EXHIBIT 10(h)
AMENDMENT NO. 1
DATED AS OF JUNE 1, 2000
OF THE
SHARED ASSETS AREA
OPERATING AGREEMENT
FOR
[NORTH JERSEY]
[SOUTH JERSEY/PHILADELPHIA]
[DETROIT]
Dated as of June 1, 1999
By and Among
CONSOLIDATED RAIL CORPORATION,
CSX TRANSPORTATION, INC. and
NORFOLK SOUTHERN RAILWAY COMPANY
AMENDMENT NO. 1
OF THE
SHARED ASSETS AREA
OPERATING AGREEMENT
FOR
[NORTH JERSEY]
[SOUTH JERSEY/PHILADELPHIA]
[DETROIT]
This AMENDMENT NO. 1 dated as of June 1, 2000 (the "Amendment")
OF THE SHARED ASSETS AREA OPERATING AGREEMENT for [North Jersey]
[South Jersey/Philadelphia], [Detroit] ("Agreement") dated as of June
1, 1999, is by and among Consolidated Rail Corporation ("CRC"), CSX
Transportation, Inc. ("CSXT") and Norfolk Southern Railway Company
("NSR").
W I T N E S S E T H:
WHEREAS, the parties have previously entered into the Agreement;
WHEREAS, the parties now desire to amend the Agreement with respect
to the apportionment of certain liabilities between the parties as more
fully set forth below;
WHEREAS, it is the intent of the parties that, except as expressly
amended hereby, the Agreement shall remain unamended and in full force
and effect;
NOW, THEREFORE, the parties hereby amend the Agreement as follows:
SECTION 1. Definitions. Capitalized terms used in this Amendment
and not defined herein shall have the meanings assigned to such terms in
the Agreement.
SECTION 2. Amendments of the Agreement. The Agreement is hereby
amended pursuant to and in compliance with Section 17 as follows:
(a) The heading and text of Section 11 b)(ii) are hereby deleted
in their entirety and the following substituted therefor:
"(ii) First Two Years. If an incident giving rise to Damage
for which the Operators are jointly responsible under Section
11(b)(i) Train Usage) occurs before June 1, 2001, responsibility
for such Damage shall be borne equally by the Operators, with each
being liable for one-half (1/2) of the damages."
(b) The heading and text of Section 11(f)(i)(A.1.)are hereby
deleted in their entirety and the following substituted therefor:
"(A.1) Tier One Damages Defined. In this
Section 11(f), "Tier One Damages" for any incident occurring
during and between June 1, 1999 and May 31, 2001 shall,
except as otherwise provided in Section 11(g) (Substance
Abuse Exceptions), include the greater of:
(1) $25 million of Damages; or
(2) the lowest amount of Damages which,
when allocated among all parties, results in an
allocation to either Operator of Damages in an amount
equal to all insurance benefits available to that
Operator (called the "Lesser Insured Operator") which
has the lesser (as between the Operators) amount of
insurance benefits available to it, including, without
limitation, insurance to which CRC looks under Section
11(c) (CRC Responsibility - Allocation and Insurance).
In determining insurance benefits available to the
Lesser Insured Operator, both property and liability
Insurance shall be considered but (i) only to the extent
benefits are actually available in connection with that
incident and (ii) they shall be calculated separately
(i.e., property insurance benefits shall not be
considered in any determination of available liability
insurance benefits and vice versa).
In this Section 11(f), "Tier One Damages" for any incident
occurring on or after June 1, 2001 shall, except as otherwise
provided in Section 11(g) (Substance Abuse Exceptions), include
only the first $25 million of Damages incurred by the parties,
unless otherwise agreed by the parties."
SECTION 3. Effectiveness. This Amendment shall become effective
as of June 1, 2000, the "Amendment Date."
SECTION 4. Integration; Confirmation. On and after the Amendment
Date, each reference in the Agreement to "this Agreement," "herein,"
"hereunder" or words of similar import, and each reference in any Note
or other document delivered in connection with the Agreement shall be
deemed to be a reference to the Agreement as amended by this Amendment,
and the Agreement as so amended shall be read as a single integrated
document. Except as specifically amended by this Amendment, all other
terms and provisions of the Agreement shall continue in full force and
effect and unchanged and are hereby confirmed in all respects.
SECTION 5. Confirmation of Agreement. In all respects not
inconsistent with the terms and provisions of this Amendment, the
Agreement is hereby ratified, adopted, approved and confirmed.
SECTION 6. Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above
written.
CSX TRANSPORTATION, INC.
By:
Name:
Title:
NORFOLK SOUTHERN RAILWAY COMPANY
By:
Name:
Title:
CONSOLIDATED RAIL CORPORATION
By:
Name:
Title:
