as a condition of such closing) of such Company Acquisition or of such Acquisition Proposal, pay the Parent immediately a termination fee of $175 million. (e) If (i) this Agreement is terminated pursuant to (A) after the date of this Agreement any person or "group" Section 9.01(c) (within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transactionbreach), (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is madeSection 9.01(i) (fiduciary out), (C) Section 9.01(g) (failure to obtain stockholder AGREEMENT AND PLAN OF MERGER approval), or (D) Section 9.01(k) (change of recommendation), (ii) at the Minimum Condition time of such termination (or in the case of clause (i)(C) above, prior to the Parent Stockholders' Meeting), there shall have been an Acquisition Proposal involving the Parent or any of its Subsidiaries that, at the time of such termination (or such meeting, as the case may be), shall not have been satisfied (x) rejected by the Parent and its Board of Directors or (y) withdrawn by the Person making such Acquisition Proposal and (iii) within twelve months of any such termination, the Parent or any of its Subsidiaries accepts a written offer or enters into a written agreement to consummate an Acquisition Proposal with such Person or any of its Affiliates and (iv) the Parent or such Subsidiary is thereafter acquired, through merger, consolidation, share exchange, sale of assets or otherwise, by such Person or any of its Affiliates (a "Parent Acquisition"), then the Parent (jointly and severally with its Subsidiaries) shall at the expiration closing (and as a condition of such closing) of such Parent Acquisition or of such Acquisition Proposal, pay the Company immediately a termination fee of $175 million. (f) If either party shall fail to pay the other party any fee or other amount due hereunder, the failing party shall pay the costs and expenses (including legal fees and expenses) of the Offer and other party in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment, together with interest on the amount of any unpaid fee at the publicly announced prime interest rate of Citibank N.A., in effect from time to time, from the date such fee or other payment was required to be paid until payment in full. (Dg) this Agreement shall thereafter be terminated Notwithstanding anything herein to the contrary, the aggregate amount payable to the Parent pursuant to Section 8.1(d9.05 shall not exceed $175 million exclusive of any amounts paid pursuant to Section 9.05(f). (h) Notwithstanding anything herein to the contrary, then DOCP the aggregate amount payable to the Company pursuant to Section 9.05 shall pay not exceed $175 million exclusive of any amounts paid pursuant to Buyer $3,000,000 plus all Expenses Section 9.05(f). (i) Subject to the following sentences, the payments required by this Section 9.05 shall constitute liquidated damages in full and complete satisfaction of, and shall be the sole and exclusive remedy of Buyerthe Parent or the Company, CSXas the case may be, NSC and for, any loss, liability, damage or claim arising out of or in conjunction with the Management Investor as promptly as practicable but not later than two business days after transactions contemplated by this Agreement, including any termination of this Agreement pursuant to Section 9.01 and shall not constitute a penalty. Notwithstanding the foregoing sentence, if (unless i) this Agreement is terminated by the Parent as a result of a willful breach of any representation, warranty, covenant or agreement by the Company and no termination fee is required simultaneously with to be paid pursuant to Section 9.05(d), the Parent may pursue any remedies available to it at law or in equity and shall be entitled to recover such additional amounts as the Parent may be entitled to receive at law or in equity or (ii) this Agreement is terminated by the Company as a result of a willful breach of any representation, warranty, covenant or agreement by the Parent and no termination under fee is required to be paid pursuant to Section 8.1(f9.05(e)) by wire transfer of immediately , the Company may pursue any remedies AGREEMENT AND PLAN OF MERGER available funds to an account designated by Buyerit at law or in equity and shall be entitled to recover such additional amounts as the Parent may be entitled to receive at law or in equity.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this AgreementSection 7.3, whether or not the Merger is consummated, all costs and expenses, expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto ) shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event . (b) The Company agrees that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement shall be terminated pursuant to: (i) Section 7.1(b) and such termination is the result of material breach of any covenant, agreement, representation or warranty contained herein, or Section 7.1(e) if the Merger is not consummated, Agreement shall have been terminated by the Company and this Agreement is thereafter terminated, in each such event at any time during the period commencing on the date hereof and within one year of ending twelve months after the date of termination of this Agreement, a Competing Transaction shall have been consummated or the Company shall have entered into a definitive agreement providing for a Competing Transaction; (ii) Section 7.1(f) because the Agreement and the Merger shall fail to receive the requisite vote for approval and adoption by the stockholders of the Company at a meeting of the stockholders of the Company called to vote thereon, and at the time of such meeting there shall exist a proposal with respect to a Competing Transaction which either (x) the Board or the Independent Committee has not publicly opposed or (y) is consummated, or a definitive agreement with respect to which is entered into, at any time during the period commencing on the date hereof and ending twelve months after the date of termination DOCP enters into an agreement respecting an Alternative Transactionof this Agreement; or (iii) Section 7.1(e), DOCP Section 7.1(g), Section 7.1(h) or Section 7.1(i); then in each such event the Company shall pay the to Phoenix an amount equal to all of Phoenix's reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor Expenses incurred in connection with the transactions contemplated hereby; provided, that in the event of a termination pursuant to Section 7.1(e), such Expenses shall not exceed $125,000.00. (bc) If (i) The Company agrees that if this Agreement shall be terminated by Buyer pursuant to Section 8.1(e7.1(d), then the Company shall pay to Phoenix an amount equal to all of Phoenix's reasonable Expenses; provided that the Company shall not be obligated to make any payment pursuant to this Section 7.3(c) or by Buyer or DOCP if the Company shall be obligated to make a payment to Phoenix pursuant to Section 8.1(f7.3(b). (d) Phoenix, or (ii) (A) after the date of this Agreement any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer Xxxxxxxxx and (D) Merger Sub agree that if this Agreement shall thereafter be terminated pursuant to Section 8.1(d7.1(c), then DOCP they shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor Company an amount equal to its reasonable expenses. (e) Any payment required to be made pursuant to this Section 7.3 shall be made as promptly as practicable but not later than two five business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) and shall be made by wire transfer of immediately available funds to an account designated by BuyerPhoenix, except that any payment to be made as the result of an event described in Section 7.3(b)(i) or clause (y) of Section 7.3(b)(ii) shall be made as promptly as practicable but not later than five business days after the date on which a Competing Transaction shall have been consummated.

Fees, Expenses and Other Payments. (a) Except All Expenses (as otherwise provided defined in paragraph (b) of this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, Section 8.05) incurred by the parties hereto shall be borne solely and entirely by the party which that has incurred such costs Expenses; provided, however, that the allocable share of each of QRI and the Company for all expenses related to printing, filing and mailing the Registration Statement and the Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Registration Statement and the Proxy Statement, and all filing fees incurred in connection with all regulatory filings made under the HSR Act, shall be one-half; further, provided, that (with respect i) in the event that either the Company or QRI terminates this Agreement pursuant to such partyclause (b), (e) or (f) of Section 8.01 (except in the case of a termination under clause (f) of Section 8.01 under circumstances in which this Agreement and the Merger shall fail to be approved and adopted by the Stockholders of QRI as required under QRI's Certificate of Incorporation, its "Expenses")stockholders agreement and the DGCL) and (A) either this Agreement has not been submitted to stockholders of the Company or the stockholders of the Company have failed to approve this Agreement by the requisite vote; provided that(B) after the date of this Agreement but at or before the time this Agreement is so terminated, except the Company or the Special Committee shall have received a proposal for an Alternative Transaction; and (C) any Alternative Transaction is consummated within one year after the date of this Agreement, the Company shall promptly pay to QRI the sum of $500,000 in cash upon the consummation of the Alternative Transaction; (ii) in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of Company terminates this Agreement pursuant to clause (g) of Section 8.01 the Company shall promptly pay to QRI the sum of $500,000 in cash; (iii) in the event that (A) the Company or if QRI terminates this Agreement pursuant to clause (f) of Section 8.01 because the Merger is stockholders of the Company have failed to approve this Agreement by the requisite vote or (B) QRI terminates this Agreement pursuant to clause (b) of Section 8.01, or (C) the closing condition specified in clause (e) of Section 7.03 hereof shall not consummatedhave been fulfilled or waived on the Closing Date, and this Agreement is thereafter terminated, and within one year of shall have been terminated by the date Company or QRI pursuant to clause (e) of Section 8.01 by reason of such termination DOCP enters into an agreement respecting an Alternative Transactionfailure of condition, DOCP the Company promptly shall pay to QRI the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess sum of $50,000, 100,000 in cash as reimbursement for the benefit an agreed upon estimate of the Management Investor Expenses incurred by QRI in connection with the transactions contemplated hereby. (b) If , which amount shall not reduce any amounts owed, if any, to QRI pursuant to clause (i) this Agreement shall be terminated by Buyer pursuant to Section 8.1(eabove; (iv) or by Buyer or DOCP pursuant to Section 8.1(f), or (ii) in the event that (A) after the date of Company or QRI terminates this Agreement any person or "group" pursuant to clause (within the meaning f) of Section 13(d)(3) 8.01 because the stockholders of the Exchange Act) QRI shall have publicly made a proposal with respect failed to an Alternative Transactionapprove this Agreement by the requisite vote required by QRI's Certificate of Incorporation, its stockholders agreement and the DGCL; or (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) Company terminates this Agreement shall thereafter be terminated pursuant to clause (c) of Section 8.1(d)8.01, then DOCP QRI promptly shall pay to Buyer the Company the sum of $3,000,000 plus all 100,000 in cash as reimbursement for an agreed upon amount of Expenses of Buyerincurred by the Company in connection with the transactions contemplated hereby. Notwithstanding anything herein to the contrary, CSX, NSC the Company and QRI acknowledge that the Management Investor as promptly as practicable but not later than two business days after sole and exclusive remedy for termination of this Agreement under clause (unless required simultaneously with termination under b) or clause (c) of Section 8.1(f8.01 shall be the payments provided for in clauses (iii) and (iv) and, if applicable, clause (i) of the last proviso of the preceding sentence of this Section 8.05(a)) , and neither QRI nor the Company shall have any liability for any other damages incurred by wire transfer of immediately available funds the other party in connection therewith, including, but not limited to an account designated by Buyerconsequential or special damages.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this AgreementSection 7.3, whether or not the Merger is consummated, all costs and expenses, expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto ) shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) Carlyle agrees that if this Agreement shall be terminated by Buyer pursuant to to: (i) Section 8.1(e7.1(b) and (x) such termination is the result of material breach of any covenant, agreement, representation or by Buyer or DOCP pursuant to Section 8.1(f), or warranty contained herein and (iiy) (A) at any time during the period commencing on the date hereof and ending twelve months after the date of termination of this Agreement any person Agreement, a Competing Transaction involving Carlyle shall have occurred or "group" (within Carlyle shall have entered into a definitive agreement providing for such a Competing Transaction, which Competing Transaction values, in the meaning of Section 13(d)(3) reasonable determination of the Exchange ActCarlyle Board of Directors, the Carlyle Common Stock at more than 2/10 of the closing price of the Levcor Common Stock over the 20-day trading period ending on May 23, 2002; (ii) Section 7.1(g) because this Agreement, the Merger and the other transactions contemplated hereby shall have publicly made fail to receive the requisite vote for approval and adoption by the stockholders of Carlyle at a meeting of the stockholders of Carlyle called to vote thereon, and at the time of such meeting there shall exist a proposal with respect to an Alternative Transaction, a Competing Transaction with respect to Carlyle which either (Bx) the Offer shall have remained open until Board of Directors of Carlyle has not publicly opposed or (y) is consummated, or a definitive agreement with respect to which is entered into, at least any time during the scheduled expiration date immediately following period commencing on the date hereof and ending twelve months after the date of termination of this Agreement; or (iii) Section 7.1(h), Section 7.1(i) or Section 7.1(j); then in each such proposal is madeevent Carlyle shall pay to Levcor an amount equal to $300,000, plus all of Levcor's Expenses not to exceed $200,000. (Cc) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) Carlyle agrees that if this Agreement shall thereafter be terminated pursuant to Section 8.1(d7.1(b), then DOCP Carlyle shall pay to Buyer Levcor an amount equal to Levcor's Expenses not to exceed $3,000,000 plus all 200,000; provided that Carlyle shall not be obligated to make any payment pursuant to this Section 7.3(c) if Carlyle shall be obligated to make a payment to Levcor pursuant to Section 7.3(b). (d) Levcor agrees that if this Agreement shall be terminated pursuant to Section 7.1(c), then Levcor shall pay to Carlyle an amount equal to Carlyle's Expenses of Buyernot to exceed $200,000. (e) Any payment required to be made pursuant to Section 7.3(b), CSX, NSC and the Management Investor 7.3(c) or Section 7.3(d) shall be made as promptly as practicable but not later than two five business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) and shall be made by wire transfer of immediately available funds to an account designated by BuyerLevcor, except that any payment to be made as the result of an event described in Section 7.3(b)(i) or clause (y) of Section 7.3(b)(ii) shall be made as promptly as practicable but not later than five business days after the occurrence of the Competing Transaction or the execution of the definitive agreement providing for a Competing Transaction.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this AgreementSection 9.05, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, Expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such partyExpenses; provided, its "Expenses"); provided thathowever, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year allocable share of the date of such termination DOCP enters into an agreement respecting an Alternative TransactionParent Companies as a group and the Company for all Expenses related to printing, DOCP shall pay filing and mailing the reasonable Registration Statement, the Joint Proxy Statement and the Joint Proxy Statement/Prospectus and all Commission and other regulatory filing fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor incurred in connection with the transactions contemplated herebyRegistration Statement, the Joint Proxy Statement and the Joint Proxy Statement/Prospectus shall be one-half each; and provided, further, that the Parent may, at its option, but subject to Section 7.04(e), pay any Expenses of the Company that are solely and directly related to the Merger. (b) If this Agreement is terminated by the Parent pursuant to Section 9.01(j) (change of recommendation), then the Company shall pay to the Parent a termination fee equal to $50 million. (c) If this Agreement is terminated by the Company pursuant to Section 9.01(k) (change of recommendation), then the Parent shall pay to the Company a termination fee equal to $50 million. (d) If (i) this Agreement shall be is terminated by Buyer pursuant to (A) Section 8.1(e9.01(b) or by Buyer or DOCP pursuant (breach), (B) Section 9.01(h) (fiduciary out), (C) Section 9.01(f) (failure to Section 8.1(fobtain stockholder approval), or (D) Section 9.01(j) (change of recommendation), (ii) at the time of such termination (or in the case of clause (i)(C) above, prior to the Company Stockholders' Meeting), there shall have been an Acquisition Proposal involving the Company or any of its Subsidiaries that, at the time of such termination (or such meeting, as the case may be), shall not have been (x) rejected by the Company and its Board of Directors or (y) withdrawn by the Person making such Acquisition Proposal and (iii) within twelve months of any such termination, the Company or any of its Subsidiaries accepts a written offer or enters into a written agreement to consummate an Acquisition Proposal with such Person or any of its Affiliates and (iv) the Company or such Subsidiary is thereafter acquired, through merger, consolidation, share exchange, sale of assets or otherwise, by such Person or any of its Affiliates (a "Company Acquisition"), then the Company (jointly and severally with its Subsidiaries) shall at the closing (and as a condition of such closing) of such Company AGREEMENT AND PLAN OF MERGER -54- Acquisition or of such Acquisition Proposal, pay the Parent immediately a termination fee of $175 million. (e) If (i) this Agreement is terminated pursuant to (A) after the date of this Agreement any person or "group" Section 9.01(c) (within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transactionbreach), (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is madeSection 9.01(i) (fiduciary out), (C) Section 9.01(g) (failure to obtain stockholder approval), or (D) Section 9.01(k) (change of recommendation), (ii) at the Minimum Condition time of such termination (or in the case of clause (i)(C) above, prior to the Parent Stockholders' Meeting), there shall have been an Acquisition Proposal involving the Parent or any of its Subsidiaries that, at the time of such termination (or such meeting, as the case may be), shall not have been satisfied (x) rejected by the Parent and its Board of Directors or (y) withdrawn by the Person making such Acquisition Proposal and (iii) within twelve months of any such termination, the Parent or any of its Subsidiaries accepts a written offer or enters into a written agreement to consummate an Acquisition Proposal with such Person or any of its Affiliates and (iv) the Parent or such Subsidiary is thereafter acquired, through merger, consolidation, share exchange, sale of assets or otherwise, by such Person or any of its Affiliates (a "Parent Acquisition"), then the Parent (jointly and severally with its Subsidiaries) shall at the expiration closing (and as a condition of such closing) of such Parent Acquisition or of such Acquisition Proposal, pay the Company immediately a termination fee of $175 million. (f) If either party shall fail to pay the other party any fee or other amount due hereunder, the failing party shall pay the costs and expenses (including legal fees and expenses) of the Offer and other party in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment, together with interest on the amount of any unpaid fee at the publicly announced prime interest rate of Citibank N.A., in effect from time to time, from the date such fee or other payment was required to be paid until payment in full. (Dg) this Agreement shall thereafter be terminated Notwithstanding anything herein to the contrary, the aggregate amount payable to the Parent pursuant to Section 8.1(d9.05 shall not exceed $175 million exclusive of any amounts paid pursuant to Section 9.05(f). (h) Notwithstanding anything herein to the contrary, then DOCP the aggregate amount payable to the Company pursuant to Section 9.05 shall pay not exceed $175 million exclusive of any amounts paid pursuant to Buyer $3,000,000 plus all Expenses Section 9.05(f). (i) Subject to the following sentences, the payments required by this Section 9.05 shall constitute liquidated damages in full and complete satisfaction of, and shall be the sole and exclusive remedy of Buyerthe Parent or the Company, CSXas the case may be, NSC and for, any loss, liability, damage or claim arising out of or in conjunction with the Management Investor as promptly as practicable but not later than two business days after transactions contemplated by this Agreement, including any termination of this Agreement pursuant to Section 9.01 and shall not constitute a penalty. Notwithstanding the foregoing sentence, if (unless i) this Agreement is terminated by the Parent as a result of a willful breach of any representation, warranty, covenant or agreement by the Company and no termination fee is required simultaneously with to be paid AGREEMENT AND PLAN OF MERGER -55- pursuant to Section 9.05(d), the Parent may pursue any remedies available to it at law or in equity and shall be entitled to recover such additional amounts as the Parent may be entitled to receive at law or in equity or (ii) this Agreement is terminated by the Company as a result of a willful breach of any representation, warranty, covenant or agreement by the Parent and no termination under fee is required to be paid pursuant to Section 8.1(f9.05(e)) by wire transfer of immediately , the Company may pursue any remedies available funds to an account designated by Buyerit at law or in equity and shall be entitled to recover such additional amounts as the Parent may be entitled to receive at law or in equity.

Fees, Expenses and Other Payments. (a) Except as otherwise provided set forth in this AgreementSection 5.2(f), all costs and expensesexpenses incurred in connection with this Agreement, the Merger and the Transactions, and compliance with Applicable Law and Contractual Obligations as a consequence hereof and thereof, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto Parties shall be borne solely and entirely by the party Party which has incurred such costs and expenses (with respect to such partyParty, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) The Arcus Parties agree that if this Agreement shall be terminated by Buyer Acquiror pursuant to Section 8.1(e7.1(g) (other than a termination by Acquiror pursuant to Section 7.1(g)(i)(B)(2) unless the reason for the failure to consummate the Merger prior to the Termination Date is due to any breach by any party (other than Acquiror) to this Agreement, the Stockholders' Agreement or a Warrant Purchase Agreement executed on the date hereof of its covenants herein or therein or the failure of the representations and warranties of such Person to be true and correct in all material respects, in each case, which breach or failure has not been cured) or, subject to the proviso below, by an Arcus Party pursuant to Section 7.1(h), then the Arcus Parties will pay to Acquiror an amount equal to $5,000,000 (the "Termination Fee"), which amount is in recognition of, among other things, the out-of-pocket Expenses of Acquiror related to this Agreement, the reliance of Acquiror on the Arcus Parties' fulfillment of their obligations hereunder, the costs in delayed opportunity to Acquiror, and the benefit to the Arcus Parties, which heretofore has been a private closely-held business, in establishing a market price for it, but which amount shall not be considered to constitute liquidated damages; provided, however, that in the event of a termination of this Agreement by Acquiror pursuant to Section 7.1(g)(ii) or by Buyer or DOCP an Arcus Party pursuant to Section 8.1(f7.1(h), or (ii) (A) after the date of Termination Fee shall be an amount equal to $7,000,000. Any payment required to be made pursuant to this Agreement any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act7.5(b) shall have publicly be made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d), then DOCP shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two ten (10) business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) and, in any such case, shall be made by wire transfer of immediately available funds to an account designated by BuyerAcquiror. (c) Acquiror agrees that if this Agreement shall be terminated by the Arcus Parties pursuant to Section 7.1(c) (other than a termination by the Arcus Parties pursuant to Section 7.1(c)(ii)(B) unless the reason for the failure to consummate the Merger prior to the Termination Date is due to any breach by Acquiror of any of its covenants herein or in the Stockholders' Agreement or the Warrant Purchase Agreements, any breach by a stockholder of Acquiror of the Acquiror Voting Agreement or the failure of the representations and warranties of Acquiror to be true and correct in all material respects, in each case, which breach or failure has not been cured), then Acquiror will pay to the Company an amount equal to $5,000,000, which amount is in recognition of, among other things, the out-of-pocket Expenses of the Arcus Parties related to this Agreement, the reliance of the Arcus Parties on Acquiror's fulfillment of its obligations hereunder, the costs in delayed opportunity to the Arcus Parties, but which amount shall not be considered to constitute liquidated damages. Any payment required to be made pursuant to this Section 7.5(c) shall be made as promptly as practicable but not later than ten (10) business days after termination of this Agreement and, in any such case, shall be made by wire transfer of immediately available funds to an account designated by the Company.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this AgreementSection 10.2, (i) all costs Expenses related to printing, filing and expenses, including, without limitation, mailing the Registration Statement and the Proxy Statement/Prospectus and all SEC and other regulatory filing fees and disbursements of counsel, financial advisors solicitation costs incurred by Parent or Company in connection with the Registration Statement and accountants, the Proxy Statement/Prospectus shall be shared equally by Parent and Company and (ii) all other Expenses incurred by the parties hereto shall be borne solely and entirely paid by the party which has incurred incurring such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) this Agreement shall be is terminated by Buyer pursuant to Section 8.1(e10.1(b), Section 10.1(f) or by Buyer or DOCP pursuant to Section 8.1(f), or 10.1(g) and (ii) (Ai) after the date of this Agreement and prior to such termination an Acquisition Proposal was made or any person proposal or "group" expression of interest by a third Person regarding an Acquisition Proposal was publicly disclosed in either case that was not withdrawn prior to the Company Shareholder Meeting and (ii) within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following 12 months after the date of such proposal is madetermination, Company or any of its Subsidiaries enters into any agreement for a Company Acquisition or consummates a transaction that constitutes a Company Acquisition, resulting from an Acquisition Proposal described in clause (Ci) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d)above, then DOCP shall Company shall, upon consummation of such a transaction, pay $1.0 million to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) Parent by wire transfer of in immediately available funds to an account designated by BuyerParent. (c) If this Agreement is terminated by Parent pursuant to Section 10.1(b) or Section 10.1(g), or by either the Parent or the Company pursuant to Section 10.1(f), then Company shall, within fifteen Business Days following the later of Company’s receipt of notice of such termination and Company’s receipt of a notice from Parent setting forth in reasonable detail Parent’s Expenses incurred with respect to the transaction contemplated by this Agreement, pay to Parent by wire transfer in immediately available funds to an account designated by Parent funds equal to Parent’s Expenses incurred with respect to the transaction contemplated by this Agreement as set forth in the notice described above, provided that in no event shall Company be required to pay to Parent funds in excess of $1.0 million pursuant to this paragraph.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this AgreementSection 7.3, whether or not the Merger is consummated, all costs and expenses, expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto ) shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) The Company agrees that if this Agreement shall be terminated by Buyer pursuant to to: (i) Section 8.1(e7.1(b) and such termination is the result of material breach of any covenant, agreement, representation or by Buyer or DOCP pursuant to Section 8.1(f)warranty contained herein, or (iiSection 7.1(e) (A) if the agreement shall have been terminated by the Company and in each such event at any time during the period commencing on the date hereof and ending twelve months after the date of termination of this Agreement, a Competing Transaction shall have been consummated or the Company shall have entered into a definitive agreement providing for a Competing Transaction; (ii) Section 7.1(f) because the Agreement any person or "group" (within and the meaning of Section 13(d)(3) Merger shall fail to receive the requisite vote for approval and adoption by the stockholders of the Exchange Act) Company at a meeting of the stockholders of the Company called to vote thereon, and at the time of such meeting there shall have publicly made exist a proposal with respect to a Competing Transaction which either (x) the Board or the Independent Committee has not publicly opposed or (y) is consummated, or a definitive agreement with respect to which is entered into, at any time during the period commencing on the date hereof and ending twelve months after the date of termination of this Agreement; or (iii) Section 7.1(g) or Section 7.1(h); then in each such event the Company shall pay to Levy Acquisition Co. an Alternative Transaction, amount equal to (A) Levy Acquisition Co.‘s Expenses which such Expenses shall not exceed $350,000 plus (B) if a Competing Transaction is consummated during the Offer shall have remained open until at least the scheduled expiration date immediately following period commencing on the date such proposal is madehereof and ending twelve months after the date of termination of this Agreement, an additional amount equal to $750,000. (Cc) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) The Company agrees that if this Agreement shall thereafter be terminated pursuant to Section 8.1(d7.1(b), then DOCP the Company shall pay to Buyer Levy Acquisition Co. an amount equal to Levy Acquisition Co.'s Expenses not to exceed $3,000,000 plus all Expenses of Buyer, CSX, NSC and 350,000; provided that the Management Investor Company shall not be obligated to make any payment pursuant to this Section 7.3(c) if the Company shall be obligated to make a payment to Levy Acquisition Co. pursuant to Section 7.3(b). (d) Any payment required to be made pursuant to Section 7.3(b) or Section 7.3(c) shall be made as promptly as practicable but not later than two five business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) and shall be made by wire transfer of immediately available funds to an account designated by BuyerLevy Acquisition Co., except that any payment to be made as the result of an event described in Section 7.3(b)(i) or clause (y) of Section 7.3(b)(ii) shall be made as promptly as practicable but not later than five business days after the earlier of (1) date on which a Competing Transaction shall have been consummated or (2) the date on which the Company shall have entered into a definitive agreement providing for a Competing Transaction.

