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EXECUTION COPY
SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT (this "Amendment"), dated as of October 13,
1996, to the Rights Agreement, dated as of June 8, 1988, as amended, between
CSX Corporation, a Virginia corporation (the "Company"), and Xxxxxx Trust
Company of New York, as Rights Agent (the "Rights Agent").
RECITALS
The Company and the Rights Agent have heretofore executed and
entered into the aforementioned Rights Agreement and an amendment thereto,
dated as of June 13, 1990 (the Rights Agreement, as so amended, the "Rights
Agreement"). Pursuant to Section 27 of the Rights Agreement, the Company and
the Rights Agent may from time to time supplement or amend the Rights Agreement
in accordance with the provisions of Section 27 thereof. All acts and things
necessary to make this Amendment a valid agreement, enforceable according to
its terms, have been done and performed, and the execution and delivery of this
Amendment by the Company and the Rights Agent have been in all respects duly
authorized by the Company and the Rights Agent.
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NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the parties thereto agree as follows:
1. Section 1(a) of the Rights Agreement is hereby modified
and amended by adding the following sentence to the end thereof:
Notwithstanding the foregoing, none of Conrail Inc., a Pennsylvania corporation
("Conrail"), or its wholly owned subsidiaries shall be deemed an "Acquiring
Person," as defined pursuant to the foregoing provisions of this paragraph (a),
by virtue of the approval, execution or delivery of the Option Agreement (the
"CSX Option Agreement"), by and between the Company and Conrail, to be dated as
of October 14, 1996, or the consummation of the transactions contemplated
thereby in accordance with the terms thereof.
2. A new Section is added as follows:
"Section 34. Stock Option Agreement. Notwithstanding any
provision herein to the contrary, none of Conrail Inc., a
Pennsylvania corporation ("Conrail"), or its wholly owned
subsidiaries shall be considered an Acquiring Person under
this Rights Agreement, no Shares Acquisition Date or
Distribution Date shall occur, and no Rights shall be
exercisable pursuant to any provision hereof, as a result of
(i) the approval, execution or delivery of the Option
Agreement, dated as of October 14, 1996, by and between the
Company and Conrail, or (ii) the consummation of the
transactions contemplated thereby in accordance with the terms
thereof.
3. This Amendment to the Rights Agreement shall be governed
by and construed in accordance with the laws of the Commonwealth of Virginia
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and for all purposes shall be governed by and construed in accordance with the
laws of such Commonwealth applicable to contracts to be made and performed
entirely within such Commonwealth.
4. This Amendment to the Rights Agreement may be executed in
any number of Counterparts, each of which shall be an original, but such
counterparts shall together constitute one and the same instrument. Terms not
defined herein shall, unless the context otherwise requires, have the meanings
assigned to such terms in the Rights Agreement.
5. In all respects not inconsistent with the terms and
provisions of this Amendment to the Rights Agreement, the Rights Agreement is
hereby ratified, adopted, approved and con-
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firmed. In executing and delivering this Amendment, the Rights Agent shall be
entitled to all the privileges and immunities afforded to the Rights Agent
under the terms and conditions of the Rights Agreement.
6. If any term, provision, covenant or restriction of this
Amendment to the Rights Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment to the Rights
Agreement, and of the Rights Agreement, shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested, all as of the date and year first above
written.
CSX CORPORATION
By: /s/
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Name:
Title:
XXXXXX TRUST COMPANY OF NEW YORK
By: /s/
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Name:
Title:
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