EXHIBIT 10.94
This AMENDMENT TO LEASE AGREEMENT (the "Amendment"), made and entered into
this the 30th day of July, 2004, by and between CSX TRANSPORTATION, INC., a
Virginia corporation as operator for New York Central Lines LLC, along with its
subsidiaries and affiliates (collectively, "Lessor"), and CENTRAL RAILROAD
COMPANY OF INDIANAPOLIS, an Indiana Corporation, d/b/a Chicago, Ft. Xxxxx &
Eastern Railroad ("Lessee").
WITNESSETH:
WHEREAS, Lessor and Lessee have entered into a lease agreement dated July
26, 2004 (the "Lease Agreement"), for land and track between Tolleston, Indiana,
and Crestline, Ohio, from milepost QF 191.28 (excluding Crestline Yard) at or
near Crestline station to milepost QF 441.71 at or near Tolleston station (Fort
Xxxxx Corridor), from Milepost QFD 86.57 to Milepost QFD 70.38 (Decatur
Secondary, and from Milepost QFS 69.24 to Milepost QFS 62.85 (Spore Industrial
Track) (the "Line"); and
WHEREAS, Lessor and Lessee have entered into a Locomotive Run-Through
Agreement dated July 30, 2004, for the use of locomotives in conjunction with
the Unit Grain Operations ("Power Agreement"); and
WHEREAS, Lessor and Lessee desire to amend the Lease Agreement to adjust
for certain expenses associated with the use of Lessor's locomotive power over
the Line with respect to unit grain trains originating at Hamlet, Indiana for
Xxxxxx County Xxxxxx'x Coop; Decatur, Indiana for Bunge; and Lima, Ohio for
Cargill ("Unit Grain Operations").
NOW, THEREFORE, the parties hereto, in consideration of the premises,
closing of the transaction described above, and other good and valuable
consideration, receipt of which is hereby acknowledged, do mutually agree to
amend the Lease Agreement as follows:
1). The foregoing recitals are incorporated as though fully restated
herein
2). The annual rent due under the Lease Agreement shall be reduced by
$5,000 for each unit train operated by Lessee on the Line using
Lessor's locomotive power for Unit Grain Operations and as to which
Lessee shall have been assessed charges for that locomotive power
under the Power Agreement ("Annual Rent Adjustment").
3). The initial Annual Rent Adjustment to be applied with respect to the
annual rental payment due on or before August 1, 2004, will be
calculated based on 105 qualifying unit trains. The Annual Rent
Adjustment to be applied with respect to the annual rental payment
due on or before August 1, 2005, will be calculated based on the
actual train count, determined in the manner set forth in paragraph
2 above, from August 1, 2004 through April 30, 2005, annualized. The
Annual Rent Adjustment to be applied with respect to the annual
rental payment due in all subsequent years will be calculated based
on the actual train count, determined per paragraph 2 above again,
over the 12-
month period beginning May 1 of the prior year and ending April 30 of the year
in which the annual rental payment is due.
4). The $5,000 Annual Rent Adjustment factor shall increase or decrease in
the same proportion as the R-1 rate in the Power Agreement.
5). Paragraph 3 (a) of the Lease Agreement is hereby modified and amended
to reduce the number of five (5) year renewal terms addressed in that paragraph
from two (2) to one (1). Lessor and Lessee further agree that, provided the
renewal term provided for in paragraph 3(a) is exercised, and upon its
expiration, the Lease Agreement may be further renewed for an additional five
(5) year term upon and subject to the mutual approval and agreement of such a
renewal and its terms by both Lessor and Lessee.
6). The terms and provisions of the Lease Agreement are hereby ratified
and confirmed, except to the extent modified by this Amendment.
In witness whereof, the parties hereto have caused this Amendment to be
signed by their duly authorized officers in duplicate effective the day and year
first above written.
CSXT Transportation, Inc.
WITNESS:
/s/ Xxxxx Xxxx /s/ Xxx Xxxxx
----------------------------------- ----------------------------------
Name: XXXXX XXXX Name: Xxx Xxxxx
Title: DIRECTOR Title: VP Strategic PLng & Process
Improvement
Central Railroad Company of
WITNESS: Indianapolis
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx Xxxx
----------------------------------- ----------------------------------
Name: XXXXXXX X. XXXXXX Name : XXXXXXX XXXX
Title : SVP-Corporate Development Title: EVP + CFO
