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Agreement
Agreement (124K)
Doc #116110: Click preview link for longer preview.
AGREEMENT
---------
THIS AGREEMENT (hereinafter "Agreement" or "Master Agreement") dated the
27th day of July, 1999, by and between NORTH CAROLINA RAILROAD COMPANY
(hereinafter "NCRR"), a North Carolina corporation, and NORFOLK SOUTHERN
RAILWAY COMPANY (hereinafter "NSR"), a Virginia corporation:
WHEREAS, NCRR and Southern Railway Company (hereinafter "Southern")
entered into a lease dated August 16, 1895 ("the 1895 agreement");
WHEREAS, NCRR and Southern entered into certain supplements or
amendments to the 1895 agreement;
WHEREAS, Atlantic and North Carolina Railroad Company (hereinafter
"ANC"), as lessor, a North Carolina corporation, and Atlantic & East
Carolina Railway Company ("A&EC"), now a wholly owned subsidiary of NSR,
as lessee, entered into a Lease and Indenture dated August 30, 1939
("the 1939 agreement");
WHEREAS, ANC and A&EC entered into certain supplements or amendments to
the 1939 agreement, the last of which supplements provided A&EC the
option to continue the 1939 agreement through the end of 1994, and that
option was properly exercised;
WHEREAS, effective September 29, 1989, ANC was merged into NCRR;
WHEREAS, effective December 31, 1990, Southern changed its name to NSR;
WHEREAS, the 1895 agreement and the 1939 agreement (together, as
supplemented and amended, referred to herein as the "Old Leases") were
to expire on January 1, 1995 and December 31, 1994, respectively, and
have not been and will not be renewed and NSR has continued to operate
the property of NCRR under the provisions of federal and/or state law;
WHEREAS, while the parties had negotiated an agreement to extend the Old
Leases (the Lease Extension Agreement or "LEA"), the LEA was declared to
be invalid by the U.S. District Court for the Eastern District of North
Carolina for want of a quorum at the NCRR shareholders meeting called
for the purpose of approving the LEA on December 15, 1995 and the Court
entered an order enjoining the LEA. Before the LEA had been enjoined,
NSR made certain payments to NCRR under the terms of the LEA consisting
of payments as consideration for a release of certain claims for return
of personalty (the "Release Payment"), and payments of rental under the
LEA (the "Rental Payments"), and NSR has made additional payments to
NCRR pursuant to an order of the U.S. Surface Transportation Board (the
"Interim Payments");
WHEREAS, NCRR and NSR desire by these terms to provide for NSR's
continued use of the property of NCRR which was the subject of the Old
Leases for the operation of freight rail services thereon;
116110
|
NS Railway
As referenced in this Agreement:
NORFOLK SOUTHERN
RAILWAY – Master Agreement") dated the
27th day of July, 1999, by and between NORTH CAROLINA RAILROAD COMPANY
(hereinafter "NCRR"), a North Carolina corporation, and NORFOLK SOUTHERN
RAILWAY COMPANY (hereinafter "NSR"), a Virginia corporation:
WHEREAS, NCRR and Southern Railway Company (hereinafter "Southern")
entered into a lease dated August 16, 1895 ("the
_____________
Norfolk Southern Railway – of liability and indemnity protection,
and that the liability, indemnity and insurance provisions of the
1998 Amended and Restated Operating Access Agreement Between
Norfolk Southern Railway Company and Northern Virginia Transportation
Commission & Potomac and Rappahannock Transportation Commission
(VRE Agreement) is one example of the types and levels of liability,
_____________
NORFOLK SOUTHERN RAILWAY – 44
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
WITNESS NORFOLK SOUTHERN RAILWAY COMPANY
/s/ Henry D. Light By: /s/ R. A. Brogan
----------------------------------
Title:
----------------------------------
WITNESS NORTH CAROLINA RAILROAD COMPANY
/s/ Najla J. Silek By: /s/ Sam
_____________
dt 94627
;
|
Norfolk Southern
As referenced in this Agreement:
NORFOLK SOUTHERN
– Master Agreement") dated the
27th day of July, 1999, by and between NORTH CAROLINA RAILROAD COMPANY
(hereinafter "NCRR"), a North Carolina corporation, and NORFOLK SOUTHERN
RAILWAY COMPANY (hereinafter "NSR"), a Virginia corporation:
WHEREAS, NCRR and Southern Railway Company (hereinafter "Southern")
entered into a lease dated August 16,
_____________
Norfolk Southern – of liability and indemnity protection,
and that the liability, indemnity and insurance provisions of the
1998 Amended and Restated Operating Access Agreement Between
Norfolk Southern Railway Company and Northern Virginia Transportation
Commission & Potomac and Rappahannock Transportation Commission
(VRE Agreement) is one example of the types and levels of
_____________
Norfolk Southern – be effective if sent by registered or
certified mail (United States Mail) and addressed as follows:
If to NSR:
Senior Vice President-Operations
Norfolk Southern Corporation
Three Commercial Place
Norfolk, Virginia 23510
If to NCRR:
President
North Carolina Railroad Company
3200 Atlantic Avenue, Suite 110
Raleigh, North Carolina
_____________
NORFOLK SOUTHERN – 44
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
WITNESS NORFOLK SOUTHERN RAILWAY COMPANY
/s/ Henry D. Light By: /s/ R. A. Brogan
----------------------------------
Title:
----------------------------------
WITNESS NORTH CAROLINA RAILROAD COMPANY
/s/ Najla J. Silek By: /s/
_____________
dt 92547
|
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Subscribers | 2001 |
Bylaws
Bylaws (15K)
Doc #116002: Click preview link for longer preview.
BYLAWS
NORFOLK SOUTHERN RAILWAY COMPANY
ADOPTED JUNE 18, 1894
AMENDED DECEMBER 31, 1990
AMENDED MARCH 3, 1993
AMENDED MARCH 21, 2000
BYLAWS
OF
NORFOLK SOUTHERN RAILWAY COMPANY
ARTICLE I
STOCKHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
Stockholders shall be held at the principal office of the Company
in the City of Richmond, Virginia, unless some other place is fixed
by the Board of Directors and stated in the notice, on the fourth
Tuesday in May of each year or on any such other date as may be fixed
by the Board of Directors and stated in the notice, at the hour stated
in the notice of the meeting.
SECTION 2. Special Meeting. A special meeting of the Stockholders
shall be held at the principal office of the Company in the City of
Richmond unless some other place is stated in the notice, on a day
and at the hour stated in the notice of the meeting.
SECTION 3. Adjournment. If the holders of the amount of capital
stock necessary to constitute a quorum shall fail to attend in
person or by proxy the annual or a special meeting of the
Stockholders at the time and place of such meeting, as hereinbefore
provided, a majority in interest of the Stockholders present in person
or by proxy may from time to time adjourn the meeting without
notice other than by announcement at the meeting, until holders of
the amount of stock requisite to constitute a quorum shall attend.
