Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 33 146K
2: EX-3 Exhibit 3.2 9 35K
3: EX-4 Exhibit 4.16E 10 31K
4: EX-4 Exhibit 4.17C 12 29K
5: EX-10 Exhibit 10.10 67 222K
6: EX-10 Exhibit 10.15 96 292K
7: EX-10 Exhibit 10.26 3 16K
8: EX-10 Exhibit 10.60 6 28K
9: EX-10 Exhibit 10.61 21 70K
10: EX-10 Exhibit 10.62 21 70K
11: EX-10 Exhibit 10.63 21 70K
12: EX-10 Exhibit 10.64 21 70K
13: EX-10 Exhibit 10.65 21 70K
14: EX-10 Exhibit 10.66 21 70K
15: EX-10 Exhibit 10.67 51 214K
16: EX-10 Exhibit 10.68 8 23K
17: EX-10 Exhibit 10.69 1 7K
18: EX-13 Annual or Quarterly Report to Security Holders 29 115K
19: EX-21 Subsidiaries of the Registrant 1 7K
20: EX-27 Financial Data Schedule (Pre-XBRL) 1 11K
22: EX-99 Exhibit 99.1 2 10K
21: EX-99 Miscellaneous Exhibit 2 9K
EX-10 — Exhibit 10.26
| EX-10 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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AMENDMENT NO. 10 TO PURCHASE OF SERVICE AGREEMENT
BETWEEN THE COMMUTER RAIL DIVISION AND THE
CHICAGO AND NORTH WESTERN RAILWAY COMPANY
The Commuter Rail Division of the Regional Transportation
Authority ("CRD") and the Chicago and North Western Railway
Company ("Railroad") hereby agree to amend the Purchase of
Service Agreement ("Agreement") between the CRD and the C&NW
dated October 1, 1984, as follows:
1. Section 3.01--Property Dispositions shall be amended to
read:
"(a) Railroad agrees that (1) it will not sell, lease,
abandon, scrap or otherwise dispose of any of the properties
described in subsection 3.01(b) below ('Contract Services
Property'), if such disposition will impair the performance by
Railroad of the Contract Services which are required to be
provided at the time of such disposition or any time during the
term of this Agreement; and (2) in any case not within clause (1)
above, it will not sell, lease, mortgage, abandon, scrap or
otherwise dispose of or encumber any Contract Services Property
unless, not less than 45 days prior to the earlier of the date of
such sale, lease, mortgage, abandonment, scrapping or other
disposition or the entering into by Railroad of any agreement
therefore, written notice thereof is given by Railroad to the
CRD, which notice shall set forth a description of the property
to be disposed of, and the price and other terms and conditions
of such proposed disposition. The requirements of clause (2)
above shall not apply to a disposition of property to a party
having eminent domain power or for public or quasi-public utility
purposes or to property leased if the lease is cancelable upon
not more than 90-day notice. With respect to Contract Services
Property which is used primarily for Contract Services, Railroad
shall offer in such notice, with the exception of notices of
mortgages, to transfer such property to the CRD at a price and on
other terms and conditions not less favorable than those of the
proposed disposition. If the CRD does not accept such offer
within such 45 days, the offer shall be deemed to be rejected."
2. Section 3.03 Chicago Passenger Terminal shall be amended by
deleting the entire section, and the deletion will be
replaced with:
"CRD owns the Chicago Passenger Terminal (CPT). Railroad
shall, during the term of this Agreement or any extension
thereof, continue to operate and maintain CPT to provide Contract
Services or Public Transportation Services in the same manner and
subject to the same terms of this Agreement as Railroad operates
and maintains its property described in Section 2.02 hereof and
in accordance with the sale agreement with Railroad of the CPT.
CRD has agreement with the owners of CitiCorp Center
(Atrium) for commuter access, a ticket office and office space
and the Railroad shall, during the term of this Agreement,
continue to operate and maintain this space to provide Contract
Services or Public Transportation Services in the manner set
forth in the CRD agreements covering the Atrium."
3. Section 6.02(a)(2) Reimbursable Expenses shall be amended to
read:
"For the period prior to January 1, 1995, depreciation,
based on the original cost of property notwithstanding any
subsequent write-down on Railroad's books, shall, except as
limited by Section 6.02(b)(16), be treated as Reimbursable
Expenses, as set forth in Amendment No. 9. For the period
beginning January 1, 1995, depreciation, at the annual flat rate
of $1,635,489 and without adjustment during the term of this
Agreement, which, on a monthly basis, equals $136,290.75, shall,
except as limited by Section 6.02(b)(16), be treated as
Reimbursable Expenses."
4. Section 6.02(b)(19) Reimbursable Expenses shall be amended
to read:
"(19) Expenses chargeable to AFE's under the Railroad's
accounting system as in effect on January 1, 1994, unless such
expenditure has the prior written approval of the CRD, provided,
however, AFE expenses are Reimbursable Expenses to the extent
that expenses charged to each AFE do not exceed $10,000 per AFE
and that the accumulation of such AFE expenses incurred without
CRD approval does not exceed $50,000 in any Calendar Year;
and...."
5. Section 6.06 Additional Compensation shall be amended to
read:
"a) For the period beginning January 1, 1995, in addition
to Compensation, Railroad shall receive for each month during the
Agreement Term additional compensation in the amount of
$142,500.00 for an annual total of $1,710,000 ('Additional
Compensation')."
6. Section 6.06 Additional Compensation shall be amended by
adding:
"(d) The Parties agree to enter into a Benefit Sharing
Program ('BSP') which provides for the implementation of new
programs and procedures designed to promote cost savings in the
provision of commuter rail service. The Parties further agree to
share at a rate of 80% for Railroad and 20% for CRD all first-
year savings and for the following two years to share equally
savings incurred from the implementation of any BSP program
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originating with the Railroad. Upon 30 days written notice with
supporting documentation, CRD shall consider and respond in
writing within 15 days. No program will be implemented without
the express written consent of both parties."
7. Section 11.01(a) Duration shall be amended by deleting:
"December 31, 1994"
The deletion shall be replaced with:
"December 31, 1998"
8. Section 13.17 Railroad name Change shall be added:
"At the 1994 Annual Meeting, Railroad's shareholders voted
to change the name of Chicago and North Western Transportation
Company to 'Chicago and North Western Railway Company'. This
name change shall be made in each place that it appears in the
Agreement."
IN WITNESS WHEREOF, the parties have executed this Amendment
on the respective dates written below.
THE COMMUTER RAIL DIVISION OF THE CHICAGO AND NORTH WESTERN
REGIONAL TRANSPORTATION AUTHORITY RAILWAY COMPANY
By /s/ Philip A. Pagano By /s/ J. W. Conlon
Philip A. Pagano J. W. Conlon
Executive Director Senior Vice President
Administration
Signed on this 29th day of Signed on this 22nd day
December , 1994 of December , 1994
Attest /s/ Maureen Pochron Attest /s/ K. A. Dombrowski
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 12/31/98 | | 3 |
| Filed on: | | 3/22/95 |
| | 1/1/95 | | 2 |
| For Period End: | | 12/31/94 | | 3 | | | | | 10-K/A |
| | 1/1/94 | | 2 |
| List all Filings |
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