======== Subject: CRTS Update #04-22 From: "John P. Krattinger" Date: Fri, 18 Apr 97 17:40:57 +0000 Conrail Tecnical Society Update #04-22 Friday, April 18th, 1997 at 13:30 EDT The Definitive Documentation will include agreements providing for joint use of the following CRR properties and rights (the "Shared Assets"), subject to the operating principles here specified. ASHTABULA HARBOR NS will be assigned and control CR's Ashtabula Harbor facilities, with CSXT receiving use and access, up to a proportion of the total ground storage, throughput, and tonnage capacity of the facility equal to the Percentage. CSXT will control the interlocking at the crossing of the CR Youngstown Line and CR Chicago Line. NS and CSXT agree that if either carrier acquires or controls additional Lake Erie coal dock capacity, it will make arrangements with the other carrier to maintain parity and competitive balance in dock access and coal ground storage. BUFFALO The attached map summarizes the CSXT/NS understanding for CR facilities in Buffalo, subject to the following: - - CSXT will be assigned Seneca Yard, and both CSXT and NS will receive access to yard tracks in Seneca Yard sufficient for the origination and termination of trains (precise number of tracks to be determined), at the end of the CR Buffalo Line to be assigned to NS, for purposes of improved interchange with the South Buffalo RR. - - CSXT and NS will form a joint team to study and use reasonable efforts to resolve NS delay problems at CP Draw in Buffalo. CHICAGO The attached map summarizes the CSXT/NS understanding for CR facilities in Chicago, subject to the following: - - Both NS and CSXT will have access to CR's route and right to BNSF's Willow Springs Yard. - - An agreement between NS and CSXT as IHB shareholders will provide that as between NS and CSXT: (a) CSXT will use and control IHB's Blue Island Yard, and NS will not utilize Blue Island Yard except for purposes of traffic to/from IHB switched industries; (b) NS will use and control the IHB line from CP 502/Indiana Harbor to Gibson Crossing for the purposes of connecting to the Streator Line; (c) IHB dispatching will ultimately be controlled by CSXT but the dispatching will be done locally in the Chicago area; (d) CSXT will nominate, and subject to NS's concurrence in the nomination, which will not be unreasonably withheld, the parties will vote to elect CSXT's nominee as General Manager of IHB; and (e) NS may from time to time at its reasonable option require that a different General Manager be elected pursuant to (d). (f) Both NS and CSXT will be considered owners for purposes of determining rights to use IHB facilities and lines, IHB switch charges, and access to IHB industries. Both NS and CSXT will have overhead trackage rights on all IHB lines. - - NS's rights over the IHB include use of B&OCT owned-trackage (IHB controlled) between Grand Trunk Tower (Blue Island) and the end of B&OCT ownership near McCook, and both CSXT and NS will retain access to Gibson Yard, which is used for multilevel classification. - - Should NS be dissatisfied with the treatment of its movements by IHB dispatchers, NS, CSXT and IHB will attempt to resolve these dispatching concerns. If the attempt does not resolve NS's concerns about IHB dispatching, NS will have the right to request a change in control of IHB dispatching to NS. If CSXT disagrees with that request for change in dispatching control, NS and CSXT agree to submit that request to binding arbitration. From time to time, not more frequently than 12 months after the last change in dispatching control or arbitration, the party not controlling dispatching may again seek a change, and require arbitration. - - NS and CSXT will maintain competitive balance over and through the Chicago gateway (including Streator), and will take appropriate steps to give the other carrier parity in Chicago-area ownership, dispatching and operational control as follows: If either party obtains additional control or additional ownership of Chicago terminal carriers (including but not limited to IHB, BRC, and EJ&E) or additional control of routes through Chicago, including ownership or control acquired by future merger, purchase, or other means, each hereby grants to the other a right to acquire an interest sufficient to maintain parity, at a price proportionate to the price paid by the acquiror, of any such ownership interest or additional control, however it is achieved. If either NS or CSXT feels that an action by the other party has upset the parity in the Chicago gateway and is unsuccessful in directly resolving the dispute, it may submit the dispute to binding arbitration. - - If the IHB agreements affecting or pertaining to Chicago's trackage expire or other operating agreements affecting Conrail operations expire, then CSXT and NS will take appropriate steps to execute new agreements or take other measures to preserve and maintain the interests of CSXT and NS as provided in this agreement. - - Should CSXT merge with BNSF and if CSXT requests, then NS agrees to transfer the Streator line from Osborne Crossing, including the dispatching control, for fair value. - - CSXT will be assigned CR's 59th St. ("Panhandle") Yard site. - - CSXT will receive interim use of CR's Park Manor (63rd St.) intermodal facility during the period of CSXT's interim haulage between Chicago and Berea. CLEVELAND The attached map summarizes the CSXT/NS understanding for CR facilities in Cleveland, subject to the following: - - NS will have rights to construct a connection in eastern Cleveland to make direct moves between NS's Cleveland-Buffalo line and the CR Chicago line, using NS rights over CR's Cleveland Short Line to be assigned to CSXT. - - CR's Collinwood Yard will be assigned to CSXT, and CR's Rockport Yard will be assigned to NS. - - The Ford engine plant (located on the NS portion of CR in Cleveland) and the Parma auto plant (currently joint CSXT/CR) located on the CSXT portion of CR in Cleveland will be jointly served. COLUMBUS, OH The attached map summarizes the CSXT/NS understanding for CR facilities in Columbus, subject to field verification and the following: - - NS will be assigned CR's Buckeye Hump Yard. CSXT will be assigned the former "local yard" at Buckeye and the CR intermodal terminal at Buckeye. - - CSXT will be assigned the Buckeye Yard Lead from the north limit of "CP Buckeye" to "CP Darby." NS will be assigned the east track from "CP 138" to "CP 136," and CSXT will be assigned the west track between the same points. North of "CP 136," the current end of double track, NS will be assigned the right of way east of the single remaining track, and the Clintonville Siding, east of the single remaining track, with the intent to connect these two segments into a continuous track east of and parallel to the single remaining track. A new connection will be constructed, at NS expense, between the Clintonville Siding and the existing NS Bellevue-Portsmouth main line in the vicinity of Milepost 133.5, where both the NS and CR rights of way are parallel and level. CSXT shall, at its option and expense, have the right to construct a connection from its assigned track, the west located track of the right of way, to the new NS Clintonville Siding, so that both tracks can be utilized for operational flexibility between the vicinity of Milepost 133.5 to "CP 138," under the control of the respective assignee of each track. - - NS will control Buckeye interlocking, and CSXT will control CP -Mounds. CSXT will control the Buckeye Yard lead north of the limits of Buckeye interlocking. NS will have the right to construct a parallel track to the Buckeye Yard lead in order to provide for the proper functioning of Buckeye Yard. DETROIT The attached maps summarize the CSXT/NS understanding for CR facilities in Detroit, subject to the following: - - The NS/CSXT Detroit commercial joint area includes all CR trackage and access rights east of CP-Townline(Michigan Line MP 7.4) and south to and including Trenton (Detroit Line MP 20). - - NS will have operating control (dispatching) of CR routes from the south (Toledo, via Ecorse) and west (Kalamazoo, via CR's Junction Yard Branch) into NS's Oakwood Yard. This disposition does not change the boundaries of the NS/CSXT Detroit joint commercial area. - - Both CSXT and NS will have rights to run their own trains over the trackage in the NS/CSXT joint commercial area. - - Lincoln Yard disposition has not been resolved and will be determined in Definitive Documentation. ERIE, PA NS will have a free easement along CR right of way through Erie assigned to CSXT to replace NS right of way through streets in downtown Erie. Specifics including length to be determined. All costs of associated construction and relocation will be the responsibility of NS. NS will have trackage rights in Erie to connect its route from Corry to its existing Buffalo-Cleveland line if such connection can be achieved without using the CR Buffalo- Cleveland line. FORT WAYNE, IN CSXT will be assigned the NS and CR Fort Wayne Line in order to form a contiguous route between Crestline and Chicago. Mike interlocking at Fort Wayne and the Bucyrus interlocking will be controlled by NS. A line relocation project underway in Fort Wayne will force NS and CSXT to share the former CR line between Junction and Hadley (crossing of former PRR and NKP West of Fort Wayne). Should NS and CSXT decide that capacity needs mandate an additional track, NS and CSXT will equally share the cost of constructing a new track between Junction and Hadley on the north side of the existing track, and ownership of the south track will revert to NS and ownership of the north track will revert to CSXT. CSXT and NS will inspect and agree to divide CR's space in CR's Piqua Yard and determine most efficient means of utilizing the physical plant in Fort Wayne. Triple Crown will retain its current space in Piqua Yard and the right to have NS operate its trains between Piqua Yard and Mike interlocking. The NS Fort Wayne to Chicago line will be transferred to CSXT as part of a like kind exchange for the Streator line. INDIANAPOLIS - - NS will be assigned Hawthorne Yard and NS will have sufficient tracks for the arrival, departure and make up of trains and will have reasonable access to and from the designated tracks. MONONGAHELA - - NS shall be assigned, control, operate and maintain Monongahela subject to a joint use agreement providing CSXT equal, perpetual access to all current and future facilities located or accessed from the former Monongahela Railway, including Waynesburg Southern, hereinafter "Monongahela". NS and CSXT shall share the operating and maintenance expenses on Monongahela on a usage basis. - - CSXT and NS will both be able to separately provide transportation service to all customers on the Monongahela and no additional access fee will be charged CSXT for the joint usage. The parties will jointly work together to extend the Monongahela into the Enlow Fork and Bailey Mine area. - - Either party may request the construction of additional capacity and the requesting party shall bear the expense therefor unless the parties decide to share the additional capacity and the expense therefor. - - Should CSXT be dissatisfied with the treatment of its movements by Monongahela dispatchers, NS and CSXT will attempt to resolve these dispatching concerns. If the attempt does not resolve CSXT's concerns about Monongahela dispatching, CSXT will have a right to request a change in control of Monongahela dispatching to CSXT. If NS disagrees with that request for change in dispatching control, NS and CSXT agree to submit that request to binding arbitration. From time to time, not more frequently than 12 months after the last change in dispatching control or arbitration, the party not controlling dispatching may again seek a change, and require arbitration. Neither party may sell or transfer its rights to the Monongahela without first offering the other party the right of first refusal. NS/CSXT NORTH JERSEY COMMERCIAL JOINT AREA The attached maps summarize the CSXT/NS understanding for CR facilities in Northern New Jersey, subject to the following: (Dispatching to be determined by Definitive Documentation). - - The limits of the North Jersey NS CSXT commercial joint area will encompass all northern New Jersey trackage east of, and including, the Northeast Corridor, plus: - CR Lehigh Line west to CP Port Reading Jct., NJT Raritan Line, CR Port Reading Secondary west to Bound Brook and CR Perth Amboy Secondary west to South Plainfield. - - The NS/CSXT North Jersey commercial joint area includes the Northeast Corridor local service south to the Trenton market. - - The Port Newark/Elizabeth Marine Terminal area will be accessible to both CSXT and NS including: - Port Newark - Dockside (Expressrail) - Portside (Triple Crown) - - CSXT will be assigned CR's North Bergen and South Kearny (non -APL portion) intermodal terminals. CSXT will also be assigned CR developable property encompassing current CR Elizabethport Yard (Trumbull St. Yard). NS will be afforded use of two tracks for support of E-Rail intermodal facility. - - CSXT and NS both will have access to the APL terminal in Kearny. - - NS will be assigned CR's Croxton and E-Rail intermodal facilities. NS will also be assigned the CR developable property adjacent to E-Rail (former CNJ shops area). - - Oak Island Yard and auto terminals at Doremus Avenue, Greenville, and Ridgefield Heights will be included in the NS/CSXT North Jersey Commercial Joint Area, and be accessible to both CSXT and NS. - - Both CSXT and NS will have the right to operate their own trains over any part of the NS/CSXT North Jersey Commercial Joint Area, except to exclusively assigned facilities. - - In Definitive Documentation, CSXT and NS will consider arrangements acceptable to the parties so each will have one controlled route through the NS/CSXT North Jersey Commercial Joint Area to the extent practicable. PHILADELPHIA/SOUTH NEW JERSEY The attached maps summarize the CSXT/NS understanding for CR facilities in Philadelphia and South New Jersey, subject to the following: - - The NS/CSXT Philadelphia/South Jersey commercial joint area includes all CR "Philadelphia" stations and stations within the Philadelphia City limits, industries located on the CR Chester Industrial and CR Chester Secondary tracks, all CR trackage in South New Jersey, and the CR freight franchise rights on Amtrak's Northeast Corridor north from Philadelphia (Zoo Tower) to the Trenton, NJ market. - - The Morrisville intermodal facility is assigned to NS. - - CSXT will be assigned a contiguous route through Philadelphia from CSXT's (future) Eastwick connection to be constructed by CSXT, via CP Field and portions of CR's Harrisburg and Trenton lines to CP River and points north. In addition, CSXT will be assigned the Philadelphia/South Jersey Terminal trackage from CP Field to Pier 122 (Greenwich Yard area). - - To maintain a contiguous route through Philadelphia on the Northeast Corridor, NS will have the option to reconstruct, own and control an additional track where practical between Belmont and CP Field. - - CSXT is assigned Greenwich Yard property, with the exception of tracks used to support local freight service and the ore pier. NS and CSXT will continue to serve the Ameriport intermodal terminal or any replacement substantially built with public funding. - - Both CSXT and NS will have the right to operate their own trains over any part of the NS/CSXT Philadelphia/South New Jersey commercial joint