EXHIBIT 99.3
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CSX TRADE RECEIVABLES CORPORATION,
BUYER,
AND
CSX TRANSPORTATION, INC.,
SELLER,
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AMENDMENT NO. 3
dated as of May __, 1998
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Amending the
RECEIVABLES SALE AGREEMENT
Dated as of December 18, 1992
Among CSX Transportation, Inc. and
CSX Trade Receivables Corporation
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AMENDMENT NO. 1 ("Amendment"), dated as of the ____ day of May, 1998, to
the Receivables Sale Agreement (the "Agreement"), dated as of December 18, 1992,
by and among CSX Trade Receivables Corporation, a Delaware corporation (the
"Buyer") and CSX Transportation, Inc., a Virginia corporation (the "Seller").
WHEREAS, the Buyer and the Seller wish to amend the Agreement on the terms
and conditions set forth herein; and
WHEREAS, Section 6.01 of the Agreement permits the Seller and the Buyer to
amend the Agreement without the consent of any Investor Certificateholder, any
Purchaser or any Purchaser Agent, provided that such amendment shall not
adversely affect the interests of any Investor Certificateholder or Purchaser
or otherwise have an Adverse Effect.
NOW THEREFORE, the Buyer and the Seller hereby agree as follows:
I. Amendments
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The following articles and sections of the Agreement are hereby
amended as listed:
Section 2.01(b):
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The following parenthetical shall be added after the word "Receivable"
and after the words "responsible for any obligation" in the last sentence
of Section 2.01(b):
(other than any obligation or liability arising under a
Receivable itself)
Section 2.05(f)
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The words ""Defaulted Receivables", "Monitored Receivables" or
"Overconcentrations"" in Section 2.05(g) shall be deleted and replaced with
the following:
""Defaulted Receivables" or "Overconcentrations""
Section 2.05(g)
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The following parenthetical shall be added to the end of Section
2.05(g):
(without reference to clauses (k) and (l) of the definition
thereof, and with respect to clauses (n), (o), (p), and (q), the word
"Trust" shall be deemed to be replaced by the phrase "CSX Trade
Receivables Corporation")
Article V
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Article V shall be amended to add the following language:
The Buyer shall cease purchasing Purchased Assets from the Seller
if there shall have been filed against the Seller or the Buyer either
(A) a
notice of federal tax Lien from the Internal Revenue Service or (B) a
notice of Lien from the Pension Benefit Guaranty Corporation under
Section 412(n) of the Code or Section 302(f) of ERISA for a failure to
make a required installment or other payment to a plan to which either
of such sections applies, in each case, for so long as any such Lien
remains in place. In addition, the Seller shall have the right to
cease selling Purchased Assets to the Buyer hereunder if the Buyer
fails to pay the purchase price of any Purchased Assets on any
Distribution Date.
II. Effective Date of Amendments
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This Amendment shall be effective as of May __, 1998.
III. Miscellaneous
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(a) Upon the effectiveness hereof, on and after the date hereof, each
reference in the Agreement to the "Receivables Sale Agreement, "this Agreement",
"hereof," "herein," or "hereunder" or words of like import referring to the
Agreement, and each reference in any other agreement to "Receivables Sale
Agreement," "thereunder," "therein," or "thereof" or words of like import
referring to the Agreement, shall mean and be a reference to the Agreement as
amended hereby.
(b) Except as specifically amended above, the Agreement is and shall
continue to be in full force and effect and is hereby ratified and confirmed in
all respects.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any party hereto under the Agreement, or constitute a waiver
of any provision of any other agreement.
Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
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ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT
OF LAWS PRINCIPLES.
This Amendment may be executed in any number of counterparts, each of
which shall be deemed to be an original, and such counterparts shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, we have set our hands as of the ____ day of May,
1998.
CSX TRADE RECEIVABLES
CORPORATION, as Buyer
by
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Title:
CSX TRANSPORTATION, INC., as Seller
by
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Title:
