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EXHIBIT (c)(6)
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