Fees, Expenses and Other Payments. (a) Except as otherwise provided set forth in this AgreementSection 12.3, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor incurred in connection with this Agreement and the transactions contemplated herebyhereby shall be paid by the Party incurring such expenses, whether or not the transactions contemplated herein are consummated; provided, however, that the Buyer and the Seller shall share equally all fees payable in connection with filings made under the HSR Act. (b) If (i) the Buyer shall terminate this Agreement shall be terminated by Buyer pursuant to Section 8.1(e12.1(b), Section 12.1(d) or by Section 12.1(f) and, within nine (9) months of such termination, the Seller enters into a definitive agreement with respect to, or consummates, any Acquisition Proposal, (ii) the Buyer or DOCP shall terminate this Agreement pursuant to Section 8.1(f), 12.1(e) or (iiiii) the Seller shall terminate this Agreement pursuant to Section 12.1(j); then in each case the Seller shall promptly, but in no event later than two (A2) Business Days after the date of this Agreement any person such termination (or "group" in the case of clause (within i), if later, the meaning of Section 13(d)(3) of date the Exchange Act) shall have publicly made a proposal Company or its Subsidiary enters into such agreement with respect to an Alternative Transactionto, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date or consummates, such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(dAcquisition Proposal), then DOCP shall pay the Buyer an amount equal to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) 2.5 million by wire transfer of immediately available funds. The payment of such amount by the Seller, along with the payment of any amounts owing pursuant to the terms of Section 12.3(c), shall be in satisfaction of all amounts and claims that the Buyer may have for any breach of any representation, warranty, covenant or agreement contained herein or in any documents executed in connection herewith. (c) If this Agreement is terminated by the Buyer pursuant to Section 12.1(b) (and within nine (9) months of such termination, the Seller enters into a definitive agreement with respect to, or consummates, any Acquisition Proposal), Section 12.1(d), Section 12.1(e) or Section 12.1(f) or by the Seller pursuant to Section 12.1(j), then the Seller shall reimburse the Buyer for all its Expenses not later than two (2) Business Days after the date of such termination (or in the case of a termination pursuant to Section 12.1(b), within two (2) Business Days after entering into such definitive agreement). (d) If, on or before June 1, 2006, all of the conditions to the Buyer's obligations to effect the transactions contemplated herein set forth in Article 8 have been satisfied in full and this Agreement has not otherwise been terminated pursuant to Section 12.1, and the Buyer shall fail or refuse to consummate the transactions contemplated herein, then two (2) Business Days after receipt of written notice from the Seller stating that all conditions set forth in Article 8 have been satisfied in full and a demand being made to consummate the transactions contemplated herein, this Agreement shall be deemed to be terminated by the Seller and the Buyer shall pay to the Seller an amount equal to $2.5 million in immediately available funds to an account designated plus Expenses. The payment of such amount by Buyerthe Buyer shall be in satisfaction of all amounts and claims that the Seller or the Company may have for any breach of any representation, warranty, covenant or agreement contained herein or in any documents executed in connection herewith. (e) As used in this Agreement, the term "Expenses" shall mean those fees and expenses actually incurred by a party in connection with this Agreement and the transactions contemplated hereby, including fees and expenses of outside counsel, investment bankers, accountants, experts, consultants and other representatives, not in excess of $250,000.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in subsections (b) and (c) of this AgreementSection 9.05, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, Expenses incurred by the parties hereto shall be borne solely and entirely by the party which has that incurred such costs Expenses; provided, however, that the allocable share of the Acquiror Companies as a group and expenses the Company for all Expenses of printing, filing and mailing the Registration Statement and the Company Proxy Statement and all Commission and other regulatory filing fees incurred in connection with the Registration Statement and the Company Proxy Statement shall be one-half each; and provided, further that Acquiror may, at its option, pay any Expenses of the Company. (i) The Company agrees that, if the Acquiror shall terminate this Plan pursuant to Section 9.01(g)(i) or 9.01(g)(ii), then in each such case the Company shall pay to the Acquiror $ 9 million. (ii) The Company agrees that, if (A) Acquiror shall terminate this Plan pursuant to Section 9.01(b) and such termination is the result of an intentional or willful breach by the Company of any agreement, covenant, representation or warranty herein and (B) either (1) within 12 months after such termination of this Plan the Company shall have entered into a definitive agreement with respect to such partya Competing Transaction with any Person or Group, other than Acquiror, its "Expenses"); provided thatSubsidiaries or Affiliates, except in to which the event that Company shall have furnished information or with which the payment provided in Section 8.5(b) becomes payable, if DOCP breaches Company shall have had any material term contacts or entered into any discussions or negotiations relating to a Competing Transaction at any time during the period commencing 12 months prior to the date of this Agreement Plan through the date of termination of this Plan or if (2) within 12 months after such termination of this Plan, any Person or Group to which the Merger is not consummatedCompany shall have furnished such information or with which it shall have had such contacts, and discussions or negotiations shall have acquired beneficial ownership, by tender offer or exchange offer or otherwise, of 35% or more of the outstanding Company Common Stock and, in either case, the consideration received or to be received by the shareholders of the Company participating in such transaction shall be higher on a per share basis than the consideration payable to the shareholders of the Company under this Agreement is thereafter terminatedPlan on a per share basis or such transaction shall be on more favorable terms to the shareholders of the Company than the Merger, and within one year then in such case the Company shall pay to Acquiror $9 million. (iii) For purposes of subsection (b)(ii) of this Section 9.05, the value of the consideration received or to be received by the Company's shareholders shall be determined as of the date of such termination DOCP enters into an the agreement respecting an Alternative Transactionor the transaction therein referenced, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit value of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) consideration payable to such shareholders under this Agreement Plan shall be terminated determined as of the date of termination of this Plan and the consideration per share received or to be received by Buyer pursuant the shareholders of the Company in any transaction other than the Merger shall be equitably adjusted to Section 8.1(e) give effect to any stock dividend, stock split or by Buyer or DOCP pursuant stock combination effected subsequent to Section 8.1(f), or (ii) (A) after the date of this Agreement any person or "group" Plan. (within the meaning of Section 13(d)(3c) of the Exchange Act) shall have publicly Any payment required to be made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d), then DOCP 9.05(b) of this Plan shall pay be made to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but Acquiror not later than two business days Business Days after termination delivery to the Company of this Agreement (unless required simultaneously with termination under Section 8.1(f)) notice of demand for payment, and shall be made by wire transfer of immediately available funds to an account designated by Buyerthe Acquiror in the notice of demand for payment delivered pursuant to this Section 9.05(c).

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this Agreement, all All out-of-pocket costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred directly or indirectly by the parties hereto in respect of the transactions contemplated hereby shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided thatprovided, except in the event however, that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year consummated all Expenses of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP Company shall pay be paid by the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated herebySurviving Corporation. (b) If (i) The Company agrees that if this Agreement shall be terminated by pursuant to (i) Section 10.01(f) or Section 10.01(g), then the Company shall pay to Buyer an amount equal to $25,000,000. In the event that (i) the Offer shall have remained open for a minimum of at least 10 business days from the date that it is amended pursuant to Section 8.1(e) or by Buyer or DOCP pursuant to Section 8.1(f1.01(a), or (ii) (A) after the date of this Agreement hereof any person corporation, partnership, person, other entity or "group" group (within the meaning of as defined in Section 13(d)(3) of the Exchange Act) other than Buyer or any of its affiliates shall have publicly become the beneficial owner of 15% or more of the outstanding Shares or made a proposal with respect to an Alternative Transactionany Acquisition Proposal, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (Ciii) the Minimum Condition shall not have been satisfied at and the expiration of Offer is terminated pursuant to Section 10.01(c) and Merger Subsidiary shall not have accepted for payment any Shares pursuant to the Offer and (Div) this Agreement within twelve months of such termination the Company enters into an agreement providing for the consummation of an Acquisition Proposal (as such term is defined in Section 6.04(a)) or any other person or other entity (other than Buyer or any of its affiliates) becomes the beneficial owner of 40% or more of the outstanding Shares, then the Company shall thereafter pay the Buyer in cash $25,000,000. (c) Any payment required to be terminated made pursuant to Section 8.1(d), then DOCP 10.03(b) shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor be made as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) by wire transfer of immediately available funds to an account designated by Buyer.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in Section 9.5(b) of this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs fees and expenses expenses. (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(bb) becomes payable, if DOCP breaches any material term of If: (i) Parent or Purchaser terminates this Agreement pursuant to Section 9.1(e)(i) or if (iv) or pursuant to Section 9.1(e)(ii) other than as a result of a breach of Section 7.3 or the Merger is not consummated, and Company terminates this Agreement is pursuant to Section 9.1(d)(i) under circumstances when Parent had the right to terminate this Agreement pursuant to Section 9.1(e)(iv), and, in any such case, within 15 months thereafter terminated, and within one year of the date of such termination DOCP Company enters into an agreement respecting an Alternative Transactionwith respect to the consummation of, DOCP or consummates, a Third Party Acquisition; (ii) Parent or Purchaser terminates this Agreement pursuant to Section 9.1(e)(ii) as a result of a breach of Section 7.3 or pursuant to Section 9.1(e)(iii); or (iii) the Company terminates this Agreement pursuant to Section 9.1(d)(ii); then, in each case, the Company (A) shall pay to Parent, within two Business Days following the execution and delivery of such agreement or such occurrence, as the case may be, or simultaneously with such termination pursuant to Section 9.1(d)(ii), a fee, in cash, of $40 million (a "Termination Fee"); provided, that the Company in no event shall be obligated to pay more than one such $40 million fee with respect to all such agreements and occurrences and such termination and (B) shall reimburse Parent and Purchaser, up to a limit of $5 million, for all their reasonable out-of-pocket fees and expenses actually incurred by Parent, Purchaser or their respective Affiliates in connection with this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, including financing fees and other expenses in connection with options on Interest Rate Protection Agreements and Other Hedging Agreements and all reasonable fees and expenses of one firm counsel, accountants, investment bankers, experts and consultants to each of legal counsel advising Parent or Purchaser and their respective Affiliates and the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit expenses of the Management Investor in connection with preparation, printing, filing and mailing of the transactions contemplated herebyOffer Documents. (bc) If (iAny payment required to be made pursuant to Section 9.5(b) of this Agreement shall be terminated by Buyer pursuant made to Section 8.1(e) or by Buyer or DOCP pursuant to Section 8.1(f), or (ii) (A) after the date of this Agreement any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d), then DOCP shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) Parent by wire transfer of immediately available funds to an account designated by BuyerParent.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this AgreementSection 7.3, whether or not the Merger is consummated, all costs and expenses, expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto ) shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) The Company agrees that if this Agreement shall be terminated by Buyer pursuant to to: (i) Section 8.1(e7.1(b) and such termination is the result of material breach of any covenant, agreement, representation or by Buyer or DOCP pursuant to Section 8.1(f)warranty contained herein, or (iiSection 7.1(e) (A) if the agreement shall have been terminated by the Company and in each such event at any time during the period commencing on the date hereof and ending twelve months after the date of termination of this Agreement, a Competing Transaction shall have been consummated or the Company shall have entered into a definitive agreement providing for a Competing Transaction; (ii) Section 7.1(f) because the Agreement any person or "group" (within and the meaning of Section 13(d)(3) Merger shall fail to receive the requisite vote for approval and adoption by the stockholders of the Exchange Act) Company at a meeting of the stockholders of the Company called to vote thereon, and at the time of such meeting there shall have publicly made exist a proposal with respect to a Competing Transaction which either (x) the Board or the Independent Committee has not publicly opposed or (y) is consummated, or a definitive agreement with respect to which is entered into, at any time during the period commencing on the date hereof and ending twelve months after the date of termination of this Agreement; or (iii) Section 7.1(g) or Section 7.1(h); then in each such event the Company shall pay to Levy Acquisition Co. an Alternative Transaction, amount equal to (A) Levy Acquisition Co.‘s Expenses which such Expenses shall not exceed $350,000 plus (B) if a Competing Transaction is consummated during the Offer shall have remained open until at least the scheduled expiration date immediately following period commencing on the date such proposal is madehereof and ending twelve months after the date of termination of this Agreement, an additional amount equal to $500,000. (Cc) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) The Company agrees that if this Agreement shall thereafter be terminated pursuant to Section 8.1(d7.1(b), then DOCP the Company shall pay to Buyer Levy Acquisition Co. an amount equal to Levy Acquisition Co.‘s Expenses not to exceed $3,000,000 plus all Expenses of Buyer, CSX, NSC and 350,000; provided that the Management Investor Company shall not be obligated to make any payment pursuant to this Section 7.3(c) if the Company shall be obligated to make a payment to Levy Acquisition Co. pursuant to Section 7.3(b). (d) Any payment required to be made pursuant to Section 7.3(b) or Section 7.3(c) shall be made as promptly as practicable but not later than two five business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) and shall be made by wire transfer of immediately available funds to an account designated by BuyerLevy Acquisition Co., except that any payment to be made as the result of an event described in Section 7.3(b)(i) or clause (y) of Section 7.3(b)(ii) shall be made as promptly as practicable but not later than five business days after the earlier of (1) date on which a Competing Transaction shall have been consummated or (2) the date on which the Company shall have entered into a definitive agreement providing for a Competing Transaction.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in Section 8.05(c) of this Agreement, all costs and expenses, including, without limitation, fees and disbursements Expenses (as defined in paragraph (b) of counsel, financial advisors and accountants, this Section 8.05) incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such costs Expenses; provided, however, that (i) the allocable share of the Parent Companies as a group and expenses the Company for all Expenses related to printing, filing and mailing the Registration Statement, the Company Proxy Statement and the Parent Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Registration Statement, the Company Proxy Statement and the Parent Proxy Statement shall be one-half each (with respect to such party, its "Expenses"); provided that, except ii) any and all filing fees under the HSR Act shall be borne one-half each by Parent and the Company and (iii) in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger Company Stockholders Meeting is not consummated, held and this Agreement is thereafter terminated, and within one year the transactions contemplated hereby are not approved by the requisite vote of the date stockholders of the Company (and at the time of such termination DOCP enters into an agreement respecting an Alternative meeting, there shall not exist a Competing Transaction), DOCP then the Company shall pay the reasonable fees and expenses all of one firm of legal counsel advising the Management Investor, Parent's Expenses up to $50,0001 million if, plus 50% of any such fees but only if (x) the conditions set forth in excess of $50,000Sections 7.01(a), (b), (c) and (d) and Sections 7.03(a), (b), (c), (d), and (e) have been satisfied, (y) with respect to Section 7.01(e), Price Waterhouse LLP advises Parent that but for the benefit failure of the Management Investor in connection Company's stockholders to approve the Merger or other actions or inactions by the Company or an affiliate of the Company or within the control of either, the Merger would be treated for financial accounting purposes as a Pooling Transaction, and (z) with the transactions contemplated hereby. (b) If (i) this Agreement shall be terminated by Buyer pursuant respect to Section 8.1(e) or by Buyer or DOCP pursuant to Section 8.1(f7.03(f), but for the failure of the Company's stockholders to approve the Merger or (ii) (A) after other actions or inactions by the date Company or an affiliate of this Agreement any person the Company or "group" (within the control of either, the Merger would constitute a reorganization with the meaning of Section 13(d)(3368(a) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d), then DOCP shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) by wire transfer of immediately available funds to an account designated by BuyerCode.

Fees, Expenses and Other Payments. (a) Except Subject to Section 8.3(b) hereof or as otherwise provided in this AgreementAgreement or in any Expense Agreements, all costs and expensesexpenses (including any expenses related to any claims or litigation in connection with the transactions contemplated by this Agreement, or any settlement thereof), including, without limitation, fees and disbursements of counsel, financial advisors and accountantsaccountants and other out-of-pocket expenses, incurred or to be incurred by the parties hereto in connection with the Offer, the Merger, this Agreement and the other transactions contemplated hereby, shall be borne solely and entirely by the party which has incurred such costs and expenses; provided, however, that all costs and expenses related to the filing, printing and mailing of the Offer Documents, the Schedule TO and the Proxy Statement shall be borne by the Company (with respect to such partycollectively, its the "ExpensesSecurities Law Compliance Fees"); provided that, except in . (i) In the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby. (b) If (i) this Agreement shall be terminated by Buyer the Company pursuant to Section 8.1(e8.1(c) hereof or by Buyer or DOCP Parent pursuant to Section 8.1(f8.1(e)(i)(A) (other than by reason of the Financing sources advising the Company or Parent that they will not provide the Financing for any reason other than as set forth in Sections (iv) or (v)(d) of Annex A hereto), Section 8.1(e)(i)(B) or (iiSection 8.1(e)(ii)(A) (A) after hereof, the date of this Agreement any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction, (B) the Offer shall have remained open until at least the scheduled expiration date immediately following the date such proposal is made, (C) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) this Agreement shall thereafter be terminated pursuant to Section 8.1(d), then DOCP Company shall pay to Buyer $3,000,000 plus all Expenses of Buyer, CSX, NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) Parent by certified check or wire transfer of immediately available funds to an account designated by BuyerParent or its designees, immediately following receipt of a request therefor, an amount equal to $2.3 million (the "Termination Fee") plus Parent Expenses (as defined in Section 8.3(c). (ii) In the event the Company (A) enters into a definitive agreement with respect to a Third Party Transaction (defined below) within one year of termination of this Agreement with a third party or any of its affiliates and other persons acting in concert with them (collectively, a "Third Party Acquiror") that had publicly announced an Acquisition Proposal (or has otherwise been publicly disclosed) prior to the termination of this Agreement, and (B) if this Agreement is terminated either (x) by the Company pursuant to Section 8.1(d)(i) as a result of the Minimum Condition failing to be satisfied by the Expiration Date as it may have been extended pursuant hereto (other than as a result of a material or willful breach by Parent or Acquisition Company of their obligations hereunder) or (y) by Parent pursuant to Section 8.1(e)(iii) as a result of the Minimum Condition failing to be satisfied by the Expiration Date of the Offer as it may have been extended pursuant hereto (other than as a result of a breach by the Company of its obligations under Section 6.7 as to which Section 8.3(b)(i) shall be applicable), the Company shall pay in cash to Acquisition Company or its designees upon signing the Third Party Transaction the Termination Fee. For purposes of this Agreement, the term "Third Party Transaction" shall mean (1) a merger, consolidation or other business combination with any such Third Party Acquirer, (2) the sale or transfer to such Third Party Acquirer of, or the acquisition of beneficial ownership by such Third Party Acquirer of, 40% or more of the Company Voting Securities (as defined herein) or (3) the sale or transfer of 40% or more (in market value) of the assets of the Company and its Subsidiaries on a consolidated basis, to any such Third Party Acquirer, upon which event the Termination Fee and Parent Expenses shall become immediately payable in cash. For

Fees, Expenses and Other Payments. (a) Except as otherwise provided in Subject to paragraphs (b) and (c) of this AgreementSection 8.05, all costs and expensesexpenses (including any expenses related to any claims or litigation in connection with the transactions contemplated by this Agreement, or any settlement thereof), including, without limitation, fees and disbursements of counsel, financial advisors and accountantsaccountants and other out-of-pocket expenses, incurred or to be incurred by the parties hereto (which in the case of Merger Sub includes those incurred or to be incurred by its equity investors) in connection with the transactions contemplated hereby (with respect to such party, its "EXPENSES"), shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such partyexpenses; provided, its "Expenses"); provided thathowever, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees all costs and expenses of one firm of legal counsel advising related to printing and mailing the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for Proxy Statement shall be borne by the benefit of the Management Investor in connection with the transactions contemplated herebyCompany. (b) If The Company agrees that, if (i) the Company shall terminate this Agreement shall be terminated by Buyer pursuant to Section 8.1(e8.01(h), (ii) or by Buyer or DOCP Merger Sub shall terminate this Agreement pursuant to Section 8.1(f8.01(d)(i) or 8.01(d)(ii), or (iiiii) (A) after the date of Merger Sub shall terminate this Agreement any person pursuant to Section 8.01(e) or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall have publicly made a proposal with respect to an Alternative Transaction8.01(f), (B) prior to the Offer time of such termination, any person shall have remained open until at least made a public announcement or otherwise communicated to the scheduled expiration date immediately following Company and its stockholders with respect to a Takeover Proposal with respect to the date such proposal is madeCompany, and (C) within six (6) months after the Minimum Condition date this Agreement is terminated, the Company enters into a definitive agreement with respect to a Takeover Proposal or a Takeover Proposal is consummated, then in accordance with Section 8.05(d), after such termination, or in the case of clause (iii) upon the entering into an agreement with respect to, or consummation of such Takeover Proposal, the Company shall pay to Merger Sub an amount equal to Merger Sub's documented Expenses in connection with this Agreement and the transactions contemplated hereby (which amount shall not have been satisfied at exceed $500,000) and a termination fee in the expiration amount of $1,500,000 (the Offer "TERMINATION FEE" and together with such Expenses, the "TERMINATION AMOUNT"); provided, however, that in no event shall the Company be obligated to pay more than one Termination Amount. (Dc) The Company agrees that it shall pay to Merger Sub an amount equal to Merger Sub's documented Expenses directly related to this Agreement and the transactions contemplated hereby (which amount shall thereafter be not exceed $500,000) if this Agreement is terminated pursuant to Section 8.1(d8.01(f) based upon a breach of a covenant or agreement or of any of the warranties and representations contained in Sections 3.01 (Organization and Qualification; Subsidiaries), then DOCP shall pay 3.02 (Capitalization), 3.03 (Authority Relative to Buyer $3,000,000 plus all Expenses this Agreement), 3.05 (Opinion of BuyerFinancial Advisor), CSX3.06 (Board Approval), NSC and the Management Investor as promptly as practicable but not later than two business days after termination of this Agreement 3.13 (unless required simultaneously with termination under Section 8.1(fProxy Statement) or 3.14 (Brokers)) by wire transfer of immediately available funds to an account designated by Buyer.

Fees, Expenses and Other Payments. (a) Except as otherwise provided in this AgreementSection 7.3, whether or not the Merger is consummated, all costs and expenses, expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred by the parties hereto ) shall be borne solely and entirely by the party which has incurred such costs and expenses (with respect to such party, its "Expenses"); provided that, except in the event that the payment provided in Section 8.5(b) becomes payable, if DOCP breaches any material term of this Agreement or if the Merger is not consummated, and this Agreement is thereafter terminated, and within one year of the date of such termination DOCP enters into an agreement respecting an Alternative Transaction, DOCP shall pay the reasonable fees and expenses of one firm of legal counsel advising the Management Investor, up to $50,000, plus 50% of any such fees in excess of $50,000, for the benefit of the Management Investor in connection with the transactions contemplated hereby.. -------- (b) If (i) The Company agrees that if this Agreement shall be terminated by Buyer pursuant to to: (i) Section 8.1(e7.1(b) and (x) such termination is the result of material breach of any covenant, agreement, representation or by Buyer or DOCP pursuant to Section 8.1(f), or warranty contained herein and (iiy) (A) at any time during the period commencing on the date hereof and ending twelve months after the date of termination of this Agreement any person Agreement, a Business Combination (as defined in Section 7.3(e)) involving the Company shall have occurred or "group" (within the meaning of Section 13(d)(3) Company shall have entered into a definitive agreement providing for such a Business Combination, which Business Combination contains a proposal as to the price per share which is in excess of the Exchange ActMerger Consideration; (ii) Section 7.1(f) because the Agreement, the Merger and the other transactions contemplated hereby shall have publicly made fail to receive the requisite vote for approval and adoption by the stockholders of the Company at a meeting of the stockholders of the Company called to vote thereon, and at the time of such meeting there shall exist a proposal with respect to an Alternative Transaction, a Business Combination with respect to the Company which either (Bx) the Offer shall have remained open until Board of Directors of the Company has not publicly opposed or (y) is consummated, or a definitive agreement with respect to which is entered into, at least any time during the scheduled expiration date immediately following period commencing on the date hereof and ending twelve months after the date of termination of this Agreement; or (iii) Section 7.1(g) or Section 7.1(h); then in each such proposal is madeevent the Company shall pay to Parent an amount equal to $4,500,000, plus all of Parent's Expenses not to exceed $850,000. (Cc) the Minimum Condition shall not have been satisfied at the expiration of the Offer and (D) The Company agrees that if this Agreement shall thereafter be terminated pursuant to Section 8.1(d7.1(b), then DOCP the Company shall pay to Buyer Parent an amount equal to Parent's Expenses not to exceed $3,000,000 plus all 850,000; provided that the Company shall not -------- be obligated to make any payment pursuant to this Section 7.3(c) if the Company shall be obligated to make a payment to Parent pursuant to Section 7.3(b). (d) Parent agrees that if this Agreement shall be terminated solely as a result of the non-satisfaction or non-fulfillment of the condition set forth in Section 6.2(g) due to the lenders described in the Commitment Letter asserting that the condition precedent regarding no material adverse changes contained in the Commitment Letter was not fulfilled or satisfied for any reason other than a material adverse change in or affecting the business, operations, property, condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, then Parent shall pay to the Company an amount equal to the Company's Expenses of Buyernot to exceed $850,000. (e) Any payment required to be made pursuant to Section 7.3(b), CSX, NSC and the Management Investor Section 7.3(c) or Section 7.3(d) shall be made as promptly as practicable but not later than two five business days after termination of this Agreement (unless required simultaneously with termination under Section 8.1(f)) and shall be made by wire transfer of immediately available funds to an account designated by BuyerParent, except that any payment to be made as the result of an event described in Section 7.3(b)(i) or clause (y) of Section 7.3(b)(ii) shall be made as promptly as practicable but not later than five business days after the occurrence of the Business Combination or the execution of the definitive agreement providing for a Business Combination. (f) For purposes of this Section 7.3, the term "Business Combination" -------------------- shall mean any of the following involving the Company: (i) any merger, consolidation, share exchange, business combination or similar transaction; (ii) any sale, lease, exchange, transfer or other disposition of 20% or more of the assets of the Company and its subsidiaries, taken as a whole, in a single transaction or series of transactions, or (iii) the acquisition by a person or any group of beneficial ownership of 20% or more of the capital stock of the Company whether by tender offer or exchange offer or otherwise.