EXHIBIT 10.93
LAND & TRACK
LEASE AGREEMENT
BETWEEN
CSX TRANSPORTATION, INC. AND
CENTRAL RAILROAD COMPANY OF INDIANAPOLIS
d/b/a CHICAGO, FT. ▇▇▇▇▇ & EASTERN RAILROAD
COVERING
CERTAIN LAND AND TRACK
FROM MP QF 441.71 TO 191.28,
QFD 86.57 TO 70.38, AND QFS 69.24 TO 62.85
(a/k/a THE FORT ▇▇▇▇▇ CORRIDOR)
CONTENTS
PARAGRAPH PAGE NO.
--------- --------
1. PROPERTY COVERED............................................................................... 2
2. RIGHT TO POSSESSION............................................................................ 2
3. TERM........................................................................................... 3
4. LEASE PAYMENTS................................................................................. 3
5. BUILDING MAINTENANCE........................................................................... 5
6. INSPECTION OF LINE............................................................................. 5
7. COMMENCEMENT DATE, STB REVIEW AND LABOR........................................................ 6
8. INTENTIONALLY DELETED.......................................................................... 6
9. COMPLIANCE WITH LAWS........................................................................... 6
10. ADDITIONAL ASSETS, MAINTENANCE AND IMPROVEMENTS................................................ 7
11. PUBLIC FUNDS................................................................................... 7
12. SPECIAL AUDITS................................................................................. 7
13. AUTHORITY TO LEASE............................................................................. 7
14. ENVIRONMENTAL.................................................................................. 8
15. ASSIGNMENT AND SUBLEASE/SUBLICENSE............................................................. 10
16. SOLE BENEFIT................................................................................... 11
17. WAIVER......................................................................................... 12
18. AMENDMENT...................................................................................... 12
19. NOTICES........................................................................................ 12
20. HEADINGS....................................................................................... 12
21. TAXES.......................................................................................... 12
22. ALLOCATION OF INCOME AND EXPENSES.............................................................. 13
23. UTILITIES...................................................................................... 13
24. LIENS.......................................................................................... 14
25. RESERVED PROPERTY RIGHTS....................................................................... 14
26. NO PASSENGER RAIL USE.......................................................................... 17
27. EFFECT OF TERMINATION OR EXPIRATION OF LEASE................................................... 17
28. ABANDONMENT, DISCONTINUANCE OR OTHER REGULATORY ACTIVITIES..................................... 18
29. EMINENT DOMAIN................................................................................. 19
30. GOVERNING LAW.................................................................................. 21
31. INSURANCE...................................................................................... 21
32. ARBITRATION.................................................................................... 23
33. COUNTERPARTS................................................................................... 23
34. CONFIDENTIALITY................................................................................ 22
35. FORCE MAJEURE.................................................................................. 24
36. LIABILITY...................................................................................... 25
37. SEVERABILITY................................................................................... 25
EXHIBITS
--------
A. DESCRIPTION OF LINE TO BE LEASED............................................................... 27
▇. ▇▇▇▇▇▇ EQUIPMENT TO BE REMOVED FROM THE LINE................................................... 34
C. LIST OF NAMES AND ADDRESSES FOR NOTICE PURPOSES................................................ 37
D. ASSIGNMENT AND ASSUMPTION AGREEMENT............................................................ 38
i
LAND AND TRACK LEASE AGREEMENT
THIS LAND AND TRACK LEASE AGREEMENT ("Lease") is made this 26th 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. ▇▇▇▇▇ & Eastern
Railroad ("Lessee").
WITNESSETH:
WHEREAS, Lessor is the owner of, or has an interest in, the line of
railroad (the "Land"), including all tracks, rails, ties, ballast, other track
materials, switches, signals, crossings, bridges, culverts, crossing warning
devices, buildings, building improvements, and any and all other improvements or
fixtures that are affixed thereto (the "Facilities"), from Milepost QF 191.28
(excluding Crestline Yard) at or near Crestline station to milepost QF 441.71 at
or near Tolleston station (Fort ▇▇▇▇▇ 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), all as more particularly described in
EXHIBIT A (collectively, the Land and Facilities may sometimes be referred to as
the "Line"); and
WHEREAS, it is Lessor's goal in entering into this Lease to reduce
its capital needs, to rationalize its rail system and to restructure its
business; and
WHEREAS, Lessee desires to lease the Line from Lessor, in accordance
with the terms and conditions stated in this Lease, in order to provide rail
service to current and future customers located on the Line and to provide
common carrier rail services;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants, and the other good and valuable consideration set forth herein,
Lessor and Lessee agree as follows:
1
1. PROPERTY COVERED.
(a) Except as otherwise provided herein and subject to the Reserved
Rights and the terms and conditions hereof, Lessor hereby leases the Line to
Lessee effective on the Commencement Date, provided that the Line shall be
leased in its "AS IS, WHERE IS" CONDITION AND WITHOUT ANY EXPRESS OR IMPLIED
WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE,
MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, except
Lessor represents and warrants Lessor's legal right and authority to lease a
continuous and contiguous operating line of railroad to Lessee suitable for
conducting railroad operations, and Lessor will protect and defend the
continuity and contiguity of those operations.
Lessee acknowledges that it has inspected the Line and accepts it in
its current condition and Lessee deems it appropriate for all purposes,
including Lessee's intended use. Lessee leases the Line subject to all existing
agreements, encroachments, claims, easements, occupancies, grants, reservations,
deed obligations and similar covenants, rights, title defects and other
impediments, whether or not recorded and whether or not this Lease provides
actual notice thereof.
(b) Except as otherwise provided herein or by letter of consent,
during the term of this Lease, Lessee shall have the exclusive right to conduct
rail freight operations on the Line, provided that Lessee may not grant trackage
rights or haulage rights over the Line to any other carrier or third party. In
addition, Lessee shall not grant to any third party any rights whatsoever to
conduct rail freight, commuter or passenger operations on the Line.
2. RIGHT TO POSSESSION.
On the Commencement Date, Lessor will deliver to Lessee possession
of the Line; provided, however, that Lessor will have three (3) months after
said Commencement Date in which to remove, at its sole expense and without
unreasonable interference to Lessee's operations, all equipment, locomotives,
and other rolling stock or personal property of Lessor located on, but not
affixed to, the Line as of the Commencement Date, which equipment, locomotives
and other rolling stock and personal property are more particularly described on
EXHIBIT B.
2
3. TERM.
(a) Unless otherwise terminated as provided herein, this Lease shall
be for a term of TWENTY (20) years from the Commencement Date ("Term"), except
that Lessee may elect to extend the Term for as many as two (2) successive
periods of five (5) years each conditioned upon Lessee's obligations hereunder
being in good standing and provided that Lessor has legal authority from the
Surface Transportation Board, or its successor, to grant such an extension and
Lessor has either (i) acquired direct ownership of the Line from New York
Central Lines LLC ("NYC"), or (ii) has extended the current Operating Agreement
existing between NYC and Lessor for at least the duration of each such renewal
period.
(b) If either Lessee or Lessor breaches any material covenant or
obligation under this Lease and if such breach continues without cure for a
period of 60 calendar days from the date of receipt of written notice of such
breach, the non-breaching party may terminate this Lease without further notice,
provided that if the breach would reasonably take more than 60 days to cure and
the party in breach has commenced such cure within such 60 day period and
diligently pursues such cure, the party in breach shall have an additional sixty
(60) days to complete such cure.
4. LEASE PAYMENTS.
(a) Advance Rent. On or before the Commencement Date, Lessee shall
deliver to Lessor the sum of TEN MILLION DOLLARS ($10,000,000.00) cash as a
partial prepayment of Lessee's rent obligations hereunder and to be considered
as prorated over the Lease Term at a rate of FIVE HUNDRED THOUSAND DOLLARS
($500,000.00) advance rent per year. The parties to the lease realize and intend
for the lease to constitute a Section 467 rental agreement.
(b) Annual Rent. The annual rent shall consist of:
(i) ONE MILLION SEVEN HUNDRED THOUSAND AND 00/100 DOLLARS
($1,700,000.00) cash, payable, in advance, to be
received by Lessor on or before the Commencement Date of
this Lease and on or before each anniversary date of the
Commencement Date. If such rent
3
or any other amount due pursuant to the terms of this
Lease is not paid by the due date, it will be subject to
Lessor's standard late charge and will also accrue
interest at nine percent (9%) per annum, unless limited
by local law, and then at the highest rate so permitted.
The rental shall be adjusted upwards or downwards on an annual
basis, beginning August 1, 2005, by multiplying the current rental by an annual
adjustment factor derived from RCAF-U, but in no event, however, shall the
adjusted rental be less the base rental of $1,700,000. The annual adjustment
factor will be derived by dividing the latest available quarterly RCAF-U (should
be based on 3rd Qtr.) index by the same index for the corresponding quarter of
the previous year. (Both index numbers will be calculated using the latest base
available.) The resulting annual adjustment factor will be rounded to the third
decimal place. The annual rent amount in effect immediately prior to the annual
update will then be multiplied by the annual adjustment factor to determine the
amount of the succeeding year's rent. Should the RCAF-U index be re-based, the
re-based series will be used to calculate the annual adjustments. If the RCAF-U
is discontinued, the parties will negotiate in good faith to agree upon a
substitute provision. If no agreement is reached within thirty (30) days after
negotiations start, CSXT or the Lessee may elect either (1) to seek arbitration
of a substitute index that most closely reflects the factors considered by
RCAF-U or (2) to substitute for the RCAF-U the Producer Price Index (Finished
Goods) published by the U.S. Department of Labor.
(c) Failure of Lessee to receive any ▇▇▇▇ for periodic rent, or
receipt of a ▇▇▇▇ showing an incorrect rent, shall neither override the Lease
terms nor excuse or release Lessee from liability or responsibility for the
correct rent. In the event that either party is required to employ an attorney
to enforce the terms of this Lease, the prevailing party shall be entitled to
collect attorneys' fees and costs from the other party.
(d) The rent stated in this section shall be due irrespective of
Lessee's abandonment or cessation of use of any portion of the Line, unless the
Lease is terminated hereunder.
(e) In the event that the Lease is terminated other than by Lessor
for cause, before its twenty (20) year initial term expires, the Lessor agrees
to refund to
4
Lessee the pro rata portion of the Advance Rent attributable to the unexpired
term of the Lease at a rate equal to FIVE HUNDRED THOUSAND DOLLARS ($500,000.00)
for each such year, prorated by the number of days the lease was in effect.
5. BUILDING MAINTENANCE.
a) Lessee shall be solely responsible for and shall bear all the
risk, cost and expense of use and maintenance of the Yard Office Buildings in
Ft. ▇▇▇▇▇, Indiana; Warsaw, Indiana; and ▇▇▇▇ Street Yard in Lima, Ohio, that
are part of the Line (the "Buildings") using Lessee's own labor and/or
contractor(s).
(b) During the Term of this Lease, Lessee shall maintain, keep and
repair the Buildings in substantially the same condition as the same existed on
the Commencement Date, and as may be required under any applicable federal,
state or local law(s), ordinance(s) and regulation(s).
(c) Lessee shall not be responsible for and shall bear no cost and
expense of the maintenance of any portion of the Buildings or for any fixtures,
structures or appurtenances placed thereon by Lessor or any third parties
pursuant to any exceptions, reservations, rights and/or privileges under this
Lease. Should Lessee fail to maintain the Buildings in accordance with the
standards of this Article, Lessor shall have the right, but not the obligation,
and only after thirty (30) days' written notice and failure by Lessee to
initiate repairs, to make the repairs necessary to bring the Buildings into
conformance with the requirements of this Article, and Lessee shall reimburse
Lessor for the reasonable cost of making such repairs.
6. INSPECTION OF LINE.
Lessor (or its agent) shall have the right to inspect the Line
annually and at such other times as it reasonably deems necessary to monitor
compliance with this Lease. Lessor shall have the right to enter the Line to
conduct such inspections; however, Lessor will comply with any instructions of
Lessee reasonably designed to insure the safety of the personnel and property of
Lessee and Lessor. At Lessee's option, a representative of Lessee may accompany
Lessor (or its agent) during the inspection, provided however, that the Lessee
representative does so at his or her own
5
risk. Lessor will provide Lessee five (5) days advance notice before entering
the Line to conduct an inspection.
7. COMMENCEMENT DATE, STB REVIEW AND LABOR.
Lessee shall file with the Surface Transportation Board ("STB") and
any other governmental authority with jurisdiction over the Line, any and all
applications, petitions, notices, and/or secure any and all approvals or
exemptions from the STB and other such governmental authorities, that may be
required for the lease of the Line and Lessee's rail operations on the Line.
Lessee shall be responsible for any and all filing fees with respect to the
aforesaid filings.
Lessee's lease of the Line shall commence on the later of August 1,
2004, or the effective date of any decision or notice of exemption or approval
published by the STB authorizing the consummation hereof (the "Commencement
Date"). As of the Commencement Date, Lessee and Lessor shall have jointly
determined that they have complied with all the conditions precedent set forth
in the Transaction Agreement, incorporated by reference and all STB conditions
imposed on this transaction, if any, so as to be authorized by law to commence
the Lease.
In the event the STB approves or exempts the lease of, and rail
operations on, the Premises under 49 U.S.C. Section 10902, Lessee is responsible
for compliance with the employee protective conditions imposed or required by
the STB pursuant to that Section. Lessee is also responsible for compliance with
the requirements in 49 C.F.R. Section 1121.4(h).
8. INTENTIONALLY DELETED.
9. COMPLIANCE WITH LAWS.
Lessee shall comply with all applicable Federal, State and local
laws, ordinances and regulations in its use and operation of the Line, and
Lessee hereby agrees to indemnify and hold Lessor harmless from and against any
and all liability, claims, costs (including attorney's fees), damages and
expenses arising in any manner out of its failure to comply with such laws,
ordinances or regulations.
6
10. ADDITIONAL ASSETS, MAINTENANCE AND IMPROVEMENTS.
(a) Lessee shall be solely responsible for and shall at its sole
risk, cost and expense, maintain the Line (i) in good working order, (ii) in the
condition necessary to permit railroad freight operations comparable to those
existing as of the Commencement Date as established by Lessor's Railroad
timetable (a copy of which shall be promptly provided to Lessee), as modified by
train orders, in effect at that time, and (iii) in at least the FRA Class
standard existing as of the Commencement Date.
(b) Lessee may make improvements upon or connected to the Line
without the prior written consent of Lessor, provided that all such improvements
shall be the property of Lessor at the termination of this lease to the extent
that such improvements are not readily detachable without damage or injury to
the Line.
11. PUBLIC FUNDS.
If Lessee seeks public funding for use on any portion of the Line,
Lessee shall first give Lessor notice of its intent to seek such public funding
and get Lessor's prior written approval, which shall not be unreasonably
withheld, unless conditions are attached that extend beyond the Term of the
Lease in which case such approval may be withheld in Lessor's sole and absolute
discretion.
12. SPECIAL AUDITS.
At any time following sixty (60) days' written notice to Lessee,
Lessor may perform a special audit if it has a reasonable belief that Lessee is
not in material compliance with this Lease. The cost of the audit shall be borne
by Lessor, provided that if such audit reveals Lessee is not in compliance with
this Lease, Lessee shall reimburse Lessor for the costs of the audit. If Lessee
disputes the results of the audit, Lessee shall have up to ninety (90) days to
arbitrate the issue before paying the audit expenses.
13. AUTHORITY TO LEASE.
As of the Commencement Date, Lessee and Lessor will have the
necessary corporate authority and approval to enter this Lease. Lessee
represents and warrants that: (a) it has secured all requisite corporate and
governmental authority to enter into
7
this Lease and operate the Line; and (b) it has secured all requisite
governmental authority to conduct common carrier railroad freight operations on
the Line.
14. ENVIRONMENTAL.
(a) Lessee shall not create or permit to be created or to exist upon
the Line any nuisance, use, storage (except for a reasonable period of time as
incident to an industrial switching movement for a patron on the Line) or
disposal or other release of Hazardous Materials, public or private, during the
continuance of this Lease, and Lessee shall indemnify and hold harmless Lessor,
and its parent corporations, subsidiaries and affiliates, and all of its and
their directors, officers, agents or employees, from and against any and all
liabilities, damages, penalties, fines, claims, demands, causes of action,
liens, suits, costs, judgments and expenses, including costs of defense and
reasonable attorneys' and consultants' fees (collectively "Liability"), growing
out of any such nuisance, use, storage or disposal or other release of Hazardous
Materials thereon, including without limitation those Liabilities arising out of
the application and/or violation of laws, ordinances and governmental
regulations relating to air, water, noise, wastes and other pollution. Lessee
shall comply with all applicable federal, state and local laws, rules and
regulations pertaining to air, water, noise, and wastes and other pollution or
relating to the storage, transport, disposal or other release of Hazardous
Materials. Lessee shall install and bear the expense of any and all pollution
control structures, devices or equipment which are required during the term of
this Lease under any applicable laws, ordinances or governmental regulations as
a result of release of Hazardous Materials from or Environmental Contamination
due to Lessee's operations during the Lease Term. Lessee shall exercise due care
in its use and operation of the Line to prevent Environmental Contamination or
the Release of a Hazardous Material into the environment.
(b) Lessee shall be responsible to Lessor and shall defend,
indemnify and hold harmless Lessor, and its parent corporations, subsidiaries
and affiliates, and all of its and their directors, officers, agents or
employees, from and against any Liability arising under any environmental
protection or pollution law, or any liability in tort (strict or otherwise)
arising (i) out of Environmental Contamination of the Line occurring after the
Commencement Date of this Lease or (ii) out of and to the extent that Lessee has
exacerbated after the Commencement Date of this Lease Environmental
Contamination
8
existing prior to Commencement Date of this Lease. Lessor shall defend,
indemnify and hold harmless Lessee, and its parent corporations, subsidiaries
and affiliates, and all of its and their respective directors, officers, agents
or employees, from and against any Liability for Environmental Contamination of
the Line that occurred or existed prior to the Commencement Date of this Lease,
or during the Lease Term by virtue of Lessor's tenants adjacent to the Line or
under agreements on the Line reserved by Lessor hereunder except to the extent
not exacerbated by Lessee. These obligations to indemnify undertaken by each
party shall survive the term of this Lease.
(c) As to the provisions of this Article 14 only, Lessee and Lessor
waive any statute of limitations defense, provided, however, that if one party
gives the other party written notice of Environmental Contamination of the Line,
the waiver of the statute of limitations shall cease, but only as to the
Environmental Contamination which is the subject of the written notice, and as
to such contamination, the parties shall then be subject from the date of
receipt of such written notice to the times then provided in the then-applicable
statute of limitations. The waiver of statute of limitations for any matter not
covered in said written notice shall continue.
(d) For purposes of this Paragraph,
(i) "Environmental Contamination" shall mean any condition
arising from the disposal or other release of Hazardous
Materials to, on or under the Line.
(ii) "Hazardous Materials" shall mean and include, without
limitation, (1) "hazardous substances" or "toxic
substances", or "pollutants or contaminants", as those
terms are defined by the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C.
Section 9601, et seq.; the Toxic Substances Control Act,
15 U.S.C. Section 2601, et. seq.; or the Hazardous
Materials Transportation Act, 49 U.S.C. Section 1802,
all as amended; (2) "hazardous wastes", as that term is
defined by the Resource Conservation and Recovery Act,
42 U.S.C. Section 6901, et seq., as amended; (3) any
pollutant or contaminant or hazardous, dangerous or
toxic chemicals, materials or
9
substances within the meaning of any other applicable
federal, state or local law, regulation, code,
ordinance, guideline, order, agreement or requirement
imposing liability or standards of conduct concerning
any hazardous, toxic or dangerous or residual waste
substance or material, or the exposure of persons
thereto all as amended as of the date hereof; (4) any
crude oil or any other petroleum product; (5) any
radioactive material, including any source, special
nuclear or by-product material as defined in 42 U.S.C.
Section 2100 et seq., as amended; (6) asbestos and
asbestos containing materials in any form; or (7)
compounds containing polychlorinated biphenyls. For the
purposes of this Paragraph, "as amended" shall mean and
include any amendment, adoption, revision or
promulgation now in effect or occurring after the date
of this Lease.
15. ASSIGNMENT AND SUBLEASE/SUBLICENSE.
(a) Assignment. Subject to the provisions of Section 15(b) and
24(a), this Lease may not be assigned, or in any manner transferred, nor shall
the Line be sublet by Lessee, other than to a subsidiary of Lessee, without the
advance written consent of Lessor, which may be withheld in its sole discretion,
signed by an authorized officer. No such consent shall be required in the event
of a merger or the sale of the stock shares of Lessee, or of Lessee's parent
company, RailAmerica, Inc., with a third party unless such third party is a
Class I Railroad (and in such event, the first sentence of this Section 15(a)
shall control). In addition to other conditions as may be placed on such
assignment, transfer or sublease, as a condition to obtaining Lessor's consent
for assignment, Lessee will provide written notice to Lessor of its desire to
assign this Lease, together with an agreement, in form and substance acceptable
to Lessor, signed by the intended assignee and agreeing that the intended
assignee will be bound by all provisions of this Lease.
(b) Track Leases, Public/Private Road/Pedestrian Crossings, and
Private Sidetracks. Lessee shall hereby be solely responsible for the approval
and
10
preparation for new track lease agreements, public/private road/pedestrian
crossing agreements, and private sidetrack agreements on the Line, whether
overhead, underpass or at grade. Any new agreement prepared for the purposes
stated in this Section shall be prepared in the form of a sublease/sublicense
subject to the terms of this Lease, and a copy of each executed agreement shall
be promptly forwarded to Lessor.
(c) Except in its exercise of the rights granted to it in
Section15(b), Lessee shall not allow the placement of any permanent structures
on Lessor's property, and shall not grant any type of permanent access/occupancy
to Lessor's property.
(d) Lessee's use of the Line, and third party uses authorized
hereunder by Lessee, shall be for railroad operations only and for no other
purpose.
(e) Pools. Notwithstanding any provision hereof, Lessee may enter
into contracts for the joint use and pooling of equipment for all railroad
related purposes.
(f) Assignment of Certain of Lessor's Contracts. During the term of
this Lease and pursuant to the Assignment and Assumption Agreement attached
hereto as EXHIBIT D, Lessor shall assign to Lessee and Lessee shall assume from
Lessor those certain agreements listed in EXHIBIT ▇. ▇▇▇▇▇▇ may, in its
reasonable discretion, amend EXHIBIT D to add or remove agreements therefrom
that do not relate to the Line or do not relate to Lessee's continuing freight
operations thereon. Upon expiration or other termination of this Lease, such
assignment and assumption shall cease and the agreements listed therein shall
revert to Lessor.
16. SOLE BENEFIT.
This Lease is intended for the sole benefit of the parties hereto.
Nothing in this Lease is intended or may be construed to give any person, firm,
corporation, or other entity, other than the parties hereto and their respective
officers, agents, employees, parent corporation, subsidiaries, affiliates,
successors, and permitted assigns, any right or benefit pursuant to any
provision or term of this Lease, and all provisions and terms of this Lease are
and will be for the sole and exclusive benefit of the parties to this Lease.
11
17. WAIVER.
Any waiver at any time by one party of a breach hereof by the other
party will extend only to the particular breach so waived and will not impair or
affect the existence of any provision, condition, obligation, or requirement of
this Lease or the right of either party hereto thereafter to avail itself of any
rights under this Lease with respect to a subsequent breach. No provision of
this Lease shall be waived by any act or knowledge of the parties hereto, but
only by a written instrument signed by the party waiving a right hereunder.
18. AMENDMENT.
No provision of this Lease shall be modified without the written
concurrence of the parties hereto. This Lease includes attachments and exhibits
appended hereto and represents the entire understanding of the parties hereto,
and to that extent supersedes any prior understandings, written or oral.
19. NOTICES.
All notices required to be given under this Lease shall be in
writing, signed by or on behalf of the party giving the same, and transmitted to
the addresses shown on EXHIBIT C or such successor addresses as that party may
specify by notice hereunder. Such notices shall be transmitted by United States
registered or certified mail return receipt requested or by facsimile, with
confirmed receipt, addressed to the officers and addresses shown on EXHIBIT C.
All notices shall be effective on the day following confirmed receipt of the
letter or facsimile.
20. HEADINGS.
The headings of the Articles of this Lease are inserted for
convenience only and are not intended to govern, limit or aid in the
construction of any term or provision of this Lease.
21. TAXES.
Lessee shall be responsible for and pay all licenses, taxes, levies
and assessments, including property taxes, relating to the Line, after the
Commencement
12
Date. All licenses, taxes, levies, and assessments relating to the Line,
including property taxes, will be prorated for the first year of the Lease as of
the Commencement Date. After the Commencement Date and during the term of this
Lease, Lessee will pay when due, and prior to the imposition of any penalty, all
licenses, taxes, levies, and assessments of whatever kind or nature which may
become a lien against the Line, and will defend, indemnify and hold Lessor
harmless against any liability for payment of such licenses, taxes, levies, and
assessments, including attorneys' fees and costs; provided, however, that
nothing in this Lease will be construed to diminish any right of Lessee to
contest any such license, tax, levy, or assessment in appropriate judicial or
administrative proceedings. Upon request, Lessee will present to Lessor for
inspection the documentation (or photocopies thereof) showing the payment of any
of such licenses, taxes, levies, and assessments. Promptly upon receipt of an
itemized statement, Lessee will reimburse Lessor for any such licenses, taxes,
levies, or assessments and any attorneys' fees or costs paid by Lessor, and upon
request by Lessee, Lessor will present to Lessee for inspection the
documentation (or photocopies thereof) showing the payment thereof.
22. ALLOCATION OF INCOME AND EXPENSES.
(a) This is an absolute, pure net lease; and, except as otherwise
expressly provided in this Lease, Lessee shall have and hereby assumes all
duties and obligations with relation to the repair, maintenance, existence and
operation of the Line and all other improvements or fixtures now or hereafter
located during the Term of this Lease, irrespective of law or custom.
(b) Except as otherwise expressly provided in this Lease, Lessee
shall reimburse and defend, indemnify and hold Lessor harmless for/from any
expense, cost, liability or obligation whatsoever which arises out of the use of
the Line and any other improvements or fixtures hereafter located by Lessee
during the Term of this Lease.
23. UTILITIES.
Lessee shall initiate, contract for and obtain in its sole name all
utility services required for its use of or operations on the Line, including
gas, electricity, telephone, water and sewer connections and services. Lessor
shall cooperate in
13
transferring utility services to Lessee, to the extent required. Lessee shall
pay all charges for such services as they become due, and shall defend,
indemnify and hold Lessor (and the Line) harmless from costs of such services.
24. LIENS.
(a) Lessee expressly agrees that it will not allow any lien on or
encumbrance against the Line, or any portion thereof, without first obtaining
Lessor's express written consent, which may be withheld in Lessor's sole and
absolute discretion. Lessee shall have the right to encumber the leasehold
interest created hereby in favor of Lessee's global credit facility or for
purposes of securing the financing necessary to consummate the transaction
contemplated hereunder.
(b) Lessee will pay, satisfy, and discharge all claims or liens for
material and labor or either of them used, contracted for, or employed by Lessee
during the term of this Lease in the construction, repair, maintenance, or
removal of the Line and any improvements located thereon, whether said
improvements are the property of Lessor or of Lessee. Lessee will defend,
indemnify and save harmless Lessor from all such claims, liens, or demands
whatsoever. In the event the Lease is terminated or expires, Lessee shall return
the property to Lessor free and clear of any such liens, claims and demands.
Notwithstanding the foregoing, in the event that Lessee participates in any
federal or state funding programs after receiving the written consent of Lessor
for such participation, Lessor shall comply with all obligations to which it is
subject under any such federal or state funding programs.
(c) Lessor shall defend Lessee's quiet enjoyment of the Line.
25. RESERVED PROPERTY RIGHTS.
(a) Lessor reserves unto itself, its affiliates, subsidiaries,
parents, successors and/or assigns, the following property rights hereinafter
collectively referred to as the "Reserved Rights":
(i) All existing agreements, leases, licenses or occupations
with third parties, including any affiliates of Lessor,
whether recorded or not, except those assigned to Lessee
pursuant to Section 15(f) and Exhibit D hereof;
14
(ii) Except as otherwise provided in Section 15(b) hereof,
the exclusive right to prepare and enter directly into
future agreements, leases, licenses or occupations with
third parties;
(iii) the right, by any commercially reasonable means, to
install, construct, operate, maintain, repair, renew,
replace, and remove utility systems and their associated
and appurtenant equipment and facilities as well as the
right to attach the utility systems and related
facilities to existing bridges and to install them in
existing tunnels; and the right of ingress and egress
for access purposes;
(iv) the right, by any commercially reasonable means, to
install, construct, operate, maintain, repair, renew,
replace, and remove commercial poster panels and towers
and their associated and appurtenant equipment and
facilities as well as the right to attach the commercial
poster panels and towers and related facilities to
existing bridges and to install them in existing
tunnels; and the right of ingress and egress for access
purposes;
(v) the right to amend this Lease at any time, in its sole
discretion, to exclude from the Line any portion of the
Land, located more than 25 feet from the track
centerline and that does not materially interfere with
Lessee's continuing freight operations for the purpose
of conveying such properties to third parties; and
(vi) the right to convey all minerals, mineral rights and air
rights in, on or under the Line.
(b) Lessor shall retain any rentals, fees or other payments
associated with the Reserved Rights, except as provided for in Section 15(b) or
any rentals associated with agreements assigned to Lessee pursuant to Section
15(f).
(c) Lessee shall have the right and obligation to review any
15
application by a third party, or by Lessor or Lessor's affiliates, to cross over
or under the Line or to utilize any portion of the Line pursuant to this Article
25 that is located within 25-feet of the centerline of any existing operating
track. Lessee shall have sixty (60) days from the date Lessee receives the
application to review plans and any other related information, to evaluate the
proposed use(s) contemplated in the application and advise Lessor if the
application is approved or denied. Lessee shall be entitled to charge and
collect reasonable processing and engineering review fees as part of this
process. If Lessee has not responded to the application within such sixty (60)
day period, Lessee shall be presumed to have approved the application and Lessor
shall be free to enter into the appropriate agreement, lease, license or
occupation. Lessee's approval of any application shall not be unreasonably
withheld, conditioned or delayed.
(d) Lessor shall have the right to exclude from the Line pursuant to
this Article 25 any portion of the Land that is 25-feet or more from the
centerline of any existing operating track (25-feet from the centerline of the
outside track in the event of double tracks or sidings) for the purpose of
conveying such properties to third parties. Lessee shall have the right and
obligation to review any request by Lessor, or Lessor's affiliates, to exclude
from the Line any portion of the Land that is located within 25-feet of the
centerline of any existing operating track for the purpose of conveying such
properties to third parties. Lessee may review the proposed sale area and any
other related information, including the proposed intended use, evaluating the
proposed sale and determining if the proposal is approved or denied. Lessee's
approval of any proposed sale shall not be unreasonably withheld, conditioned or
delayed.
(e) Lessor's exercise of the Reserved Rights in this Article 25
shall not unreasonably interfere with Lessee's present or reasonably
contemplated freight operations, and Lessor, its licensees and invitees shall be
required to provide reasonable notice to Lessee before entering the Line for the
purposes described in this Article 25.
(e) The parties recognize that this Lease is premised upon a certain
level of anticipated rail traffic and that this Lease permits Lessor to retain
the following existing agreements, leases, and licenses with rail customers
pursuant to this Article 25 that generate rail revenues:
16
ANNUAL
CONTRACT RENTAL
NUMBER CUSTOMER NAME DATE AMOUNT
CR-260408 ADA Farmers Exchange Co. 02/28/1963 $ 382.57
CR-287427 ▇▇▇▇▇▇▇, Inc. 07/18/1986 24,340.92
CR-288094 Central Soya 10/01/1951 395.09
CR-232089 Crop Fertilizer Specialists Inc. 12/07/1966 150.00
CR-301907 Delphos Power Equipment 07/03/1991 801.49
CR-226433 ▇▇▇▇▇▇ County Farm Bureau Coop 05/03/1978 700.00
CR-289112 ▇▇▇▇▇▇ County Farm Bureau Coop 03/22/1985 1,186.64
NYC-039854 ▇▇▇ ▇▇▇▇▇ Lumber and Hardware 10/15/2000 189.50
-----------
$ 28,146.21
In an effort to satisfy Lessee's concerns that the rental under any of these
agreements will not be unjustifiably increased and be the sole cause for driving
away rail business, Lessor agrees that it shall not adjust any singular rental
with any of the above referenced rail customers by more than three percent (3%)
annually. Lessor shall not have any other obligation, liability or
responsibility to Lesse with regard to said agreements, leases and licenses.
26. NO PASSENGER RAIL USE.
Lessee shall use the Line for freight rail transportation purposes
only, which may include business car movements. Subject to the non-interference
provisions Article 25 (d), Lessor retains the exclusive right to authorize
passenger, commuter, special, or excursion trains over the Line, subject to
compliance with reasonable insurance and indemnity requirements of Lessee.
Lessee shall have no duty to increase capital spending or maintenance to improve
the track to FRA commuter service standards.
27. EFFECT OF TERMINATION OR EXPIRATION OF LEASE.
(a) At least sixty (60) days prior to the expiration of this Lease,
or promptly upon the earlier termination of this Lease, Lessee shall submit all
necessary applications, petitions and/or notices to the STB or any successor
agency to effectuate a termination of this Lease and a discontinuance of its
operations hereunder. Upon expiration or earlier termination of this Lease,
Lessor shall have the right to enter onto and operate the Line. Upon obtaining
any necessary regulatory authority or exemption,
17
Lessee will forthwith vacate and surrender the Lineand any improvements made
thereon to Lessee.
(b) Upon expiration or earlier termination of this Lease, Lessee
shall surrender the Line to Lessor, (i) free and clear of all liens and
encumbrances, (ii) in good working order, and (iii) in a condition complying
with the then existing FRA class standards applicable to the Line that correlate
most closely with the condition existing on Commencement Date.
(c) Upon expiration or earlier termination of this Lease, Lessee
shall, at no cost to Lessor, assign to Lessor all agreements entered into by
Lessee pursuant to Section 15(b) hereof.
(d) If Lessee holds over or remains in possession of the Line after
the expiration of this Lease, Lessor may, in addition to all other legal and
equitable rights it may have, may elect to treat such holding over or continued
possession as creating a tenancy from month to month only, and monthly rental
for such period will be payable as a pro-rated share of the rent set forth in
Article 4 herein. Such monthly rental shall be due and payable on the first of
each month, in advance.
28. ABANDONMENT, DISCONTINUANCE OR OTHER REGULATORY ACTIVITIES.
(a) Lessee shall not discontinue its rail operations on or over the
entire Line or any portion of the Line without Lessor's prior written consent,
which may be withheld in Lessor's sole discretion. Lessee shall give Lessor 90
days prior written notice of its plan to discontinue its rail operations on or
over the entire Line or a portion of the Line.
(b) Within 30 days of receiving the notice, Lessor shall in writing
notify Lessee whether or not Lessor consents to Lessee's discontinuance.
(c) If Lessor consents to such discontinuance, Lessor shall notify
Lessee in writing that Lessor shall exercise one of the following options, to
which Lessee consents by the execution of this Lease:
(i) Lessor shall resume providing common carrier service
over the entire Line or the portion of the Line where
Lessee will
18
discontinue service, and Lessee will file for the
necessary authorization from the STB or other
appropriate regulatory authority as may be appropriate,
to obtain discontinuance authority for the entire Line
or the portion of the Line; or
(ii) Lessee shall assign its right to operate as a common
carrier over the entire Line or the portion of the Line
that its seeks to discontinue service over to a third
party to be designated by Lessor, and Lessee will not
have to file for authorization from the STB or other
appropriate regulatory authority as may be appropriate,
to obtain discontinuance authority; or
(iii) Lessee will discontinue service by filing for the
necessary authorization from the STB or other
appropriate regulatory authority as may be appropriate,
to obtain discontinuance authority and shall join Lessor
in the filing for Lessor to abandon the entire Line or
the portion of the Line; or
(iv) Lessee will discontinue service by filing for the
necessary authorization from the STB or other
appropriate regulatory authority as may be appropriate,
to obtain discontinuance authority and shall join Lessor
in the filing for Lessor to discontinue service over the
entire Line or the portion of the Line.
(d) If Lessee consummates one or more discontinuances of any portion
of the Line, the obligations of this Lease shall terminate as to the same and
the parties shall, in good faith, discuss the extent to which the terms and
conditions of this Lease need to be amended to reflect such discontinuance(s).
(e) If Lessee consummates discontinuance of the entire Line, this
Lease and all obligations hereunder which do not survive termination shall
terminate.
29. EMINENT DOMAIN.
(a) During the Term of this Lease, if the whole or any part of the
Line shall be taken, condemned, expropriated or seized by any governmental or
lawful
19
authority by the exercise of the right of eminent domain, for any public or
quasi-public purpose, use or benefit, the following provisions shall be
applicable:
(i) If such proceedings result in the taking of the whole or
a material portion of the Line (i.e., that which
materially interferes with Lessee's use of the Line for
railroad purposes), Lessee shall have the right, upon
written notice to Lessor, to terminate this Lease in its
entirety as of the date title to the Line, or such
material portion, vests in the condemning authority;
(ii) If such proceedings result in the taking of less than
all or a nonmaterial part of the Line, then the Lease
shall terminate only as to the part so taken, and this
Lease shall continue in full force and effect as to that
part of the Line remaining, without any reduction,
abatement or effect upon any rental.
(b) If the temporary use (i.e., less than ninety (90) consecutive
days) of the whole or any part of the Line shall be taken at any time during the
Term of this Lease for any public or quasi-public use, purpose, or benefit,
Lessee shall give prompt notice thereof to Lessor and the Lease shall be
suspended for the duration of such temporary taking but continue for the balance
of its Term. In such case, rent shall ▇▇▇▇▇ on a pro rata basis (based upon
track miles) as to the segment for which use is suspended and for the duration
of the temporary loss of use. Lessee shall continue to pay all sums and charges
attributable to all non-affected segments of the Line and, upon resumption of
full use of the Line, Lessee shall resume full payment of rent under the
provisions of this Lease. In the event that such temporary taking shall exceed
such ninety (90) day period, then either Lessor or Lessee may elect to treat
such taking in accordance with the provisions of Article 29(a) hereof. The
provisions of this Article 29(b) shall not apply to any temporary use or taking
of the Line, or any portion thereof, involving or incident to any of Lessor's
exceptions, reservations, rights or privileges contained herein.
(c) During the Term of this Lease, if: (i) any such proceeding is
instituted, or (ii) the exercise of such power is threatened, and (iii) if such
proceeding or threatened proceeding involves or affects any or all of Lessor's
exceptions, reservations,
20
rights or privileges contained herein, Lessor shall be entitled to any and all
funds payable for the taking of or damage to such exception, reservation, right
or privilege; and Lessor shall be entitled to prosecute and receive, as the case
may be, any and all claims, causes of action and awards for damages arising out
of or connected therewith, except that Lessee shall be entitled to prosecute and
receive any and all claims, causes of action and awards for loss of operating
revenue or business damages associated with the taking.
(d) Except as otherwise expressly provided in this Article 29,
Lessor shall be entitled to any and all funds payable for the total or partial
taking or temporary use of the Line without any participation by Lessee,
provided that nothing contained herein shall be construed to preclude Lessee
from prosecuting any claim directly against the condemning authority for loss of
its business, for the value of its leasehold estate hereunder.
(c) During the Term of this Lease, each party shall provide prompt
notice to the other party of any and all proceedings for condemnation,
expropriation or seizure, or any and all threats of the exercise of the powers
to condemn, expropriate or seize all or any portion of the Line, by furnishing
the other party a copy of any and all documents and written communications with
respect thereto that may be received by the receiving party. Lessee shall make
all reasonable efforts to cooperate with Lessor in the defense of such
proceedings.
30. GOVERNING LAW.
This Lease will be construed in accordance with the laws of the
state in which the Line is located. If the Line involves more than one state,
the law of the state in which the Land or Facilities at issue are located shall
govern. Those issues that do not have a specific situs shall be governed by
Indiana law.
31. INSURANCE.
(a) Prior to the Commencement Date of this Lease, Lessee, at its
sole cost and expense, shall procure, and thereafter shall maintain in full
force and effect at all times during the Term of this Lease, insurance meeting
the requirements of this Article 31.
21
(b) Lessee shall have Railroad Comprehensive Liability Insurance
with a Combined Single Limit of not less than Five Million Dollars ($5,000,000)
per occurrence, which includes coverage for lading and foreign rolling stock.
Such insurance shall: (a) specifically name Lessor as an "additional insured"
thereon; (b) include a "severability of interests" provision; and (c) provide
Contractual Liability coverage specifically insuring all liability assumed by
Lessee under this Lease. This insurance shall not be deemed a limitation on
Lessee's liability, but shall be deemed to be additional security therefor.
(c) Lessee shall have Physical Damage Property Insurance covering
all risk of loss or damage to the structures, improvements, fixtures, motive
power, and owned/leased rolling stock on the Line. Such insurance shall be in
amounts equal to the replacement value of the Line, and such other structures,
improvements and fixtures, if replaced, or actual cash value if not replaced,
and of Lessee's legal liability and policy shall name Lessee and Lessor as loss
payees as their interests may appear. The policy also shall waive subrogation
against Lessor.
(d) Lessee shall furnish certificates of insurance evidencing the
above policies to Lessor's Risk Management Department, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇/▇
▇-▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
(e) Each policy shall provide for thirty (30) days' written notice
to said Risk Management Department prior to termination or material change in
the coverage provided.
(f) In the event that Lessee fails to procure or maintain the
required coverages during the Term, Lessor may, in addition to Lessor's right to
declare Lessee to be in default and to terminate under Section 3(b) of this
Lease, procure such insurance for Lessee's account.
32. ARBITRATION.
Any dispute arising between the parties hereto with respect to any
of the provisions hereof which cannot be settled by the parties themselves
within sixty (60) calendar days of either party giving the other notice of the
dispute shall be settled under
22
the Commercial Arbitration Rules of the American Arbitration Association. The
arbitration will be held in Washington D.C.. The decision of the arbitrator(s)
shall be final and conclusive upon the parties hereto and shall be enforceable
in a court of competent jurisdiction. Each party to the arbitration shall pay
the compensation, costs, fees and expenses of its own witnesses, exhibits and
counsel. The compensation, costs and expenses of the arbitrator(s), if any,
shall be borne equally by the parties hereto, and the parties shall mutually
agree to the selection of the arbitrator(s). The arbitrator(s) shall not have
the power to award consequential or punitive damages or to determine violations
of criminal laws or antitrust laws.
33. COUNTERPARTS.
This Lease may be executed in any number of counterparts, each of
which may be deemed an original for any purpose.
34. CONFIDENTIALITY.
(a) Each party hereto covenants that all information and documents
concerning the other party known to, or received or reviewed by, the first
party, its employees, agents or representatives, in connection with this Lease
and the transactions contemplated hereby shall be maintained in confidence and
not disclosed or utilized (other than in connection with the transactions
contemplated hereby) by the first party, its employees, agents or
representatives, without the other party's prior written consent, unless (i)
such information and documents were, are now, or become generally available to
the public (but not as a result of a breach of any duty of confidentiality by
which the first party, or any of its employees, agents and representatives, is
bound), (ii) such information and documents were known to first party prior to
their disclosure to the first party by the other party in connection with this
Lease, as demonstrated by the first party's written records, (iii) such
information and documents are disclosed by a third party, or (iv) such items are
required to be disclosed pursuant to a judicial order or applicable law, rule or
regulation or to the parties' insurers. Notwithstanding anything herein to the
contrary, each party may disclose (without prior notification to, or approval or
consent by, the other party), to taxing authorities and/or to such party's
representatives, outside counsel and advisors, any confidential information that
is required to be disclosed in connection with such party's tax filings,
reports, claims, audits, and litigation
23
(b) In the event that either party hereto, or any of its employees,
agents or representatives, becomes legally compelled to disclose any such
information or documents, the disclosing party shall provide the other party
with prompt notice before such disclosure so that the other party may seek a
protective order or other appropriate remedy or waive compliance with the
provisions of this Lease, or both. In the event that such protective order or
other remedy is not obtained, or that the other party waives compliance with the
provisions of this Lease, the disclosing party shall furnish only that portion
of the information or documents that it is advised by written opinion of counsel
is legally required.
(c) It is agreed that money damages would not be a sufficient remedy
for any breach of this Article 34 and that either party hereto shall be entitled
to specific performance as a remedy for any such breach. Such remedy shall not
be deemed to be the exclusive remedy for breach of this Article 34 but shall be
in addition to all other remedies available at law or in equity. Each party
hereto further agrees and covenants that it shall not use any information or
document that it obtains or has obtained in connection with this Lease in any
judicial or administrative proceeding brought against the other party, except in
a proceeding brought hereunder. With respect to any judicial or administrative
proceeding brought by a third party challenging any provision of this Lease or
relating to any action or inaction required by this Lease, the party against
whom such proceeding is brought may use for purposes of defending such
proceeding information or documents that it obtains or has obtained in
connection with this Lease; provided, however, that the party against whom such
proceeding is brought shall consult with and obtain the written consent of the
other party prior to such use of information or documents.
35. FORCE MAJEURE.
(a) The prompt and timely performance of all obligations and
covenants under this Lease, including the obligation to make prompt and timely
payment of each installment of Rent or any other payment of any nature, is and
shall be of the essence of this Lease.
(d) Whenever a period of time is provided in this Lease for either
party to do or perform any act or thing, other than payment of Rent, said party
shall not be responsible for any delays due to strikes, lockouts, casualties,
acts of God, war,
24
terrorist acts, court orders, work stoppages, nuclear incidents, riots, public
disorder, criminal acts or acts or omissions of other parties or entities or
other such causes beyond the reasonable control of said party (each a "Force
Majeure"). In the event of such Force Majeure, the performance time period shall
be extended for the amount of time said party is so delayed; provided, however,
that this Section 35(b) shall not be construed to affect the responsibilities of
said party hereunder to perform such act or thing once such Force Majeure
conditions have been removed.
36. LIABILITY.
Except as otherwise provided herein, Lessor shall not be liable for
any loss, damage, or claim to or concerning the Line, any improvements or
fixtures located thereon, the property of Lessee or any third party, or for
personal injury or death of any person that may result from Lessee's operation,
use or interest in the Line, unless the same is due solely to Lessor's gross
negligence or willful misconduct. Lessee shall defend, indemnify and hold
harmless Lessor from and against any and all such loss, damage or claims,
including its reasonable attorneys' fees and costs.
(a) From and after expiration or earlier termination of this Lease
and resumption of Lessor's or its successor's operation, use or interest in the
Line, Lessee shall not be liable for any loss, damage, or claim to or concerning
the Line, any improvements or fixtures located thereon, the property of Lessor
or any third party, or for personal injury or death of any person that may
result from Lessor's operation, use or interest in the Line, unless the same is
due solely to Lessee's gross negligence or willful misconduct. Lessor shall
defend, indemnify and hold harmless Lessee from and against any and all such
loss, damage or claims, including its reasonable attorneys' fees and costs.
37. SEVERABILITY.
If any part of this Lease is determined to be invalid, illegal or
unenforceable, such determination shall not affect the validity, legality or
enforceability of any other part of this Lease and the remaining parts of this
Lease shall be enforced as if such invalid, illegal or unenforceable part were
not contained herein.
25
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be
executed in duplicate, each part being an original, as of the day and year first
above written.
CSX TRANSPORTATION, INC.
WITNESS:
/s/ ▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇
------------------------------- ----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇
-------------------------
Title: Director Title: VP Strategic Plng & Process
------------------------ Improvement
CENTRAL RAILROAD COMPANY
WITNESS: OF INDIANAPOLIS
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------- -----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------- ------------------------------
Title: Paralegal Title: Vice President and Treasurer
------------------------- ----------------------------
26
EXHIBIT A
DESCRIPTION OF LINE TO BE LEASED
DESCRIPTION OF PROPERTY AT AND IN ▇▇▇▇▇▇▇▇ COUNTY, OHIO
ALL THAT CERTAIN property of the Lessor, being the line of railroad situated in
the County of ▇▇▇▇▇▇▇▇ and State of Ohio known as the Fort ▇▇▇▇▇ Line, being
further described as follows:
BEGINNING at a point west of the City of Crestline, approximately 1,120 feet
west of the centerline of Highway 598, at Railroad Mile Post QF 191.28 (Railroad
Valuation Station 10121+06); thence extending in a general northwesterly
direction, passing through Township of Jefferson, Village of North ▇▇▇▇▇▇▇▇,
Township of ▇▇▇▇▇▇▇▇▇, City and Township of Bucyrus, crossing Lessor's Spore
Industrial Track, and crossing the now or former Norfolk Southern Railway,
thence continuing through the City and Township of Bucyrus to Railroad Mile Post
QF 200.60, thence through the City and Township of Bucyrus, crossing Sandusky
River, thence continuing through the City and Township of Bucyrus, Township of
▇▇▇▇ (also being in (a) the North Half of Section 15, North Half of Section 16,
North Half of Section 17 and North Half of Section 18, all in Township 20 North,
Range 20 West; (b) the Northeast Quarter of Section 13, South Half of Section
12, South Half of Section 11 and South Half and Northwest Quarter of Section 10,
all in Township 16 North, Range 21 West, (c) the South Half of Section 12, South
Half of Section 11, South Half and Northwest Quarter of Section 10, North Half
of Section 9, North Half of Section 8, Northeast Quarter of Section 7 and South
Half of Section 6, all in Township 3 South, Range 17 East, (d) the South Half of
Section 1, South Half of Section 2, South Half of Section 3, Southeast Quarter
and North Half of Section 4, North Half of Section 5 and North Half of Section
6, all in Township 3 South, Range 16 East and (e) the North Half of Section 1
and North Half of Section 2, all in Township 3 South, Range 15 East) to the
County Line in ▇▇▇▇ Township, the County of ▇▇▇▇▇▇▇▇ on the east and the County
of Wyandot on the west, at Railroad Mile Post QF 208.13 (Railroad Valuation
Station 11012+88), the place of ENDING, ALL as shown on Lessor's Pittsburgh,
Fort ▇▇▇▇▇ and Chicago Railway Valuation Map 1-OH, Sheets 140 through 142
inclusive and Valuation Map 3-OH, Sheets 1 through 18 inclusive, incorporated
herein by reference; copies of which are on file in the offices of Lessor and
Lessee.
