Exhibit 10.3
OPERATING AGREEMENT TERMINATION AGREEMENT dated as of August 27,
2004 between PENNSYLVANIA LINES LLC, a Delaware limited liability
company (hereinafter called the OWNER) and Norfolk SOUTHERN RAILWAY
COMPANY, a Virginia corporation (hereinafter called the OPERATOR).
WHEREAS the parties hereto have entered into the Operating Agreement dated
as of June 1, 1999, and certain amendments and supplements thereto (the
Operating Agreement, together with all amendments and supplements thereto prior
to the date hereof, being hereinafter called the OPERATING AGREEMENT); and
WHEREAS the parties hereto wish to terminate the Operating Agreement.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Termination. The Operating Agreement is hereby terminated on and as
of the date hereof.
2. Reversion. All interests of the Operator in and to the property
covered by the Operating Agreement revert to and are deemed the property of the
Owner.
3. Rent. The parties hereto shall adjust their accounts for rents paid
in advance and payable in arrears under the Operating Agreement to give effect
to the termination contemplated hereby. Rent for partial periods shall be
determined using a 360-day year of twelve 30-day months.
The Operator shall settle for any "Event of Loss" (as defined in the
Operating Agreement) occurring prior to or on the date hereof in accordance with
the terms of the Operating Agreement, whether or not such Event of Loss shall be
known on the date hereof.
The Settlement Account contemplated by Article VI of the Operating
Agreement shall terminate on the date hereof, and the Operator shall be credited
with any balance therein.
4. Indemnities and other Obligations to Survive. The indemnity and
other obligations set forth in the Operating Agreement survive the termination
contemplated by this agreement, as to events and obligations occurring and
claims arising prior to the date hereof.
5. Counterparts. This agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, all
of which together shall constitute a single agreement.
6. Effectiveness. This agreement shall be effective on the date first
above written.
IN WITNESS WHEREOF, the parties hereto have each caused this agreement to
be duly executed by their respective officers or representatives thereunto duly
authorized:
PENNSYLVANIA LINES LLC
by: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and Treasurer
NORFOLK SOUTHERN RAILWAY COMPANY
by: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and Treasurer