At any such adjourned meeting at which a quorum shall be present
any business may be transacted that might have been transacted at
the original meeting had a quorum been present.
SECTION 4. Organization. The Chief Executive Officer, or in his
absence any Executive Officer, shall call meetings of the
Stockholders to order and shall act as presiding officer thereof.
In the absence of all of such officers, any Stockholder, or the duly
appointed proxy of any Stockholder, may call the meeting to order
and a presiding officer shall be elected.
The Secretary of the Company, or in his absence an Assistant
Secretary, shall act as secretary at all meetings of the Stockholders;
but in the absence of the Secretary and all of the Assistant
Secretaries at any meeting of the Stockholders the presiding officer
may appoint any person to act as secretary of the meeting.
116002
|
NS Railway
As referenced in this Bylaws:
NORFOLK SOUTHERN RAILWAY –
{DOCUMENT}
{TYPE}EX-3
{SEQUENCE}3
EXHIBIT 3(ii)
BYLAWS
NORFOLK SOUTHERN RAILWAY COMPANY
ADOPTED JUNE 18, 1894
AMENDED DECEMBER 31, 1990
AMENDED MARCH 3, 1993
AMENDED MARCH 21, 2000
BYLAWS
OF
NORFOLK SOUTHERN RAILWAY COMPANY
_____________
NORFOLK SOUTHERN RAILWAY – BYLAWS
NORFOLK SOUTHERN RAILWAY COMPANY
ADOPTED JUNE 18, 1894
AMENDED DECEMBER 31, 1990
AMENDED MARCH 3, 1993
AMENDED MARCH 21, 2000
BYLAWS
OF
NORFOLK SOUTHERN RAILWAY COMPANY
ARTICLE I
STOCKHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
Stockholders shall be held at the principal office of the
_____________
dt 94625
;
| |
| Subscribers | 2001 |
Bylaws
Bylaws (15K)
Doc #357924: This document is immediately available for purchase, but does not have a preview available for viewing.
357924
| | |
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Subscribers | 2002 |
Debt Securities Underwriting Agreement
Debt Securities Underwriting Agreement (88K)
Doc #251400: Click preview link for longer preview.
NORFOLK SOUTHERN CORPORATION
Debt Securities
Underwriting Agreement
April 25, 2002
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center
New York, New York 10080
Ladies and Gentlemen:
From time to time Norfolk Southern Corporation, a Virginia
corporation (the "Corporation"), proposes to enter into a Pricing Agreement
(the "Pricing Agreement") substantially in the form of Annex I hereto, with
such additions and deletions as the parties thereto may determine, and,
subject to the terms and conditions stated herein and therein, to issue and
sell to the firms named in Schedule I to the applicable Pricing Agreement
(such firms constituting the "Underwriters" with respect to such Pricing
Agreement and the securities specified therein) certain of its debt securities
(the "Securities") specified in such Pricing Agreement (with respect to such
Pricing Agreement, the "Designated Securities"). The Designated Securities to
be purchased by the Underwriters are herein sometimes referred to as
"Underwriters' Securities".
The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement relating thereto and in or
pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.
1. Operation of Agreement. Particular sales of Designated Securities
may be made from time to time to the Underwriters of such Securities, for whom
the firms designated as representatives of the Underwriters of such Securities
in the Pricing Agreement relating thereto will act as representatives (the
"Representatives"). The term "Representatives" also refers to a single firm
acting as sole representative of the Underwriters and to an Underwriter or
Underwriters who act without any firm being designated as its or their
representatives. This Underwriting Agreement shall not be construed as an
obligation of the Corporation to sell any of the Securities or as an
obligation of any of the Underwriters to purchase the Securities. The
obligation of the Corporation to issue and sell any of the Securities and the
obligation of any of the Underwriters to purchase any of the Securities shall
be evidenced by the Pricing Agreement with respect to the Designated
Securities specified therein. Each Pricing Agreement shall specify the
aggregate principal amount of such Designated Securities, the purchase price
to the Underwriters of such Designated Securities, the names of the
Underwriters of such Designated Securities, the names of the Representatives
of such Underwriters and the principal amount of such Designated Securities to
be purchased by each Underwriter and shall set forth the date, time and manner
of delivery of such Designated Securities and payment therefor. The Pricing
Agreement shall also specify (to the extent not set forth in the Indenture and
the registration statement and applicable prospectus) the terms of such
Designated Securities. The obligations of the Underwriters under this
Agreement and each Pricing Agreement shall be several and not joint.
2. Representations and Warranties of Corporation. The Corporation
represents and warrants to, and agrees with, each of the Underwriters that:
(a) A registration statement on Form S-3 (File No.
333-57872) in respect of the Securities has been filed with the
Securities and Exchange Commission (the "Commission"); such
registration statement and any post-effective amendment thereto, each
in the form heretofore delivered or to be delivered to the
Representatives and, excluding exhibits to such registration
statements, but including all documents incorporated by reference in
the prospectus contained in the latest registration statement, to the
Representatives for each of the other Underwriters, have been
declared effective by the Commission in such form; no other document
with respect to such registration statements or document
incorporated by reference therein has heretofore been filed or
transmitted for filing with the Commission (other than prospectuses
filed pursuant to Rule 424(b) of the rules and regulations of the
Commission under the Securities Act of 1933, as amended (the "1933
Act"), each in the form heretofore delivered to the Representatives
and no stop order suspending the effectiveness of any such
registration statements has been issued and no proceeding for that
purpose has been initiated or threatened by the Commission (any
preliminary prospectus included in the latest registration statement
or filed with the Commission pursuant to Rule 424(a) under the 1933
Act, is hereinafter called a "Preliminary Prospectus"); the various
parts of the latest registration statement, including all exhibits
thereto and the documents incorporated by reference in the prospectus
contained in such registration statement at the time such part of
such registration statement became effective, but excluding the Forms
T-1 filed as an exhibit to the latest registration statement, each as
amended at the time such part of such registration statement became
effective, are hereinafter collectively called the "Registration
Statement"; the prospectus relating to the Securities, in the form in
which it has most recently been filed, or transmitted for filing,
with the Commission on or prior to the date of this Agreement, being
hereinafter called the "Prospectus;" any reference herein to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to
and include the documents incorporated by reference therein pursuant
to the applicable form under the 1933 Act, as of the date of such
Preliminary Prospectus or Prospectus, as the case may be; any
reference to any amendment or supplement to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include
any documents filed after the date of such Preliminary Prospectus or
Prospectus, as the case may be, under the Securities Exchange Act of
1934, as amended (the "1934 Act"), and incorporated by reference in
such Preliminary Prospectus or Prospectus, as the case may be; any
reference to any amendment to the Registration Statement shall be
deemed to refer to and include any annual report of the Corporation
filed pursuant to Sections 13(a) or 15(d) of the 1934 Act after the
effective date of the Registration Statement that is incorporated by
reference in the Registration Statement; and any reference to the
Prospectus as amended or supplemented shall be deemed to refer to
the Prospectus as amended or supplemented in relation to the
applicable Designated Securities in the form in which it is filed
with the Commission pursuant to Rule 424(b) under the 1933 Act in
accordance with Section 4(a) hereof, including any documents
incorporated by reference therein as of the date of such filing);
(b) The documents incorporated by reference in the
Prospectus, when they became effective or were filed with the
Commission, as the case may be, conformed in all material respects to
the requirements of the 1933 Act or the 1934 Act, as applicable, and
the rules and regulations of the Commission thereunder, and none of
such documents contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and any
further documents so filed and incorporated by reference in the
Prospectus or any further amendment or supplement thereto, when such
documents become effective or are filed with the Commission, as the
case may be, will conform in all material respects to the
requirements of the 1933 Act or the 1934 Act, as applicable, and the
rules and regulations of the Commission thereunder and will not
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information
furnished in writing to the Corporation by an Underwriter of
Designated Securities through the Representatives expressly for use
in the Prospectus as amended or supplemented relating to such
Securities;
251400
|
 Merrill Lynch
As referenced in this Debt Securities Underwriting Agreement:
MERRILL LYNCH & CO – 1.1(A)
{SEQUENCE}3
{FILENAME}s625139.txt
{TEXT}
Exhibit 1.1(a)
NORFOLK SOUTHERN CORPORATION
Debt Securities
Underwriting Agreement
April 25, 2002
MERRILL LYNCH & CO .
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center
New York, New York 10080
Ladies and Gentlemen:
From time to time
_____________
MERRILL LYNCH & CO – Very truly yours,
NORFOLK SOUTHERN CORPORATION
By: /s/William J. Romig
-----------------------------------
Name: William J. Romig
Title: Vice President & Treasurer
ANNEX I
Pricing Agreement
MERRILL LYNCH & CO .
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center
New York, NY 10080
April 25, 2002
Ladies and Gentlemen:
Norfolk Southern
_____________
MERRILL LYNCH & CO – the Corporation.
Very truly yours,
NORFOLK SOUTHERN CORPORATION
By:
--------------------------------------
Name: William J. Romig
Title: Vice President & Treasurer
Accepted as of the date hereof:
MERRILL LYNCH & CO .
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:
-----------------------------------------------
Name:
Title:
SCHEDULE I
Principal Amount
of Floating Rate Notes
due 2005
Underwriter to be
_____________
dt 149469
;
|
MLBFS
As referenced in this Debt Securities Underwriting Agreement:
Merrill Lynch, Pierce, Fenner & Smith – SEQUENCE}3
{FILENAME}s625139.txt
{TEXT}
Exhibit 1.1(a)
NORFOLK SOUTHERN CORPORATION
Debt Securities
Underwriting Agreement
April 25, 2002
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center
New York, New York 10080
Ladies and Gentlemen:
From time to time Norfolk Southern Corporation, a Virginia
_____________
Merrill Lynch, Pierce, Fenner and Smith – consent of the Corporation; and
iii) against any and all expenses whatsoever, as
incurred (including the fees and disbursements of counsel
chosen by Merrill Lynch, Pierce, Fenner and Smith
Incorporated (the "Lead Underwriter"), reasonably incurred
in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any
governmental
_____________
Merrill Lynch, Pierce, Fenner & Smith – NORFOLK SOUTHERN CORPORATION
By: /s/William J. Romig
-----------------------------------
Name: William J. Romig
Title: Vice President & Treasurer
ANNEX I
Pricing Agreement
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center
New York, NY 10080
April 25, 2002
Ladies and Gentlemen:
Norfolk Southern Corporation, a Virginia corporation (the
"
_____________
Merrill Lynch, Pierce, Fenner & Smith – the terms and conditions stated herein
and in the Underwriting Agreement, dated June 29, 2001 (the "Underwriting
Agreement"), to issue and sell to Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "Underwriter") the Securities as specified in Schedule I
hereto (the "Designated Securities"). Each of the provisions of the
Underwriting Agreement
_____________
MERRILL LYNCH, PIERCE, FENNER & SMITH – truly yours,
NORFOLK SOUTHERN CORPORATION
By:
--------------------------------------
Name: William J. Romig
Title: Vice President & Treasurer
Accepted as of the date hereof:
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:
-----------------------------------------------
Name:
Title:
SCHEDULE I
Principal Amount
of Floating Rate Notes
due 2005
Underwriter to be Purchased
Merrill Lynch, Pierce, Fenner &
_____________
dt 95180
;
 Skadden
As referenced in this Debt Securities Underwriting Agreement:
Skadden, Arps – be Purchased
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..................... $100,000,000
SCHEDULE II
Closing: April 30, 2002 at 9:00 a.m. at Skadden, Arps , Slate,
Meagher & Flom LLP, 4 Times Square, New York, New
York
Price of Securities: 99.650% with respect to the Corporation's
_____________
dt 96309
|
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Subscribers | 2002 |
Limited Liability Company Operating Agreement [Delaware]
Limited Liability Company Operating Agreement [Delaware] (102K)
Doc #111911: Click preview link for longer preview.
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
MABCO STEAM COMPANY, LLC.
THIS is the LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the "Agreement") dated as of October 31, 2001 by and among the Members. Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context have the meanings set forth or cross-referenced in Appendix A of this Agreement.
In consideration of their mutual covenants and subject to the terms and conditions of this Agreement, the Company and the Members do hereby agree:
- ORGANIZATIONAL MATTERS
- Formation of the . . .
111911
|
NS Railway
As referenced in this Limited Liability Company Operating Agreement [Delaware]:
NORFOLK SOUTHERN RAILWAY – of the date first above written.
THE CLEVELAND-CLIFFS IRON COMPANY
By: /s/ Donald J. Gallagher
Name: Donald J. Gallagher
Title: Vice President
NORFOLK SOUTHERN RAILWAY COMPANY
By: /s/ John H. Friedman
Name: John H. Friedman
Title: Assistant to Chairman
ALLEGHENY ENERGY SOLUTIONS, INC.
By: /s/ Ronald Cardwell
Name:
_____________
Norfolk Southern Railway – A Interest
52.021%
Initial Share of Class B Interest
52.021%
Allegheny Energy Solutions, Inc.
$3,000,000
15.006%
15.006%
Norfolk Southern Railway Company
$2,400,000
12.005%
12.005%
BOC Gases Division of the
BOC Group, Inc.
$1,200,000
6.002%
6.002%
_____________
dt 94624
;
BOC Group
As referenced in this Limited Liability Company Operating Agreement [Delaware]:
BOC GROUP, – Cardwell
Name: Ronald Cardwell
Title: Vice President, Allegheny Energy Solutions
BOC GASES DIVISION OF THE BOC GROUP, INC.
By: /s/ Stanley P. Borowiec
Name: Stanley P. Borowiec
Title: V.P. Marketing &
BOC Group, – Southern Railway Company
$2,400,000
12.005%
12.005%
BOC Gases Division of the
BOC Group, Inc.
$1,200,000
6.002%
6.002%
International Mill Service, Inc.
$1,000,
dt 29675
;
Cleveland-Cliffs
As referenced in this Limited Liability Company Operating Agreement [Delaware]:
Cleveland-Cliffs – records described in Section 5.3(b) and (c) are kept is c/o The Cleveland-Cliffs Iron Company, 1100 Superior Avenue, Cleveland, Ohio 44114-2585, or at such other location as
Cleveland-Cliffs – single Manager elected from time to time by Majority Vote. The initial Manager is The Cleveland-Cliffs Iron Company.
The Manager is to serve until the earlier of his, her or its
CLEVELAND-CLIFFS – duly authorized representatives to execute this Agreement as of the date first above written.
THE CLEVELAND-CLIFFS IRON COMPANY
By: /s/ Donald J. Gallagher
Name: Donald J. Gallagher
Title: Vice President
NORFOLK
Cleveland-Cliffs – membership interests.
"Super-Majority Vote": see Section 5.2(c).
"Tax Matters Partners" means The Cleveland-Cliffs Iron Company or another Member appointed to that office by the Manager and confirmed by
Cleveland-Cliffs – require compliance with Section 7.3.
EXHIBIT I
LIST OF MEMBERS
MEMBERS; CONTRIBUTIONS
Member
The Cleveland-Cliffs Iron Company
Initial Capital Contribution
(Agreed Value)
$10,400,000
Initial Share of
Class A
dt 26763
;
|
Weirton Steel
As referenced in this Limited Liability Company Operating Agreement [Delaware]:
Weirton Steel – involuntary, by operation of law or otherwise.
"Transfer Provisions": see Section 7.2.
"Weirton" means Weirton Steel Corporation, a Delaware corporation.
"Weirton SPS" means F.W. Holdings, Inc.
APPENDIX B Tax Matters
dt 26530
;
Mabco Steam Company, LLC
|
| Preview
Subscribers | 2004 |
Distribution Agreement
Distribution Agreement (95K)
Doc #357871: Click preview link for longer preview.
DISTRIBUTION AGREEMENT
by and among
CSX CORPORATION,
CSX TRANSPORTATION, INC.,
CSX RAIL HOLDING CORPORATION,
CSX NORTHEAST HOLDING CORPORATION,
NEW YORK CENTRAL LINES LLC,
NORFOLK SOUTHERN CORPORATION,
NORFOLK SOUTHERN RAILWAY COMPANY,
PENNSYLVANIA LINES LLC,
CONRAIL INC.,
GREEN ACQUISITION CORP.,
CONSOLIDATED RAIL CORPORATION,
CRR HOLDINGS LLC,
NYC NEWCO, INC.
and
PRR NEWCO, INC.
Dated as of July 26, 2004
{PAGE}
{TABLE}
{CAPTION}
TABLE OF CONTENTS
-----------------
Page
----
{S} {C}
ARTICLE I
DEFINITIONS
Section 1.1. General............................................................... 2
ARTICLE II
DISTRIBUTION AND RELATED TRANSACTIONS
Section 2.1 Transfer of Securities................................................ 7
Section 2.2 Method of Transfer.................................................... 8
Section 2.3 The Mergers........................................................... 8
Section 2.4 True Up............................................................... 9
Section 2.5 Equipment Obligation Agreements....................................... 9
Section 2.6 Debentures............................................................ 10
Section 2.7 Tax Allocation Agreement.............................................. 11
Section 2.8 Timing................................................................ 11
Section 2.9 New Amendment to the 1997 Transaction Agreement....................... 11
ARTICLE III
ADDITIONAL COVENANTS
Section 3.1 Cooperation Prior to the Closing...................................... 11
Section 3.2 Private Letter Rulings from the IRS................................... 12
Section 3.3 STB Approval.......................................................... 12
Section 3.4 Cooperation Between the Parties Hereto................................ 12
ARTICLE IV
INDEMNIFICATION
Section 4.1 CSX and CSXT Agreement to Indemnify................................... 13
Section 4.2 NSC and NSR Agreement to Indemnify.................................... 13
Section 4.3 CRR Parent, Green Acquisition, CRR and CRC Agreement to Indemnify..... 14
Section 4.4 Procedure for Indemnification......................................... 15
Section 4.5 Contribution.......................................................... 16
Section 4.6 Scope................................................................. 16
Section 4.7 Construction of Agreements............................................ 16
{/TABLE}
-i-
{PAGE}
{TABLE}
{S} {C}
Section 4.8 Remedies.............................................................. 17
ARTICLE V
CLOSING
Section 5.1 Closing............................................................... 17
Section 5.2 Conditions Precedent to the Closing................................... 17
Section 5.3 Further Assurances; Subsequent Transfers.............................. 18
ARTICLE VI
TERMINATION; AMENDMENTS; WAIVERS
Section 6.1 Termination........................................................... 19
ARTICLE VII
REPRESENTATIONS AND WARRANTIES
Section 7.1 Representations and Warranties........................................ 20
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Amendment............................................................. 21
Section 8.2 Extension; Waiver..................................................... 22
Section 8.3 Notices............................................................... 22
Section 8.4 Interpretation........................................................ 23
Section 8.5 Entire Agreement...................................................... 23
Section 8.6 Parties in Interest................................................... 23
Section 8.7 Governing Law......................................................... 23
Section 8.8 Counterparts.......................................................... 23
Section 8.9 Assignment............................................................ 24
Section 8.10 Severability.......................................................... 24
Section 8.11 Survival.............................................................. 24
Section 8.12 Confidentiality....................................................... 24
Section 8.13 Fees and Expenses..................................................... 25
Section 8.14 Jurisdiction and Forum................................................ 25
{/TABLE}
EXHIBITS
Exhibit A Equipment Obligation Agreements
-ii-
{PAGE}
Exhibit B Equipment Obligation Agreements Amendments
Exhibit C Related Agreements
Exhibit D Form of Tax Allocation Agreement
Exhibit E New Amendment to the 1997 Transaction Agreement
-iii-
{PAGE}
DISTRIBUTION AGREEMENT
DISTRIBUTION AGREEMENT (this "Agreement"), dated as of July 26, 2004
by and among CSX CORPORATION, a Virginia corporation ("CSX"), CSX
TRANSPORTATION, INC., a Virginia corporation and wholly-owned subsidiary of CSX,
for itself and on behalf of its controlled Subsidiaries (collectively, "CSXT"),
CSX RAIL HOLDING CORPORATION, a Delaware corporation and wholly-owned subsidiary
of CSX ("CSX Rail"), CSX NORTHEAST HOLDING CORPORATION, a Delaware corporation
and wholly-owned subsidiary of CSX ("CSX Northeast"), NORFOLK SOUTHERN
CORPORATION, a Virginia corporation ("NSC"), NORFOLK SOUTHERN RAILWAY COMPANY, a
Virginia corporation and a subsidiary of NSC, for itself and on behalf of its
controlled Subsidiaries (collectively, "NSR"), CRR HOLDINGS LLC, a Delaware
limited liability company ("CRR Parent"), GREEN ACQUISITION CORP., a
Pennsylvania corporation and a wholly-owned Subsidiary of CRR Parent ("Green
Acquisition"), CONRAIL INC., a Pennsylvania corporation and wholly-owned
subsidiary of Green Acquisition, for itself and on behalf of its controlled
Subsidiaries (collectively, "CRR"), CONSOLIDATED RAIL CORPORATION, a
Pennsylvania corporation and wholly-owned subsidiary of CRR ("CRC"), NEW YORK
CENTRAL LINES LLC, a Delaware limited liability company and a wholly-owned
Subsidiary of CRC ("NYC"), PENNSYLVANIA LINES LLC, a Delaware limited liability
company and wholly-owned subsidiary of CRC ("PRR"), NYC Newco, Inc., a Virginia
corporation and wholly-owned subsidiary of CSXT ("NYC Newco"), and PRR Newco,
Inc., a Virginia corporation and wholly-owned subsidiary of NSR ("PRR Newco").
WHEREAS, the Board of Directors of CRR Parent has determined to
transfer or cause to be transferred to CSX Rail and CSX Northeast all of CRR
Parent's NYC Shares (as defined herein) and CSX Rail and CSX Northeast are
willing to accept such transfer of all of CRR Parent's NYC Shares;
WHEREAS, the Board of Directors of CRR Parent has determined to
transfer or cause to be transferred to NSC all of CRR Parent's PRR Shares (as
defined herein) and NSC is willing to accept such transfer of all of CRR
Parent's PRR Shares;
WHEREAS, the parties hereto have obtained private letter rulings
from the Internal Revenue Service (the "Service") substantially to the effect
that, among other matters, the transfers of all of the NYC Shares and the PRR
Shares to CSX Rail and CSX Northeast and NSC, respectively, as contemplated by
this Agreement (such transfers, the "Distribution"), qualify as tax-free
transactions under the Code (as defined herein);
WHEREAS, in order to undertake the transactions contemplated by this
Agreement, the parties hereto have obtained the approval of the STB (as defined
herein);
WHEREAS, in order to undertake the transactions contemplated by this
Agreement, the Board of Directors of CRC has further determined that it is
appropriate and desirable, on the terms and subject to the conditions
contemplated hereby, for CRC to seek the Secured Holders Required Consent (as
defined herein), the Lease Consents (as defined herein) and the Debenture
Holders Required Consent (as defined herein) to the transactions contemplated by
this Agreement and to make the Exchange Offer (as defined herein);
{PAGE}
WHEREAS, in connection with the transactions contemplated hereby,
the respective parties hereto shall enter into the Tax Allocation Agreement (as
defined herein) and the New Amendment to the 1997 Transaction Agreement (as
defined herein); and
WHEREAS, the parties hereto have determined that it is desirable to
set forth the principal transactions required to effectuate the Distribution and
to set forth other matters relating to the relationship and the respective
rights and obligations of the parties hereto prior to or following such
transactions.
NOW, THEREFORE, in consideration of the foregoing and the covenants
and agreements set forth herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 General. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):
"Action" means any action, claim, suit, arbitration, inquiry,
subpoena, discovery request, proceeding or investigation by or before any
Governmental Entity or forum or authority having jurisdiction over the matter
involving or related to the transactions contemplated by the Agreement.
"Affiliate" means, with respect to a specified Person, any Person
that directly or indirectly controls, is controlled by or is under common
control with, the specified Person or any trust for the benefit of such Person
or any entities controlled by such Person; provided that, for the purposes of
Article IV hereof (a) NYC shall be an affiliate of CSX and its Subsidiaries and
not an affiliate of CRR, CRR Parent or NSC and their respective Subsidiaries,
(b) PRR shall be an affiliate of NSC and its Subsidiaries and not an affiliate
of CRR, CRR Parent or CSX and their respective Subsidiaries, and (c) neither
CSX, NSC nor their respective Subsidiaries shall be affiliates of CRR, CRR
Parent or their respective Subsidiaries and vice versa.
"Business Day" means any day other than a Saturday, Sunday or other
day on which commercial banks in New York, New York are authorized or required
by law to close.
"Closing" shall have the meaning ascribed thereto in Section 5.1.
"Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor United States federal tax statute. References to a
specific section of the Code shall include a reference to the corresponding
provisions of any such successor United States federal tax statute.
"CSXT Merger" shall have the meaning ascribed thereto in Section
2.3(a).
-2-
{PAGE}
"Damages" means all assessments, losses, claims, damages,
Liabilities, judgments, costs and expenses, including interest, penalties,
attorneys' and consultants' fees and any legal or other expenses incurred in
connection with investigating or defending any matter.
"Debenture Cash Payments" means the cash payments to be made to the
holders of the Debentures tendered and accepted in the Exchange Offer.
"Debenture Consent Solicitation" shall have the meaning ascribed
thereto in Section 2.6.
"Debenture Holders Required Consent" means the consent of the
holders of a majority of the aggregate principal amount of the Debentures voting
together as a single class pursuant to the terms set forth in the Debenture
Consent Solicitation.
"Debentures" means the $550,000,000 principal amount of 9-3/4%
debentures of CRC due June 15, 2020 and the $250,000,000 principal amount of
7-7/8% debentures of CRC due May 15, 2043 outstanding under the Indenture.
"Distribution" shall have the meaning ascribed hereto in the
recitals to this Agreement.
"Distribution Date" shall have the meaning ascribed thereto in
Section 5.1.
"Equipment Obligation Agreements" means the pass-through trust
agreements, equipment trust agreements, lease agreements, trust indenture and
security agreements and participation agreements and other related agreements
pursuant to which the equipment trust certificates and pass-through certificates
of CRC have been issued, and pursuant to which CRC has acquired rights in
equipment and undertaken obligations in respect thereof, all as identified on
Exhibit A hereto.
"Equipment Obligation Agreements Amendments" shall have the meaning
ascribed thereto in Section 2.5(a).
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Exchange Offer" shall have the meaning ascribed thereto in Section
2.6.
"Exchange Offer Expiration Date" means the expiration date of the
Exchange Offer as such date may be extended pursuant to the terms of the
Exchange Offer as described in the Registration Statement.
"FMVs" means the fair market values of each of PRR and NYC.
"Governmental Entity" means any federal, state, local or foreign
court, administrative agency or commission or other governmental or regulatory
authority or commission or any arbitration tribunal, including, without
limitation, the Service and the STB.
-3-
{PAGE}
"Indemnifiable Losses" means, with respect to any claim by an
Indemnified Party for indemnification pursuant to Article IV hereof, any and all
Damages, obligations, payments, costs and expenses (including, without
limitation, the costs and expenses of any and all Actions, demands, assessments,
judgments, settlements and compromises relating thereto and reasonable
attorneys' fees and expenses in connection therewith) suffered by such
Indemnified Party with respect to such claim.
"Indemnified Party" means a Person who is entitled to
indemnification under Article IV.
"Indemnifying Party" means a Person who is required to indemnify
another Person under Article IV.
"Indenture" means the indenture, dated as of May 1, 1990, between
CRC and the Trustee, pursuant to which the Debentures were issued, as such
Indenture has been amended, modified or supplemented from time to time in
accordance with its terms.
"JP Morgan Chase" means J.P. Morgan Chase & Co.
"Lease Consent Payments" shall have the meaning ascribed thereto in
Section 2.5.
"Lease Consents" shall have the meaning ascribed thereto in Section
2.5(a).
"Liabilities" means any and all debts, liabilities and obligations
of any kind whatsoever, whether or not accrued, contingent or reflected on a
balance sheet, known or unknown, absolute, determined, determinable or
otherwise, including, without limitation, those arising under any law, rule,
regulation, action, order or consent decree of any Governmental Entity or any
judgment in any Action of any kind or award of any arbitrator of any kind and
those arising under any contract.
"Mergers" shall have the meaning ascribed thereto in Section 2.3(a).
357871
|
BNY
As referenced in this Distribution Agreement:
Bank of
New York, – Newco Indenture" means the indenture, to be dated as of the
Distribution Date, by and among NYC Newco, CSXT (as guarantor), and The Bank of
New York, as trustee, pursuant to which the NYC Newco Debentures are expected to
be issued.
"NYC Shares" shall have the meaning ascribed thereto
_____________
Bank of New York, – and a first
supplemental indenture, to be dated as of the Distribution Date, by and among
PRR Newco, NSR (as guarantor) and The Bank of New York, as trustee, pursuant to
which the PRR Newco Debentures are expected to be issued.
"PRR Shares" shall have the meaning ascribed thereto
_____________
dt 708351
;
First National
As referenced in this Distribution Agreement:
First National Bank of Chicago – ascribed thereto in
Section 4.4(b).
"Transfer" means to assign, convey, transfer and deliver.
"True Up" shall have the meaning ascribed thereto in Section 2.4.
"Trustee" means The First National Bank of Chicago or any successor
thereto, as trustee pursuant to the Indenture.
ARTICLE II
DISTRIBUTION AND RELATED TRANSACTIONS
Section 2.1 Transfer of Securities. Until the Closing, NYC Newco and
PRR Newco
_____________
dt 739022
;
|
J.P. Morgan
As referenced in this Distribution Agreement:
J.P. Morgan Chase & Co. – Trustee, pursuant to which the Debentures were issued, as such
Indenture has been amended, modified or supplemented from time to time in
accordance with its terms.
"JP Morgan Chase" means J.P. Morgan Chase & Co.
"Lease Consent Payments" shall have the meaning ascribed thereto in
Section 2.5.
"Lease Consents" shall have the meaning ascribed thereto in Section
2.5(a).
"Liabilities" means any
_____________
dt 1320267
;
Skadden
As referenced in this Distribution Agreement:
Skadden, Arps – Newco, PRR or CRR Parent, to:
Norfolk Southern Corporation
Three Commercial Place
Norfolk, Virginia 23510
Attention: General Counsel - Corporate
Telecopy number: 757-629-2816
-22-
{PAGE}
with a copy to:
Skadden, Arps , Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Attention: Eric J. Friedman, Esq.
Telecopy number: 212-735-2000
(c) If to CRR or CRC,
_____________
dt 753351
;
Wachtell Lipton
As referenced in this Distribution Agreement:
Wachtell, Lipton – 202-783-5929
CSX Transportation, Inc.
15th Floor, Speed Code C900
500 Water Street
Jacksonville, Florida 32202
Attention: Ellen M. Fitzsimmons
Telecopy number: 904-359-3597
with a copy to:
Wachtell, Lipton , Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Steven A. Cohen, Esq.
Telecopy number: 212-403-2000
(b) if to NSC, NSR, PRR Newco, PRR
_____________
dt 746480
|
| Preview
Subscribers | 2004 |
Distribution Agreement
Distribution Agreement (92K)
Doc #357897: Click preview link for longer preview.
DISTRIBUTION AGREEMENT
by and among
CSX CORPORATION,
CSX TRANSPORTATION, INC.,
CSX RAIL HOLDING CORPORATION,
CSX NORTHEAST HOLDING CORPORATION,
NEW YORK CENTRAL LINES LLC,
NORFOLK SOUTHERN CORPORATION,
NORFOLK SOUTHERN RAILWAY COMPANY,
PENNSYLVANIA LINES LLC,
CONRAIL INC.,
GREEN ACQUISITION CORP.,
CONSOLIDATED RAIL CORPORATION,
CRR HOLDINGS LLC,
NYC NEWCO, INC.
and
PRR NEWCO, INC.
Dated as of [___________], 2004
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE I
DEFINITIONS
Section 1.1. General.........................................................2
ARTICLE II
DISTRIBUTION AND RELATED TRANSACTIONS
Section 2.1 Transfer of Securities..........................................7
Section 2.2 Method of Transfer..............................................8
Section 2.3 The Mergers.....................................................8
Section 2.4 True Up.........................................................9
Section 2.5 Equipment Obligation Agreements.................................9
Section 2.6 Debentures.....................................................10
Section 2.7 Tax Allocation Agreement.......................................11
Section 2.8 Timing.........................................................11
Section 2.9 New Amendment to the 1997 Transaction Agreement................11
ARTICLE III
ADDITIONAL COVENANTS
Section 3.1 Cooperation Prior to the Closing...............................11
Section 3.2 Private Letter Rulings from the IRS............................12
Section 3.3 STB Approval...................................................12
Section 3.4 Cooperation Between the Parties Hereto.........................12
ARTICLE IV
INDEMNIFICATION
Section 4.1 CSX and CSXT Agreement to Indemnify............................13
Section 4.2 NSC and NSR Agreement to Indemnify.............................13
Section 4.3 CRR Parent, Green Acquisition, CRR and CRC Agreement to
Indemnify......................................................14
Section 4.4 Procedure for Indemnification..................................15
Section 4.5 Contribution...................................................16
Section 4.6 Scope..........................................................16
Section 4.7 Construction of Agreements.....................................16
{/TABLE}
-i-
{PAGE}
{TABLE}
{S} {C} {C}
Section 4.8 Remedies.......................................................17
ARTICLE V
CLOSING
Section 5.1 Closing........................................................17
Section 5.2 Conditions Precedent to the Closing............................17
Section 5.3 Further Assurances; Subsequent Transfers.......................18
ARTICLE VI
TERMINATION; AMENDMENTS; WAIVERS
Section 6.1 Termination....................................................19
ARTICLE VII
REPRESENTATIONS AND WARRANTIES
Section 7.1 Representations and Warranties.................................20
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Amendment......................................................21
Section 8.2 Extension; Waiver..............................................22
Section 8.3 Notices........................................................22
Section 8.4 Interpretation.................................................23
Section 8.5 Entire Agreement...............................................23
Section 8.6 Parties in Interest............................................23
Section 8.7 Governing Law..................................................23
Section 8.8 Counterparts...................................................23
Section 8.9 Assignment.....................................................24
Section 8.10 Severability...................................................24
Section 8.11 Survival.......................................................24
Section 8.12 Confidentiality................................................24
Section 8.13 Fees and Expenses..............................................25
Section 8.14 Jurisdiction and Forum.........................................25
{/TABLE}
EXHIBITS
Exhibit A Equipment Obligation Agreements
-ii-
{PAGE}
Exhibit B Equipment Obligation Agreements Amendments
Exhibit C Related Agreements
Exhibit D Form of Tax Allocation Agreement
Exhibit E New Amendment to the 1997 Transaction Agreement
-iii-
{PAGE}
DISTRIBUTION AGREEMENT
DISTRIBUTION AGREEMENT (this "Agreement"), dated as of [_______], 2004 by
and among CSX CORPORATION, a Virginia corporation ("CSX"), CSX TRANSPORTATION,
INC., a Virginia corporation and wholly-owned subsidiary of CSX, for itself and
on behalf of its controlled Subsidiaries (collectively, "CSXT"), CSX RAIL
HOLDING CORPORATION, a Delaware corporation and wholly-owned subsidiary of CSX
("CSX Rail"), CSX NORTHEAST HOLDING CORPORATION, a Delaware corporation and
wholly-owned subsidiary of CSX ("CSX Northeast"), NORFOLK SOUTHERN CORPORATION,
a Virginia corporation ("NSC"), NORFOLK SOUTHERN RAILWAY COMPANY, a Virginia
corporation and a subsidiary of NSC, for itself and on behalf of its controlled
Subsidiaries (collectively, "NSR"), CRR HOLDINGS LLC, a Delaware limited
liability company ("CRR Parent"), GREEN ACQUISITION CORP., a Pennsylvania
corporation and a wholly-owned Subsidiary of CRR Parent ("Green Acquisition"),
CONRAIL INC., a Pennsylvania corporation and wholly-owned subsidiary of Green
Acquisition, for itself and on behalf of its controlled Subsidiaries
(collectively, "CRR"), CONSOLIDATED RAIL CORPORATION, a Pennsylvania corporation
and wholly-owned subsidiary of CRR ("CRC"), NEW YORK CENTRAL LINES LLC, a
Delaware limited liability company and a wholly-owned Subsidiary of CRC ("NYC"),
PENNSYLVANIA LINES LLC, a Delaware limited liability company and wholly-owned
subsidiary of CRC ("PRR"), NYC Newco, Inc., a Virginia corporation and
wholly-owned subsidiary of CSXT ("NYC Newco"), and PRR Newco, Inc., a Virginia
corporation and wholly-owned subsidiary of NSR ("PRR Newco").
WHEREAS, the Board of Directors of CRR Parent has determined
to transfer or cause to be transferred to CSX Rail and CSX Northeast all of CRR
Parent's NYC Shares (as defined herein) and CSX Rail and CSX Northeast are
willing to accept such transfer of all of CRR Parent's NYC Shares;
WHEREAS, the Board of Directors of CRR Parent has determined to transfer
or cause to be transferred to NSC all of CRR Parent's PRR Shares (as defined
herein) and NSC is willing to accept such transfer of all of CRR Parent's PRR
Shares;
WHEREAS, the parties hereto have obtained private letter rulings from the
Internal Revenue Service (the "Service") substantially to the effect that, among
other matters, the transfers of all of the NYC Shares and the PRR Shares to CSX
Rail and CSX Northeast and NSC, respectively, as contemplated by this Agreement
(such transfers, the "Distribution"), qualify as tax-free transactions under the
Code (as defined herein);
WHEREAS, in order to undertake the transactions contemplated by this
Agreement, the parties hereto have obtained the approval of the STB (as defined
herein);
WHEREAS, in order to undertake the transactions contemplated by this
Agreement, the Board of Directors of CRC has further determined that it is
appropriate and desirable, on the terms and subject to the conditions
contemplated hereby, for CRC to seek the Secured Holders Required Consent (as
defined herein), the Lease Consents (as defined herein) and the Debenture
Holders Required Consent (as defined herein) to the transactions contemplated by
this Agreement and to make the Exchange Offer (as defined herein);
{PAGE}
WHEREAS, in connection with the transactions contemplated hereby, the
respective parties hereto shall enter into the Tax Allocation Agreement (as
defined herein) and the New Amendment to the 1997 Transaction Agreement (as
defined herein); and
WHEREAS, the parties hereto have determined that it is desirable to set
forth the principal transactions required to effectuate the Distribution and to
set forth other matters relating to the relationship and the respective rights
and obligations of the parties hereto prior to or following such transactions.
NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements set forth herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 GENERAL. As used in this Agreement, the following terms shall
have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
"ACTION" means any action, claim, suit, arbitration, inquiry, subpoena,
discovery request, proceeding or investigation by or before any Governmental
Entity or forum or authority having jurisdiction over the matter involving or
related to the transactions contemplated by the Agreement.
"AFFILIATE" means, with respect to a specified Person, any Person that
directly or indirectly controls, is controlled by or is under common control
with, the specified Person or any trust for the benefit of such Person or any
entities controlled by such Person; provided that, for the purposes of Article
IV hereof (a) NYC shall be an affiliate of CSX and its Subsidiaries and not an
affiliate of CRR, CRR Parent or NSC and their respective Subsidiaries, (b) PRR
shall be an affiliate of NSC and its Subsidiaries and not an affiliate of CRR,
CRR Parent or CSX and their respective Subsidiaries, and (c) neither CSX, NSC
nor their respective Subsidiaries shall be affiliates of CRR, CRR Parent or
their respective Subsidiaries and vice versa.
"BUSINESS DAY" means any day other than a Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized or required by law
to close.
"CLOSING" shall have the meaning ascribed thereto in Section 5.1.
"CODE" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor United States federal tax statute. References to a
specific section of the Code shall include a reference to the corresponding
provisions of any such successor United States federal tax statute.
"CSXT MERGER" shall have the meaning ascribed thereto in Section 2.3(a).
-2-
{PAGE}
"DAMAGES" means all assessments, losses, claims, damages, Liabilities,
judgments, costs and expenses, including interest, penalties, attorneys' and
consultants' fees and any legal or other expenses incurred in connection with
investigating or defending any matter.
"DEBENTURE CASH PAYMENTS" means the cash payments to be made to the
holders of the Debentures tendered and accepted in the Exchange Offer.
"DEBENTURE CONSENT SOLICITATION" shall have the meaning ascribed thereto
in Section 2.6.
"DEBENTURE HOLDERS REQUIRED CONSENT" means the consent of the holders of a
majority of the aggregate principal amount of the Debentures voting together as
a single class pursuant to the terms set forth in the Debenture Consent
Solicitation.
"DEBENTURES" means the $550,000,000 principal amount of 9-3/4% debentures
of CRC due June 15, 2020 and the $250,000,000 principal amount of 7-7/8%
debentures of CRC due May 15, 2043 outstanding under the Indenture.
"DISTRIBUTION" shall have the meaning ascribed hereto in the recitals to
this Agreement.
"DISTRIBUTION DATE" shall have the meaning ascribed thereto in Section
5.1.
"EQUIPMENT OBLIGATION AGREEMENTS" means the pass-through trust agreements,
equipment trust agreements, lease agreements, trust indenture and security
agreements and participation agreements and other related agreements pursuant to
which the equipment trust certificates and pass-through certificates of CRC have
been issued, and pursuant to which CRC has acquired rights in equipment and
undertaken obligations in respect thereof, all as identified on Exhibit A
hereto.
"EQUIPMENT OBLIGATION AGREEMENTS AMENDMENTS" shall have the meaning
ascribed thereto in Section 2.5(a).
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"EXCHANGE OFFER" shall have the meaning ascribed thereto in Section 2.6.
"EXCHANGE OFFER EXPIRATION DATE" means the expiration date of the Exchange
Offer as such date may be extended pursuant to the terms of the Exchange Offer
as described in the Registration Statement.
"FMVS" means the fair market values of each of PRR and NYC.
"GOVERNMENTAL ENTITY" means any federal, state, local or foreign court,
administrative agency or commission or other governmental or regulatory
authority or commission or any arbitration tribunal, including, without
limitation, the Service and the STB.
-3-
{PAGE}
"INDEMNIFIABLE LOSSES" means, with respect to any claim by an Indemnified
Party for indemnification pursuant to Article IV hereof, any and all Damages,
obligations, payments, costs and expenses (including, without limitation, the
costs and expenses of any and all Actions, demands, assessments, judgments,
settlements and compromises relating thereto and reasonable attorneys' fees and
expenses in connection therewith) suffered by such Indemnified Party with
respect to such claim.
"INDEMNIFIED PARTY" means a Person who is entitled to indemnification
under Article IV.
"INDEMNIFYING PARTY" means a Person who is required to indemnify another
Person under Article IV.
"INDENTURE" means the indenture, dated as of May 1, 1990, between CRC and
the Trustee, pursuant to which the Debentures were issued, as such Indenture has
been amended, modified or supplemented from time to time in accordance with its
terms.
"JP MORGAN CHASE" means J.P. Morgan Chase & Co.
"LEASE CONSENT PAYMENTS" shall have the meaning ascribed thereto in
Section 2.5.
"LEASE CONSENTS" shall have the meaning ascribed thereto in Section
2.5(a).
"LIABILITIES" means any and all debts, liabilities and obligations of any
kind whatsoever, whether or not accrued, contingent or reflected on a balance
sheet, known or unknown, absolute, determined, determinable or otherwise,
including, without limitation, those arising under any law, rule, regulation,
action, order or consent decree of any Governmental Entity or any judgment in
any Action of any kind or award of any arbitrator of any kind and those arising
under any contract.
"MERGERS" shall have the meaning ascribed thereto in Section 2.3(a).
357897
|
BNY
As referenced in this Distribution Agreement:
Bank of
New York, – NEWCO INDENTURE" means the indenture, to be dated as of the
Distribution Date, by and among NYC Newco, CSXT (as guarantor), and The Bank of
New York, as trustee, pursuant to which the NYC Newco Debentures are expected to
be issued.
"NYC SHARES" shall have the meaning ascribed thereto
_____________
Bank of New York, – and a first supplemental
indenture, to be dated as of the Distribution Date, by and among PRR Newco, NSR
(as guarantor) and The Bank of New York, as trustee, pursuant to which the PRR
Newco Debentures are expected to be issued.
"PRR SHARES" shall have the meaning ascribed thereto
_____________
dt 708344
;
First National
As referenced in this Distribution Agreement:
First National Bank of Chicago – ascribed thereto in Section
4.4(b).
"TRANSFER" means to assign, convey, transfer and deliver.
"TRUE UP" shall have the meaning ascribed thereto in Section 2.4.
"TRUSTEE" means The First National Bank of Chicago or any successor
thereto, as trustee pursuant to the Indenture.
ARTICLE II
DISTRIBUTION AND RELATED TRANSACTIONS
Section 2.1 TRANSFER OF SECURITIES. Until the Closing, NYC Newco and PRR
Newco
_____________
dt 739023
;
|
J.P. Morgan
As referenced in this Distribution Agreement:
J.P. Morgan Chase & Co. – Trustee, pursuant to which the Debentures were issued, as such Indenture has
been amended, modified or supplemented from time to time in accordance with its
terms.
"JP MORGAN CHASE" means J.P. Morgan Chase & Co.
"LEASE CONSENT PAYMENTS" shall have the meaning ascribed thereto in
Section 2.5.
"LEASE CONSENTS" shall have the meaning ascribed thereto in Section
2.5(a).
"LIABILITIES" means any
_____________
dt 1320268
;
Skadden
As referenced in this Distribution Agreement:
Skadden, Arps – Newco, PRR or CRR Parent, to:
Norfolk Southern Corporation
Three Commercial Place
Norfolk, Virginia 23510
Attention: General Counsel - Corporate
Telecopy number: 757-629-2816
-22-
{PAGE}
with a copy to:
Skadden, Arps , Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Attention: Eric J. Friedman, Esq.
Telecopy number: 212-735-2000
(c) If to CRR or CRC,
_____________
dt 753353
;
Wachtell Lipton
As referenced in this Distribution Agreement:
Wachtell, Lipton – 202-783-5929
CSX Transportation, Inc.
15th Floor, Speed Code C900
500 Water Street
Jacksonville, Florida 32202
Attention: Ellen M. Fitzsimmons
Telecopy number: 904-359-3597
with a copy to:
Wachtell, Lipton , Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Steven A. Cohen, Esq.
Telecopy number: 212-403-2000
(b) if to NSC, NSR, PRR Newco, PRR
_____________
dt 746481
|
| Preview
Subscribers | 2004 |
Indenture
Indenture (289K)
Doc #357907: Click preview link for longer preview.
CONSOLIDATED RAIL CORPORATION
AND
THE FIRST NATIONAL BANK OF CHICAGO, Trustee
INDENTURE
Dated as of May 1, 1990
-----------------
================================================================================
|