TOGETHER WITH ALL THAT CERTAIN property of the Lessor, being the line of
railroad situate in the County of ▇▇▇▇▇▇▇▇ and State of Ohio known as SPORE
INDUSTRIAL TRACK being further described as follows:
BEGINNING in ▇▇▇▇▇▇ Township at Railroad Mile Post QFS 62.85 (Railroad Valuation
Station 3320+63), being the southeasterly abutment of Bridge No. 628 over Broken
Sword Creek, the beginning of Lessor's ownership; thence extending in a general
southeasterly direction, passing through the Township of ▇▇▇▇▇▇, City and
Township of Bucyrus, crossing Sandusky River, thence continuing through the City
and Township of Bucyrus, crossing the now or former Norfolk Southern Railway,
thence continuing through City and Township of Bucyrus (also being in (a) the
Northeast Quarter of Section 18, West Half and Southeast Quarter of Section 17,
Northeast Quarter of
27
Section 20, West Half and Southeast Quarter of Section 21, Northeast Quarter of
Section 28, Northwest and Southeast Quarters of Section 27, Southwest Quarter of
Section 26, North Half and Southeast Quarter of Section 35 and the Southwest
Quarter of Section 36, all in Township 2 South, Range 16 East and (b) the North
Half and Southeast Quarter of Section 1, in Township 3 South, Range 16 East) to
Railroad Mile Post QFS 69.32 (Railroad Valuation Station 3662+15), in Bucyrus
Township, being the northerly property line of Lessor's Fort ▇▇▇▇▇ Line, and the
place of ENDING; ALL as shown on Lessor's New York Central Valuation Map 301,
Sheets 38 through 42 inclusive, incorporated herein by reference; copies of
which are on file in the offices of Lessor and Lessee.
INCLUDING that parcel of land of the Lessor lying between the southerly line of
▇▇▇▇▇▇ Street and the Northerly line of Woodlawn Street; ALL as shown on Lessor
New York Central Valuation Map 301, Sheet 42, incorporated herein by reference;
copies of which are on file in the offices of Lessor and Lessee.
BEING a part or portion of the same premises which Consolidated Rail Corporation
conveyed to New York Central Lines, LLC, by document dated June 1, 1999 and
recorded in the Recorder's Office of ▇▇▇▇▇▇▇▇ County, Ohio, in Volume 481 at
page 001.
DESCRIPTION OF PROPERTY AT AND IN WYANDOT COUNTY, OHIO
ALL THAT CERTAIN property of the Lessor, being the line of railroad situate in
the County of Wyandot and State of Ohio known as the Fort ▇▇▇▇▇ Line, being
further described as follows:
BEGINNING in Antrim Township at the County Line, the County of ▇▇▇▇▇▇▇▇ on the
east and the County of Wyandot on the west, at Railroad Mile Post QF 208.13
(Railroad Valuation Station 11012+88); thence extending in a general westerly
direction, passing through Township of Antrim, and the City of Nevada, thence
continuing through Township of Antrim, Townships of Eden and Crane, crossing the
Sandusky River, thence continuing through Upper Sandusky, crossing the now or
former CSX Railroad, thence continuing through Upper Sandusky, Townships of
Salem and Mifflin, Kirby and Township of ▇▇▇▇▇▇▇ (also being in (a) the North
Half of Section 3, North Half of Section 4 and Northeast Quarter of ▇▇▇▇▇▇▇ ▇,
▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, (▇) the South Half of Section 32, South Half of
Section 31, Township 2 South, Range 15 East, (c) the South Half of Section 36,
South Half of Section 35, South Half of Section 34, South Half of Section 33,
South Half of Section 32, and South Half of ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇ ▇▇▇▇, (▇) the South Half of Section 36, South Half of Section 35, South Half
of Section 34 and Southeast Quarter of ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇▇, (▇) the Northwest Quarter of Section 3, North Half of Section 4, North
Half of Section 5, and North Half of Section 6, Township 3 South, Range 13 East,
and (f) the North Half and Southwest Quarter of Section 1, South Half of Section
2, South Half of Section 3 and the South Half of Section 4, Township 3 South,
Range 12 East) to the County Line, the County of Wyandot on the east and the
County of ▇▇▇▇▇▇ on the west, at Railroad Mile Post QF 228.38 (Railroad
Valuation Station 12083+38.5), the place of ENDING, in ▇▇▇▇▇▇▇ Township; ALL as
shown on Lessor's Pittsburgh, Fort ▇▇▇▇▇ and
28
Chicago Railway Valuation Map 3-OH, Sheets 18 through 39 inclusive, incorporated
herein by reference; copies of which are on file in the offices of Lessor and
Lessee.
BEING a part or portion of the same premises which Consolidated Rail Corporation
conveyed to New York Central Lines, LLC, by document dated June 1, 1999 and
recorded in the Recorder's Office of Wyandot County, Ohio, in Volume 4 at page
412.
DESCRIPTION OF PROPERTY AT AND IN ▇▇▇▇▇▇ COUNTY, OHIO
ALL THAT CERTAIN property of the Lessor, being the line of railroad situate in
the County of ▇▇▇▇▇▇ and State of Ohio known as Fort ▇▇▇▇▇ Line; being further
described as follows:
BEGINNING in ▇▇▇▇▇▇▇ Township at the County Line, the County of Wyandot on the
east and the County of ▇▇▇▇▇▇ on the west, at Railroad Mile Post QF 228.38
(Railroad Valuation Station 12083+38.5); thence extending in a general westerly
direction, passing through the Township of ▇▇▇▇▇▇▇, Town of Forest, Township of
▇▇▇▇▇▇▇▇▇, Town of Dunkirk, thence continuing through the Township of ▇▇▇▇▇▇▇▇▇
and Town of Dunkirk, Township of Washington, Town of Dola, Township of Liberty,
and Town of Ada (also being in (a) the Southeast Quarter of Section 5, North
Half of Section 8 and North Half of Section 7, Township 3 South, Range 12 East;
(b) the North Half of Section 12, North Half and Southwest Quarter of Section
11, South Half of Section 10, South Half of Section 9, South Half of Section 8,
Northwest Quarter of Section 17, and North Half of Section 18, Township 3 South,
Range 11 East; (c) the North Half of Section 13, North Half of Section 14,
Northeast Quarter and South Half of Section 15, South Half of Section 16, South
Half of Section 17, and South Half of Section 18, Township 3 South, Range 10
East; and (d) the Southeast Quarter of Section 13, North Half of Section 24,
North Half of Section 23, North Half of Section 22, North Half and Southwest
Quarter of Section 21, South Half of Section 20 and South Half of Section 19,
Township 3 South, Range 9 East) to the County Line, the County of ▇▇▇▇▇▇ on the
east and the County of ▇▇▇▇▇ on the west, at Railroad Mile Post QF 248.65
(Railroad Valuation Station 13154+27), the place of ENDING in Liberty Township,
ALL as shown on Lessor's Pittsburgh, Fort ▇▇▇▇▇ and Chicago Railway Valuation
Map 3-OH, Sheets 39 through 59 inclusive, incorporated herein by reference;
copies of which are on file in the offices of Lessor and Lessee.
BEING a part or portion of the same premises which Consolidated Rail Corporation
conveyed to New York Central Lines, LLC, by document dated June 1, 1999 and
recorded in the Recorder's Office of ▇▇▇▇▇▇ County, Ohio, in Volume 151 at page
282.
DESCRIPTION OF PROPERTY AT AND IN ▇▇▇▇▇ COUNTY, OHIO
ALL THAT CERTAIN property of the Lessor, being the line of railroad situate in
the County of ▇▇▇▇▇ and State of Ohio known as the Fort ▇▇▇▇▇ Line being further
described as follows:
BEGINNING at the County Line, in ▇▇▇▇▇▇▇ Township, the County of ▇▇▇▇▇▇ on the
east and the County of ▇▇▇▇▇ on the west, at Railroad Mile Post QF 248.65
(Railroad
29
Valuation Station 13154+27); thence extending in a general northwesterly
direction, passing through the Township of Jackson, Lafayette, Township of Bath,
City of Lima, crossing the now or former Grand Trunk Western Railroad (formerly
D.T. and I. Railroad), thence continuing through Township of Bath and City of
Lima, Township of Ottawa, crossing Ottawa River, thence continuing through City
of Lima and Township of Ottawa; thence continuing through City of Lima and
Township of Ottawa, Township of American, Elida, crossing Ottawa River, thence
continuing through Township of American, Township of ▇▇▇▇▇▇, crossing Auglaize
River, thence continuing through Township of Marion, Delphos, crossing the now
or former Indiana Hi-Rail Corp right of way, thence continuing through Delphos
(also being in (a) the South Half of Section 24, South Half of Section 23,
Southwest Quarter of Section 22, North Half of Section 27, North Half of Section
28, North Half of Section 29 and North Half of Section 30, all in Township 3
South, Range 8 East; (b) the Northeast Quarter and South Half of Section 25,
South Half of Section 26, South Half of Section 27, South Half of Section 28,
South Half of Section 29 and South Half of Section 30, all in Township 3 South,
Range 7 East; (c) the South Half and Northwest Quarter of Section 25, North Half
of Section 26, Southwest Quarter of Section 23, South Half and Northwest Quarter
of Section 22, Northeast Quarter of Section 21, South Half of Section 16,
Southeast Quarter and North Half of Section 17, Northeast Quarter of Section 18,
and South Half and Northwest Quarter of Section 7, all in Township 3 South,
Range 6 East; (d) the North Half of Section 12, Southwest Quarter of Section 1,
South Half and Northwest Quarter of Section 2, and Northeast Quarter of Section
3, all in Township 3 South, Range 5 East; and (e) the South Half of Section 34,
Southeast quarter and North Half of Section 33, Northeast Quarter of Section 32,
South Half and Northwest Quarter of Section 29, and the North Half of Section
30, all in Township 2 South, Range 5 East) to the County Line, the County of
▇▇▇▇▇ on the east and the County of Van ▇▇▇▇ on the west, at Railroad Mile Post
QF 274.61 (Railroad Valuation Station 14529+76), the place of ENDING IN THE
Miami-Erie Canal, ALL as shown on Lessor's Pittsburgh, Fort ▇▇▇▇▇ and Chicago
Railway Valuation Map 3-OH, Sheets 59 through 85 inclusive, incorporated herein
by reference; copies of which are on file in the offices of Lessor and Lessee.
BEING a part or portion of the same premises which Consolidated Rail Corporation
conveyed to New York Central Lines, LLC, by document dated June 1, 1999 and
recorded in the Recorder's Office of ▇▇▇▇▇ County, Ohio, in Volume 859 at page
170.
DESCRIPTION OF PROPERTY AT AND IN VAN ▇▇▇▇ COUNTY, OHIO
ALL THAT CERTAIN property of the Lessor, being the line of railroad situate in
the County of Van ▇▇▇▇ and State of Ohio known as Fort ▇▇▇▇▇ Line, being further
described as follows:
BEGINNING in Delphos, Washington Township at the County Line, the County of
▇▇▇▇▇ on the east and the County of Van ▇▇▇▇ on the west, at Railroad Mile Post
QF 274.61 (Railroad Valuation Station 14529+76); thence extending in a general
northwesterly direction, passing through Delphos, Township of Washington,
Middlepoint, Township of Ridge, Van ▇▇▇▇, Township of Pleasant; thence
continuing through Van ▇▇▇▇ and Township of Pleasant, Townships of Union and
▇▇▇▇▇, Convoy and continuing through Township of ▇▇▇▇▇ (also being in (a) the
North Half of Section 25, North Half of Section 26, Southwest Quarter of Section
23, South Half of Section 22, South Half of Section 21, Southeast Quarter and
North Half of Section 20, and North Half of Section 19, Township
30
2 South, Range 4 East; (b) the North Half of Section 24, Northeast Quarter of
Section 23, South Half of Section 14, South Half of Section 15, South Half of
Section 16, Southeast Quarter and North Half of Section 17 and North Half of
Section 18, Township 2 South, Range 3 East; (c) the North Half of Section 13,
Northeast Quarter of Section 14, South Half of Section 11, Southeast Quarter and
North Half of Section 10, Northeast Quarter of Section 9, South Half of Section
4, Southeast Quarter and North Half of Section 5 and Northeast Quarter of
Section 6, Township 2 South, Range 2 East; and (d) the South Half of Section 31,
Southeast Quarter and North Half of Section 36, Northeast Quarter of Section 35,
South Half of Section 26, Southeast Quarter and North Half of Section 27,
Northeast Quarter of Section 28, South Half of Section 21, Southeast Quarter and
North Half of Section 20, Northeast Quarter of Section 19 and the South Half of
Section 18, Township 1 South, Range 1 East) to the State Line, the County of Van
▇▇▇▇ and State of Ohio on the east and the County of ▇▇▇▇▇ and State of Indiana
on the west, at Railroad Mile Post QF 300.28 (Railroad Valuation Station
15886+01), the place of ENDING, in ▇▇▇▇▇ Township, ALL as shown on Lessor's
Pittsburgh, Fort ▇▇▇▇▇ and Chicago Railway Valuation Map 3-OH, sheets ST85
through 111 inclusive, incorporated herein by reference; copies of which are on
file in the offices of Lessor and Lessee.
TOGETHER WITH ALL THAT CERTAIN property of the Lessor, being the line of
railroad situate in the Township of Pleasant, County of Van ▇▇▇▇ and State of
Ohio known as Van ▇▇▇▇ Industrial Track, being further described as follows:
BEGINNING in Pleasant Township at Railroad Mile Post QFV 102.13 (Railroad
Valuation Station 5492+36.9), the beginning of Lessor's ownership, being the
centerline of Bridge No. 1021, carrying U.S. Route 30 over the tracks; thence
extending in a general southerly direction, passing through the Township of
Pleasant, Van ▇▇▇▇; thence continuing through Van ▇▇▇▇ and Township of Pleasant
(also being in the West Half of Section 12, Northwest Quarter of Section 13,
thence southerly along the dividing line between Sections 13 and 14, Sections 23
and 24, and Sections 25 and 26, all in Township 2 South, Range 2 East) to
Railroad Mile Post QFV 105.54 (Railroad Valuation Station 5312+60), being the
northerly line of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇, (▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇) the end of Lessor's
ownership in Pleasant Township, and the place of ENDING, ALL as shown on
Lessor's Cleveland, Cincinnati, Chicago and St. Louis Railway Valuation Map 51,
sheets 52 through 53b inclusive, incorporated herein by reference; copies of
which are on file in the offices of Lessor and Lessee.
BEING a part or portion of the same premises which Consolidated Rail Corporation
conveyed to New York Central Lines, LLC, by document dated June 1, 1999 and
recorded in the Recorder's Office of Van ▇▇▇▇ County, Ohio, in Volume 241 at
page 0531.
DESCRIPTION OF PROPERTY AT AND IN ▇▇▇▇▇ COUNTY, INDIANA
FORT ▇▇▇▇▇ LINE AND FORT ▇▇▇▇▇ SECONDARY TRACK
ALL THAT CERTAIN property of the Grantor, being the line of railroad situate in
the County of ▇▇▇▇▇ and State of Indiana, known as the Penn Central
Pittsburgh-Chicago Main Line (A/K/A Fort ▇▇▇▇▇ Line and Fort ▇▇▇▇▇ Secondary);
being further described as follows:
31
BEGINNING at the State Line, the County of Van ▇▇▇▇ and State of Ohio on the
east and the County of ▇▇▇▇▇ and State of Indiana on the west, at Railroad Mile
Post 300.28 (Railroad Valuation Station 15886+01); thence extending in a general
northwesterly direction, passing through Township of Monroe, Village of
Monroeville, Townships of Madison and Jefferson, Village of ▇▇▇▇▇▇, Township of
▇▇▇▇▇, City of Fort ▇▇▇▇▇ and Township of ▇▇▇▇▇ (also being in (a) the Northwest
Quarter of Section 26, Southwest Quarter of Section 23, South Half and Northwest
Quarter of Section 22, North Half of Section 21, Southwest Quarter of Section
16, South Half and Northwest Quarter of Section 17, North Half of Section 18,
Southwest Quarter of ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇ (▇) the South
Half and Northwest Quarter of Section 12, North Half of Section 11, Southwest
Quarter of Section 2, South Half and Northwest Quarter of Section 3 and North
Half of ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, (▇) the Southwest Quarter
of Section 33, South Half and Northwest Quarter of Section 32, Northeast Quarter
of Section 31, South Half of Section 30, Southeast Quarter and North Half of
Section 25, Northeast Quarter of Section 26, South Half of Section 23, Southeast
Quarter and North Half of Section 22, Northeast Quarter of Section 21, South
Half of Section 16, Southeast Quarter and North Half of Section 17, Northeast
Quarter of Section 18, South Half of Section 7, all in Township 30 North, Range
13 East, and (d) the Southeast Quarter and North Half of Section 12, in Township
30 North, Range 12 East) to Railroad Mile Post 319.20 (Railroad Valuation
Station 16886+23), the place of ENDING, ALL as shown on Grantor's Pittsburgh,
Fort ▇▇▇▇▇ and Chicago Railway Valuation Map 1-Ind, Sheets 1 through 15
inclusive and Valuation Map 2-Ind, Sheets 1 through ST5 inclusive, incorporated
herein by reference; copies of which are on file in the offices of Lessor and
Lessee.
Togetherwith a Yard Office Access Easement over and across a strip of land 40
ft. in width by 20 ft., more or less, in length, as generally shown on said
EXHIBIT A-1.
DESCRIPTION OF PROPERTY AT AND IN INDIANA KNOWN AS THE FORT ▇▇▇▇▇ MAIN LINE
BEING also formerly known as the PENN CENTRAL PITTSBURGH-CHICAGO MAIN LINE
between Fort ▇▇▇▇▇ (Rail Mile Post QF 319.2), Indiana and Calumet (Rail Mile
Post QF 441.8), Indiana, located in the counties of Allen, Whitley, Kosciusko,
Marshall, Starke, LaPorte, ▇▇▇▇▇▇ and Lake and consisting of 122.6 miles, more
or less, of operating corridor, more particularly described as follows:
BEGINNING at Rail Mile Post QF 319.2 in the City of Fort ▇▇▇▇▇ ▇▇▇▇ by northwest
through the counties of ▇▇▇▇▇, ▇▇▇▇▇▇▇ and Kosciusko to Rail Mile Post QF 363.0
▇▇▇▇▇▇▇▇ Township; in the City of Fort ▇▇▇▇▇ between State Boulevard and
Valuation Station 131+58, thence from Rail Mile Post QF 363.0 ▇▇▇▇▇▇▇▇ Township,
west by northwest through the counties of Kosciusko, Marshall, Starke, LaPorte
and ▇▇▇▇▇▇ to Rail Mile Post QF 424.0 in the City of Valparaiso, Center
Township; thence from Rail Mile Post QF 424.0 in the City of Valparaiso, west by
northwest though the counties of ▇▇▇▇▇▇ and Lake to Rail Mile Post QF 441.80,
Valuation Station 23356+96, in the City of ▇▇▇▇, Calumet Township and the place
of ENDING.
32
BEING a part or portion of the same premises which Norfolk Southern Railway
Company conveyed to New York Central Lines, LLC, by document dated June 1, 1999.
DESCRIPTION OF PROPERTY AT AND IN INDIANA KNOWN AS THE DECATUR SECONDARY AND
DECATUR INDUSTRIAL TRACK
ALL THAT CERTAIN PROPERTY Lessor, being the line of railroad situated in the
Counties of ▇▇▇▇▇ and ▇▇▇▇▇, State of Indiana know as DECATUR SECONDARY TRACK
AND DECATUR INDUSTRIAL TRACK, being more further described as follows:
BEGINNING at the north line of ▇▇▇▇▇▇▇▇▇ Street in City of Decatur, ▇▇▇▇▇ County
at Railroad Mile Post 70.38 (Railroad Valuation Station 3716+13); thence
extending in a general northwesterly direction, passing through City of Decatur
and Township of Washington and Root to the County line , the County of ▇▇▇▇▇ on
the South and the County of ▇▇▇▇▇ on the north at Railroad Milepost 77.34
(Railroad Valuations Stations 4083+69); thence into the County of ▇▇▇▇▇ at
Railroad Mile Post 77.34 (Railroad Valuation Station 4083+69); thence extending
in a general northwesterly direction, passing through Township of Madison,
Hoagland, and Townships of ▇▇▇▇▇▇ and ▇▇▇▇▇ at Railroad Mile Post 86.55
(Railroad Valuation Station 4569+79.5), the place of ENDING, ALL as shown on
Grantor's Philadelphia, Baltimore and Washington Railroad Company Valuation Map
18-Ind, Sheets 35 through 43 inclusive, incorporated herein by reference; copies
of which are on file in the offices of Lessor and Lessee.
TOGETHER WITH all that certain property of Lessor's, being the line of railroad
situate in the County of ▇▇▇▇▇ and State of Indiana known as the DECATUR
INDUSTRIAL TRACK.
BEGINNING at Railroad Mile post 96.10 (Railroad Valuation Station 5076+91),
being the southerly extenuation of the west line of an alley being 185' +/- west
of the centerline of Third Street, in the City of Decatur, thence extending in a
generally westerly direction, passing through City of Decatur and Township of
Washing to Railroad Mile Post 97.59 (Railroad Valuation Station 5155+00), being
the southeasterly line of Decatur Road, (aka West Monroe Street), the end of
Lessor's ownership and the place of ENDING, ALL as shown on Grantor's Erie
Lackawanna Railway Valuation Map 1-IND, 5, 5A and 6 inclusive, incorporated
herein by reference; copies of which are on file in the offices of Lessor and
Lessee; copies of which are on file in the offices of Lessor and Lessee.
BEING a part or portion of the same premises which Consolidated Rail Corporation
conveyed to New York Central Lines, LLC, by document dated June 1, 1999 and
recorded in the Recorder's Office of ▇▇▇▇▇ County, Indiana, under Document
Number 990058016 and recorded in the Recorder's Office of ▇▇▇▇▇ County, Indiana
in Volume 229 at page 88.
