AMENDMENT NO. 3
to the
TRANSACTION AGREEMENT
by and among
CSX CORPORATION,
CSX TRANSPORTATION, INC.,
NORFOLK SOUTHERN CORPORATION,
NORFOLK SOUTHERN RAILWAY COMPANY,
CONRAIL INC.,
CONSOLIDATED RAIL CORPORATION
and
CRR HOLDINGS LLC
Dated as of June 10, 1997
AMENDMENT NO. 3
THIS AMENDMENT NO. 3 dated as of August 1, 2000, is by and among by and
among CSX CORPORATION, a Virginia corporation ("CSX"), CSX TRANSPORTATION, INC.,
a Virginia corporation, for itself and on behalf of its controlled Subsidiaries
(collectively, "CSXT"), NORFOLK SOUTHERN CORPORATION, a Virginia corporation
("NSC"), NORFOLK SOUTHERN RAILWAY COMPANY, a Virginia corporation, for itself
and on behalf of its controlled Subsidiaries (collectively, "NSR"), CONRAIL
INC., a Pennsylvania corporation, for itself and on behalf of its controlled
Subsidiaries (collectively, "CRR"), CONSOLIDATED RAIL CORPORATION, a
Pennsylvania corporation ("CRC"), and CRR HOLDINGS LLC, a Delaware limited
liability company ("CRR Parent"). CSX, CSXT, NSC, NSR, CRR, CRC and CRR Parent
have entered into that certain Transaction Agreement dated as of June 10, 1997,
as amended (the "Agreement"). The parties to the Agreement have determined to
amend the Agreement to increase the size of the Board of Directors of CRC under
the Agreement as set forth herein. Accordingly, the parties agree 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
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hereby amended pursuant to and in compliance with Section 11.1 by deleting
the text of subsection 4.2(a) in its entirety and substituting the following
therefor:
"Following the Control Date, the business and affairs
of CRC shall be managed under the direction of the CRC
Board consisting of ten persons divided into two
classes of five directors. Five directors shall be
designated by CSX (the "CSX Directors") and five
directors shall be designated by NSC (the "NSC
Directors")."
SECTION 3. Effectiveness. This Amendment shall become
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effective as of August 1, 2000 (the "Amendment Date").
SECTION 4. Integration; Confirmation. On and after
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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. Counterparts. This Amendment may be signed in any
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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.
SECTION 6. Governing Law. This Amendment shall be construed
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in accordance with and governed by the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
CSX CORPORATION CONRAIL INC.(for itself and on behalf
of its controlled Subsidiaries)
By: ------------------------- By: -----------------------------
Name: Xxxx X. Xxxxxxx Name: Xxxxxxx X. X'Xxxxx
Title: Vice Chairman and Chief Title: President
Financial Officer
CSX TRANSPORTATION, INC. (for itself CONSOLIDATED RAIL CORPORATION
and on behalf of its controlled
Subsidiaries)
By: ------------------------- By: -----------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. X'Xxxxx
Title: Executive Vice President - Title: President
Operations
NORFOLK SOUTHERN CORPORATION CRR HOLDINGS LLC
By: ------------------------- By: -----------------------------
Name: Name: Xxxx X. Xxxxxxx
Title: Title: Vice President
NORFOLK SOUTHERN RAILWAY
COMPANY
(for itself and behalf of its controlled
Subsidiaries)
By: --------------------------
Name:
Title:
