EXHIBIT 4
EXECUTION COPY
August 17, 1997
This agreement is entered into to set forth our
understanding with respect to the acquisition (the
"Acquisition") of Delaware Otsego Corporation (the "Company")
pursuant to the Merger Agreement, dated as of the date hereof
(the "Merger Agreement"), by and among the Company, Xxxxxx Xxxx
("Rich"), CSX Corporation ("CSX") and Norfolk Southern
Corporation ("NSC"). We have agreed as follows:
1. In the event of a termination of the Merger
Agreement, Rich shall not participate in any
termination fee (as contemplated by Section 8.5(b) of
the Merger Agreement), other than with respect to any
arrangements which may exist respecting Expenses (as
defined in the Merger Agreement).
2. The terms of the Acquisition shall be as set forth in
the Merger Agreement, and CSX, NSC and Rich shall
establish LLC and Buyer (as contemplated by the
Merger Agreement) as promptly as practicable.
3. CSX, NSC and Rich shall hereafter negotiate in good
faith toward definitive documentation respecting
final arrangements on terms along the lines laid out
in the term sheet attached to their proposal letter
to the Company, dated as of August 8, 1997, as
modified by the Merger Agreement.
IN WITNESS WHEREOF, the undersigned have caused this
Agreement to be executed as of the date first written above by
their respective officers thereunto duly authorized.
CSX CORPORATION
By: /s/ Xxxx X. Xxxx
NORFOLK SOUTHERN CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
/s/ Xxxxxx Xxxx
XXXXXX XXXX
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