33
EXHIBIT B
EQUIPMENT TO BE REMOVED BY LESSOR
INVENTORY LOCATION UOM ON-HAND QTY ITEM DESCRIPTION
Ft. ▇▇▇▇▇ Secondary EA 25 PLATE TIE PANDROL 7-3/4X15-3/4 WITH 4 1"
Ft. ▇▇▇▇▇ Secondary EA 250 ANCHOR RAIL 127 ▇▇▇▇▇▇ 6-1/4 DRIVE CSX S
Ft. ▇▇▇▇▇ Secondary BI 25 BAR JOINT 132RE 36" 6-6-7-1/8-6-6 ELEV 3
Ft. ▇▇▇▇▇ Secondary JO 4 JOINT COMP 141RE TO 136RE DRILLED 141RE
Ft. ▇▇▇▇▇ Secondary JO 1 JOINT INSULATED 115RE 19'-6" EPOXY ASSEM
Ft. ▇▇▇▇▇ Secondary JO 1 JOINT INSULATED 132RE 19'-6" EPOXY ASSEM
Ft. ▇▇▇▇▇ Secondary JO 2 JOINT INSULATED 136RE 19'-6" EPOXY ASSEM
Ft. ▇▇▇▇▇ Secondary KE 3 SPIKE TRACK 5/8 X 6 UH HIGH CARBON STEEL
Ft. ▇▇▇▇▇ Secondary EA 3 JOINT COMP 140 RE PC TO 131 RE PRRNH 6 H
Ft. ▇▇▇▇▇ Secondary EA 9 JOINT COMP 140 RE PC TO 133 RE PRRNH 6-H
Ft. ▇▇▇▇▇ Secondary EA 1 POINT SWITCH 140RE 16FT 6IN LEFT HOUSED
Ft. ▇▇▇▇▇ Secondary EA 1 POINT SWITCH 132RE 27FT(16FT 6IN SW ALIN
Ft. ▇▇▇▇▇ Secondary PC 18 TIE SWITCH CREO 7 X 9 X 9
Ft. ▇▇▇▇▇ Secondary PC 3 TIE SWITCH CREO 7 X 9 X 12
Ft. ▇▇▇▇▇ Secondary PC 4 TIE SWITCH CREO 7 X 9 X 13
Ft. ▇▇▇▇▇ Secondary LF 480 RAIL 136 RE NEW MH JNTD
Ft. ▇▇▇▇▇ Secondary LF 827 RAIL 131 RE SH JNTD DRILLED 2-1/2-6-1/2-
Ft. ▇▇▇▇▇ Secondary LF 4,093 RAIL ▇▇▇ ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇-▇/▇-▇-▇ ▇▇
Ft. ▇▇▇▇▇ Secondary LF 781 RAIL 133 RE SH JNTD
Ft. ▇▇▇▇▇ Secondary LF 369 RAIL 136 RE SH JNTD
Ft. ▇▇▇▇▇ Secondary LF 963 RAIL 140 RE SH JNTD
Ft. ▇▇▇▇▇ Secondary LF 40 SCRAP RAIL 100 LB
Ft. ▇▇▇▇▇ Secondary LF 4,255 SCRAP RAIL ALL LENGTHS 127 LB
Ft. ▇▇▇▇▇ Secondary LF 78 SCRAP RAIL JOINTED 131 LB
Ft. ▇▇▇▇▇ Secondary LF 396 SCRAP RAIL 132 LB
Ft. ▇▇▇▇▇ Secondary LF 195 SCRAP RAIL 133 LB
Ft. ▇▇▇▇▇ Secondary LF 78 SCRAP RAIL 136 LB ALL LENGTHS
Ft. ▇▇▇▇▇ Secondary LF 355 SCRAP RAIL ALL LENGTHS 140 LB
Ft. ▇▇▇▇▇ Line EA ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ 132/136/141 6" BASE
Ft. ▇▇▇▇▇ Line EA 75 PLATE TIE 7-3/4 X 14 DS FOR 131 132RE RA
Ft. ▇▇▇▇▇ Line EA 50 PLATE TIE 7-3/4 X 14-3/4 8-HOLE 132 AREA
Ft. ▇▇▇▇▇ Line EA 300 PLATE TIE 7-3/4 X 14-3/4 8-HOLE 132 AREA
Ft. ▇▇▇▇▇ Line PR 4 BAR JOINT 115LB RE POOR & CO DNP-US E UP
Ft. ▇▇▇▇▇ Line PR 4 BAR JOINT ▇▇▇ ▇▇ ▇-▇ ▇▇▇ ▇-▇-▇-▇/▇- ▇-▇▇
▇▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇ BAR JOINT 131 RE ▇-▇ ▇▇▇ ▇-▇-▇-▇/▇- ▇-▇
▇▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇ BAR JOINT 132LB RE -136LB RE PCHD 6 -6-7
Ft. ▇▇▇▇▇ Line PR 1 BAR JOINT 133 RE ▇-▇ ▇▇▇ ▇-▇-▇-▇/▇- ▇-▇
▇▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇ BAR JOINT 140RE ▇-▇ ▇▇▇▇ ▇-▇-▇-▇/▇- ▇-▇
▇▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇ BAR SPLICE 105DY TOELESS HEAD FREE6 HOLE
Ft. ▇▇▇▇▇ Line EA 40 BOLT TRACK 1-1/8 X 5-3/4 IN ELL NECK CR
Ft. ▇▇▇▇▇ Line EA 2 CLIP ROCKER ADJ F/VERTICAL RODS 119-132-
34
INVENTORY LOCATION UOM ON-HAND QTY ITEM DESCRIPTION
Ft. ▇▇▇▇▇ Line EA 1 FROG RBM 140RE NO 8 L/PLATES PL 74140 EX
Ft. ▇▇▇▇▇ Line EA 5 JOINT COMP 132 RE CR TO 105 DY NYCNH 6 H
Ft. ▇▇▇▇▇ Line EA 5 JOINT COMP 132 RE CR TO 130 PS PRRLH 6-H
Ft. ▇▇▇▇▇ Line EA 4 JOINT COMP 132-RE CR TO 119-RE CR LH 6-H
Ft. ▇▇▇▇▇ Line EA 8 JOINT COMP 136 RE CR TO 131 RE PRRNH 6 H
Ft. ▇▇▇▇▇ Line EA 1 JOINT COMP ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇
Ft. ▇▇▇▇▇ Line EA 2 JOINT COMP 115 RE PRR TO 100 PS PRR RH 6
Ft. ▇▇▇▇▇ Line EA 1 JOINT COMP 119 RE PC TO 100 PS PRRLH 6-H
Ft. ▇▇▇▇▇ Line EA 2 JOINT COMP 130 PS PRR TO 100 PS PRR LH 6
Ft. ▇▇▇▇▇ Line EA 6 JOINT COMP ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇
Ft. ▇▇▇▇▇ Line EA 2 JOINT COMP 130 PS PRR TO 127 DYM NYC RH
Ft. ▇▇▇▇▇ Line EA 4 JOINT COMP 131 RE PRR TO 130 PS PRR LH 6
Ft. ▇▇▇▇▇ Line EA 2 JOINT COMP 131 RE PRR TO 130 PS PRR RH 6
Ft. ▇▇▇▇▇ Line EA 5 JOINT COMP 136RE TO 132RE NH 6 HOLE 36 I
Ft. ▇▇▇▇▇ Line EA 3 JOINT COMP 140 RE PC TO 130 PS PRRLH 6-H
Ft. ▇▇▇▇▇ Line EA 2 JOINT COMP ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇ Line EA 2 JOINT COMP 140 RE PC TO 130 PS PRRRH 6-H
Ft. ▇▇▇▇▇ Line EA 2 JOINT COMP 140 RE PC TO 131 RE PRRNH 6 H
Ft. ▇▇▇▇▇ Line EA 6 JOINT COMP 140 RE PC TO 133 RE PRRNH 6-H
Ft. ▇▇▇▇▇ Line EA 10 JOINT COMP ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇ Line EA 2 JOINT COMP ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇
Ft. ▇▇▇▇▇ Line EA 1 JOINT COMP ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇
Ft. ▇▇▇▇▇ Line EA 1 JOINT INSULATED 136RE FACTORY BONDED PER
Ft. ▇▇▇▇▇ Line EA 1 POINT SWITCH 140RE 20FT CURVED RIGHT NOT
Ft. ▇▇▇▇▇ Line EA 1 POINT SWITCH 140RE 30FT CURVED LEFT NOT
Ft. ▇▇▇▇▇ Line EA 1 POINT SWITCH 132RE 26FT RIGHT CURVED UND
Ft. ▇▇▇▇▇ Line EA 1 POINT SWITCH 140RE 39FT RIGHT STRAIGHT ▇
▇▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 27FT(16FT 6IN SW ALIN
Ft. ▇▇▇▇▇ Line EA 1 POINT SWITCH 132RE 27FT(16FT 6IN SW ALIN
Ft. ▇▇▇▇▇ Line EA 250 SPIKE DRIVE WASHER HD 11/16 X 12 IN AREA
Ft. ▇▇▇▇▇ Line PC 2 POST CREO WOOD 16 TYPE I PER CSX DWG 40
Ft. ▇▇▇▇▇ Line EA 3 TIE CROSS CREO MAINLINE
Ft. ▇▇▇▇▇ Line PC 11 TIE SWITCH CREO 7 X 9 X 9
Ft. ▇▇▇▇▇ Line PC 13 TIE SWITCH CREO 7 X 9 X 10
Ft. ▇▇▇▇▇ Line PC 11 TIE SWITCH CREO 7 X 9 X 11
Ft. ▇▇▇▇▇ Line PC 12 TIE SWITCH CREO 7 X 9 X 12
Ft. ▇▇▇▇▇ Line PC 4 TIE SWITCH CREO 7 X 9 X 14
Ft. ▇▇▇▇▇ Line PC 6 TIE SWITCH CREO 7 X 9 X 15
Ft. ▇▇▇▇▇ Line PC 5 TIE SWITCH CREO 7 X 9 X 16
Ft. ▇▇▇▇▇ Line LF 829 RAIL 105 DUD SH JNTD
Ft. ▇▇▇▇▇ Line LF 118 RAIL 131 RE SH JNTD DRILLED 2-1/2-6-1/2-
Ft. ▇▇▇▇▇ Line LF 390 RAIL 133 RE SH JNTD
Ft. ▇▇▇▇▇ Line LF 52 RAIL 140 RE SH JNTD
Ft. ▇▇▇▇▇ Line EA 1 RAIL STOCK 132RE NO-HAND 39FT FULLY HEAT
Ft. ▇▇▇▇▇ Line LF 320 SCRAP RAIL 133 ▇▇
▇▇▇▇ Street Yard Office EA 2 MAINFRAME PRINTERS
▇▇▇▇ Street Yard Office EA 1 DESKTOP BASE
35
INVENTORY LOCATION UOM ON-HAND QTY ITEM DESCRIPTION
▇▇▇▇ Street Yard Office EA 2 DIALUP DESKTOPS
▇▇▇▇ Street Yard Office EA 1 CONTROLLER
Piqua Yard Office EA 1 DESKTOP RADIO BASE
Piqua Yard Office EA 2 PC/DESKTOPS
Piqua Yard Office EA 7 THIN CLIENT TUBES
Piqua Yard Office EA 5 THIN CLIENT PRINTERS
Piqua Yard Office EA 1 NETWORK
Piqua Yard Office EA 1 FRAME CIRCUIT
Warsaw Yard Office EA 1 OBRS
Warsaw Yard Office EA 1 THIN CLIENT
Warsaw Yard Office EA 1 FRAME CIRCUIT
36
EXHIBIT C
LIST OF NAMES AND ADDRESSES FOR NOTICE PURPOSES
Notices to Lessor shall be delivered to:
Property Services Department
Director of Corridor Administration
CSX Transportation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With copies to:
AVP Network Rationalization
CSX Transportation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Director - Rail Network Marketing
CSX Transportation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Notices to LESSEE shall be delivered to:
General Manager
Central Railroad of Indianapolis
d/b/a Chicago, Ft. ▇▇▇▇▇ & Eastern Railroad, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With copies to:
VP - General Counsel
RailAmerica, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇. ▇.▇.
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
37
EXHIBIT D
ASSIGNMENT AND ASSUMPTION OF VARIOUS
AGREEMENTS, LEASES, LICENSES AND ORDINANCES
FOR VALUE RECEIVED, in connection with that certain Lease Agreement
dated as of July 26th, 2004 by and between CSX Transportation, Inc., hereinafter
referred to as "Assignor," and Central Railroad Company of Indianapolis, d/b/a
Chicago, Ft. ▇▇▇▇▇ & Eastern Railroad, hereinafter referred to as "Assignee"
(the "Lease"), Assignor does hereby (i) fully assign unto Assignee all of the
right, title and interest of Assignor in those agreements, leases, licenses and
ordinances, indicated on Exhibit D-1, attached hereto and made a part hereof
Assignee does hereby assume, to the extent of the interest hereby
assigned, all of the covenants, promises and obligations of Assignor contained
within the subject agreements, leases, licenses and ordinances. Lessor shall be
entitled to retain any and all rentals, fees and the like received prior to the
Commencement Date of the Lease, without proration. Lessee shall be entitled to
retain any and all rentals, fees and the like received prior to the expiration
or earlier termination of the Lease, without proration.
Upon the termination or expiration of the aforementioned Lease, the
assignments made by this instrument shall terminate. Within a reasonable time
from the date of the termination or expiration of the Lease Agreement, Assignee
shall deliver to Assignor the original documents listed on Exhibits D-1 plus the
original of any amendments to the documents listed thereon.
The effective date of this instrument is August 1, 2004.
ASSIGNOR:
ATTEST: /s/ ▇▇▇ ▇▇▇▇▇
-----------------------------------
/s/ ▇▇▇▇▇ ▇▇▇▇ By: ▇▇▇ ▇▇▇▇▇
--------------------------------- --------------------------------
Title: Director Title: VP Strategic Planning &
Process Improvement
ASSIGNEE:
ATTEST: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------- --------------------------------
Title: Paralegal Title: Vice President and Treasurer
38
EXHIBIT D-1
FULL ASSIGNMENT
CONTRACT # NAME DATE TYPE MILEPOST
---------- ---- ---- ---- --------
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇ ▇▇/▇▇/▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ Private QF 390
CR 000107 GENERAL ELECTRIC CO 09/22/1931 Crossing - Roadway Private QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ HIGHWAY DEPT 07/26/1929 Track Lease - Loading/Unloading QFD 7962
CR 000696 ▇▇▇▇▇▇ COUNTY FARM BUREAU COOP ASSOCIATI 08/21/1995 Track Lease - Loading/Unloading QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇ 03/31/1917 Crossing - Roadway Private QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇ 08/31/1916 Crossing - Roadway Private QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇ DOT 03/15/1960 Crossing - Roadway Public QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ OF 01/25/1995 Crossing - Signal QF 43238
CR 022743 ▇▇▇ ▇▇▇▇▇ LUMBER AND HARDWARE CO 04/04/1997 Track Lease - Loading/Unloading QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ 05/24/1926 Sidetrack QF 31757
CR 046421 200 PENNSYLVANIA RAILROAD CO 05/24/1926 Sidetrack QF 31757
CR 052648 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ 04/09/1930 Sidetrack QF 31757
CR 052648 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ AND CHICAGO 04/09/1930 Sidetrack QF 31757
CR 067401 100 NORFOLK AND WESTERN 04/28/1936 Crossing - Underpass/Viaduct QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 04/28/1936 Crossing - Underpass/Viaduct QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ AND DETROIT 04/28/1936 Crossing - Underpass/Viaduct QF 20000
CR 067401 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ AND CHICAG 04/28/1936 Crossing - Underpass/Viaduct QF 20000
CR 070232 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇/▇▇/▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ Private QFS 69
CR 072626 NORFOLK AND WESTERN RAILWAY CO ET AL 03/16/1976 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇ DOT 08/27/1997 Crossing - Roadway Public QF 43853
CR 080174 ILLINOIS CENTRAL RR N/A Crossing - Roadway Private QF 43743
CR 080174 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ AND CHICAG N/A Crossing - Roadway Private QF 43743
CR 085693 INTERNATIONAL TRUCK AND ENGINE 10/01/1945 Crossing - Roadway Private QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 08/17/1948 Crossing - Signal QFV 103
CR 100775 VAN ▇▇▇▇ CITY OF 12/29/1952 Sidetrack QFV 103
CR 109577 VAN ▇▇▇▇ CITY OF 03/07/1956 Sidetrack QFV 103
CR 118704 VAN ▇▇▇▇ CITY OF 01/30/1958 Drainage Ditch QFV ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ OF 06/06/1960 Crossing - Overpass QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 12/21/1960 Crossing - Signal QFS ▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 05/27/1965 Crossing - Overpass QFV ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 02/28/1966 Crossing - Overpass QFS 68
CR 148397 PROCTER AND ▇▇▇▇▇▇ 10/27/1967 Sidetrack QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ OF 12/17/1968 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇ DOT 06/25/1959 Crossing - Roadway Public QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 11/01/1971 Crossing - Signal QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PUBLIC SERVICE COMMISSION 04/23/1971 Crossing - Signal QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ OF OHIO 03/16/1972 Crossing - Signal QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ DEVELOPMENT CO 04/12/1972 Crossing - Roadway Public QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇ DOT 03/14/1972 Crossing - Overpass QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 06/28/1972 Crossing - Signal QF ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇ DOT 03/21/1972 Crossing - Signal QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ OF 12/08/1967 Crossing - Overpass QF 26258
CR 174459 PROCTER AND ▇▇▇▇▇▇ MANUFACTURING 09/28/1972 Sidetrack QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ OF 10/21/1965 Crossing - Roadway Public QF 440
39
CONTRACT # NAME DATE TYPE MILEPOST
---------- ---- ---- ---- --------
CR 177140 CROP FERTILITY SPECIALISTS INC 02/01/1973 Sidetrack QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 10/14/1965 Crossing - Overpass QF 290
CR 178077 LARWILL TOWN OF 12/10/1964 Crossing - Overpass QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 04/10/1964 Crossing - Overpass QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇ DOT 09/24/1963 Crossing QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 04/29/1963 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ OF 01/07/1963 Crossing - Roadway Public QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ BOARD OF COMMISSIONERS 04/12/1961 Crossing - Overpass QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 11/03/1960 Crossing - Signal QFS ▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ OF 04/11/1960 Crossing - Signal QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ OF 03/13/1974 Crossing - Roadway Public QF ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 08/13/1959 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ OF 03/01/1974 Crossing - Signal QF ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ OF 06/25/1959 Crossing - Overpass QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ OF 04/23/1956 Crossing - Signal QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ OF 08/07/1975 Crossing - Signal QF ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ OF 08/07/1975 Crossing QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ CITY OF 08/07/1975 Crossing - Signal QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ OF IN 10/07/1975 Crossing - Signal QF ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ OF IN 11/13/1975 Crossing - Signal QF ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ AND SUPPLY CO 03/29/1930 Sidetrack QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 09/25/1964 Sidetrack QF 262
CR 203164 ▇▇▇▇▇▇▇ ▇▇▇▇▇ J 04/10/1953 Sidetrack QF 338
CR 203164 100 LML ENGINEERING AND MANUFACTURIN 04/10/1953 Sidetrack QF 338
CR 203164 200 ▇▇▇▇▇ ▇▇▇▇▇ D 04/10/1953 Sidetrack QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ OF INDIANA 07/18/1925 Sidetrack QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PETROLEUM CO 09/19/1927 Sidetrack QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MERCHANTILE CO 07/31/1946 Sidetrack QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ AND COAL 01/11/1911 Sidetrack QF 294
CR 203339 ▇▇▇▇▇▇ COAL 04/15/1948 Sidetrack QF 286
CR 203344 DELPHOS SOYA PRODUCTS 02/01/1949 Sidetrack QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ EQUITY UNION EXCHANGE 05/27/1949 Sidetrack QF 304
CR 203391 GENERAL ELECTRIC CO 01/12/1931 Sidetrack QF ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ CORP 02/06/1948 Sidetrack QF 320
CR 204080 DELPHOS SOYA PRODUCTS 08/15/1960 Sidetrack QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ OF 02/18/1976 Crossing - Signal QF ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ OF HIGHWAY COMMISSION 02/25/1976 Crossing - Roadway Public QF ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ OF DEPT OF HIGHWAYS 07/09/1952 Crossing - Signal QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ OF 03/12/1952 Crossing - Signal QFD 79
CR 210822 BITUMINOUS MATERIALS CO INC 07/01/1976 Sidetrack QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 10/09/1950 Crossing - Signal QFS ▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 07/19/1949 Crossing - Signal QFS ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 07/19/1949 Crossing - Signal QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 06/19/1977 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 08/30/1948 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 08/30/1948 Crossing - Signal QF 24220
40
CONTRACT # NAME DATE TYPE MILEPOST
---------- ---- ---- ---- --------
CR 214930 ▇▇▇▇▇▇ COUNTY OF 02/25/1977 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ OF 07/16/1976 Crossing - Overpass QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ RAIL 06/15/1977 Real Estate QF ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ 10/20/1977 Crossing - Roadway Public QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 02/22/1978 Crossing - Roadway Public QF 25693
CR 223328 ▇▇▇▇▇ EQUITY EXCHANGE CO 02/03/1978 Track Lease - Loading/Unloading QFV 103
CR 224495 AG PLUS LP 04/07/1961 Track Lease - Storage Only QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 04/28/1978 Crossing - Roadway Public QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 08/16/1978 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ INDIANA 09/29/1978 Crossing - Signal QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ FARM BUREAU COOP ASSOC 05/15/1978 Sidetrack QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ OF 08/30/1978 Crossing - Signal QF ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 01/10/1979 Crossing - Signal QFS ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ OF 05/05/1978 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 08/09/1979 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 08/29/1979 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 08/29/1979 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ HIGHWAY COMMISSION 04/10/1980 Crossing - Overpass QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ OF 08/22/1979 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ OF 04/30/1980 Crossing - Roadway Public QF 31668
CR 240879 ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇/▇▇/▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ Public QF 20097
CR 240882 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇/▇▇/▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ Public QF 21698
CR 241388 NORFOLK AND WESTERN N/A Crossing - Roadway Public QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 08/14/1980 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 05/27/1980 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ WESTERN 01/01/1979 Crossing - Roadway Public QF ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ OF 03/17/1980 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ OF 05/13/1981 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ OF DEPT OF HIGHWAYS 08/31/1981 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 10/16/1981 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 10/27/1981 Crossing - Signal QF 26463
CR 247388 WANATAH TOWN OF 03/24/1981 Crossing - Signal QF 41504
CR 248411 WANATAH TOWN OF 07/24/1981 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 08/11/1982 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 08/16/1982 Crossing - Signal QF 21715
CR 256973 ▇▇▇▇▇▇ GRAIN CORP 08/04/1983 Real Estate - Track QF 21702
CR 260332 CONVOY EQUITY EXCHANGE CO 06/17/1968 Track Lease - Storage Only QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ INC 02/01/1949 Track Lease - Storage Only QF ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ MANUFACTURING CO 09/17/1970 Track Lease - Switching QF ▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ OF 10/18/1982 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ OF 12/22/1983 Crossing - Roadway Public QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ OF 12/22/1983 Crossing - Roadway Public QF 32304
CR 270590 ESSEX GROUP INC 06/01/1984 Sidetrack QF 33283
CR 275231 ▇▇▇▇▇▇ MILLING 01/23/1985 Sidetrack QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ RY 06/29/1927 Crossing - Roadway Private QF 21753
41
CONTRACT # NAME DATE TYPE MILEPOST
---------- ---- ---- ---- --------
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 03/13/1985 Crossing - Signal QF 26525
CR 278027 NORTH WESTERN GRAND TRUNK RAILWAY CO N/A Crossing - Roadway Private QF 42683
CR 282380 NATIONAL LIME AND STONE CO 04/15/1986 Sidetrack QFS ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ OF 02/20/1986 Crossing - Roadway Public QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ OF 03/13/1986 Crossing - Overpass QF 42168
CR 287694 SUPERIOR CONSTRUCTION CO INC 10/21/1986 Crossing - Roadway Private QF 422
CR 288001 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇/▇▇/▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ Private QF 42387
CR 289308 ▇▇▇▇▇▇ AGRI SERVICE INC 06/03/1987 Track Lease - Storage Only QF ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ OF 09/21/1987 Crossing - Signal QFD 8421
CR 290561 VAN ▇▇▇▇ TERMINAL LLC 01/08/1988 Sidetrack QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ OF 12/09/1986 Crossing - Overpass QFD ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ OF 12/04/1987 Crossing - Overpass QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇ DOT 04/11/1988 Crossing - Roadway Public QF 43860
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ OF 05/05/1925 Crossing - Roadway Public QF 3192
CR 291814 100 NORFOLK AND WESTERN 05/05/1925 Crossing - Roadway Public QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 12/09/1988 Crossing - Signal QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ TECHNOLOGIES AUTOMOTIVE INC 12/02/1988 Sidetrack QF ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ BOARD OF COMMISSIONERS 12/30/1988 Crossing - Overpass QF 42443
CR 294563 DELPHOS CITY OF 04/10/1989 Crossing - Roadway Public QF 26713
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ OF 06/19/1989 Crossing QF 32094
CR 302214 FARMERS COMMISSION CO 09/24/1991 Sidetrack QF ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ WESTERN 12/14/1991 Crossing - Underpass/Viaduct QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ OF 02/08/1994 Crossing - Overpass QF ▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇ DOT 09/22/1992 Crossing - Overpass QF 38182
CR 309542 AMERICAN TOWNSHIP OF 06/05/1995 Crossing - Signal QF 26351
CR 310352 E M P COOP 10/31/1995 Sidetrack QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇ 01/22/1997 Sidetrack QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 10/29/1998 Crossing - Overpass QF 20727
CR 332905 ▇▇▇▇▇▇ AGRI SERVICE INC 12/22/1998 Sidetrack QF ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ OF 11/30/1998 Crossing - Signal QF 22900
CR 566720 ▇▇▇▇▇▇ ALUMINUM AND CHEMICAL CORP 04/20/1956 Sidetrack QF 414
CSX 037555 IN DOT 01/10/2000 Crossing - Signal QF 38461
CSX 038749 IN DOT 04/20/2000 Crossing - Signal QF 42109
CSX 052582 VAN ▇▇▇▇ COUNTY OH 06/03/2003 Crossing - Roadway Public QF 29945
CSX 052716 IN DOT 04/28/2003 Crossing - Roadway Public QF 35250
CSX 052716 IN DOT 04/28/2003 Crossing - Signal QF 35250
NYC 040089 DLUBAK GLASS CO INC 11/14/2000 Sidetrack - Cash and Refund QF 21817
NYC 042320 STEEL DYNAMICS INC 09/24/2001 Sidetrack QF 33049
42