area. TOLEDO The attached map summarizes the CSXT/NS understanding for CR facilities in Toledo, subject to the following: - - CR's Stanley Yard will be assigned to CSXT. - - CR's Airline Jct. Yard will be assigned to NS. - - CSXT and NS will form a joint team to study and use reasonable efforts to resolve CSXT delay problems at Vickers interlocking in Toledo. WASHINGTON, DC The attached map summarizes the CSXT/NS understanding for CR facilities in Washington, DC. AMTRAK, NORTHEAST CORRIDOR (N.E.C.) RIGHTS - - Commercial Definition - North End - Philadelphia (Zoo tower) to New York (Penn Station) will be part of the NS/CSXT Commercial Joint Area (NS and CSXT having equal customer access). - South End - Washington, D.C. to Philadelphia (Zoo tower) exclusive to NS. - - Operating Definition - Each party will have overhead trackage rights to operate trains between New York and Washington, D. C., as follows: - Between Zoo tower and Penn Station and between Landover and Baltimore, rights shall be shared equally and scheduled alternatively. - Between Baltimore and Zoo Tower, CSXT shall be limited to 4 trains a day. GENERAL - - CSXT and NS will have the right to make unilateral improvements in tracks and other facilities within joint commercial areas at their own cost. - - "Assigned" indicates authority and responsibility for operation and control under whatever business structure the parties specify in the Definitive Documentation. - - A "commercial joint area" or "joint commercial area" is a group of stations in a common geographic area to which both NS and CSXT will have access pursuant to the terms of this agreement and the Definitive Documentation. IV. FACILITY ASSIGNMENT ("Facilities") 1. Altoona and Hollidaysburg Shops - NS 2. Philadelphia Headquarters and Philadelphia area information technology facilities - CSXT 3. Customer Service Center (Pittsburgh) - CSXT and NS 4. Crew Management Facility (Dearborn) - CSXT and NS 5. Signal System Repair Center (Columbus) - CSXT and NS 6. System Maintenance of Way Equipment Center (Canton) - CSXT and NS The Definitive Documentation will address the handling of train dispatching facilities. V. DISPOSITION OF CERTAIN CONRAIL INTERESTS - - Belt Railway of Chicago - CR's 16.67% interest in is assigned to NS - - Trailer Train (TTX) - CR's 21.81% interest in is divided as follows: CSXT NS Current 9.340% 6.800% Conrail Splits 9.635 12.175 (21.81%) ------ ------ 18.975% 18.975% ====== ====== - - Peoria & Pekin Union - CR's 25.64% interest in is assigned to NS. - - Lakefront Dock - CR's 50% interest in is assigned to CSXT. - - CR's ownership in IHB will be assigned equally between CSXT and NS. It is the parties' current intention that CR's ownership in IHB will continue in CR. See city detail and trackage rights for details of IHB operations. - - CR's ownership interest in the following affiliates will be shared based on the Percentage, except where any of the assets of these affiliates are part of the Routes or Assets related to Routes or Facilities assigned to either NS or CSXT or are Shared Assets, then such affiliate assets will be assigned to the specific geography and not shared by the Percentage. However, if assets of these affiliates are solely assigned to one carrier based on specific geography, and are valued at greater than $1 million, then the other carrier will be due a portion of the value equal to that carrier's Percentage: - Merchants Dispatch Transportation - Locomotive Management Services - CRC Properties, Inc. - CRR Investments, Inc. - - The following affiliates are part of the route assets of CSXT and are assigned to CSXT: - SL&A Railway - Albany Port Railway - - Triple Crown: Conrail's share will be assigned to NS. - - Conrail Direct - a truck contracting subsidiary which arranges pick-up and delivery of intermodal freight. Company will be shared by Percentage until parties can agree on a process for separation. - - EMP - a container leasing partnership including CR, NS and UP. CR's interest will be shared by the Percentage and CSXT will be made a partner. ========== CRTS Update #04-24 Friday, April 18, 1997 at 14:15 EDT TRACKAGE RIGHTS AND HAULAGE CSXT RIGHTS ON NS PERMANENT - - CP River (West Falls), PA - Abrams, PA: Overhead trackage rights on CR's Harrisburg Line for dimensional traffic. - - CP King (Norristown), PA - Woodbourne (CP Wood), PA: Overhead trackage rights on CR's Morrisville Line for dimensional traffic plus runaround rights on short portion of SEPTA's Norristown Line. - - Cleveland - Lorain, Fairlane, OH: Overhead trackage rights on CR's Chicago Line to serve 2-to-1 auto plants at Fairlane and Avon Lake (CR Lorain). - - Berea, OH - CP 181 (Cleveland, OH): Overhead trackage rights on CR's Chicago Line. - - Chicago (Pine to Rock Island Jct.): Overhead trackage rights on CR Chicago Line. - - Columbus, OH: Overhead trackage rights on CR Buckeye Line from "CP Hocking" to Buckeye Yard, overhead trackage rights on CR Western Branch from Bannon to Scioto, overhead trackage rights on CR Cincinnati Line from "CP 139" to Buckeye Yard, via the Miami Lead, overhead trackage rights on the NS assigned east track of the CR Columbus Line from CP 138 to the vicinity of MP 133.5 (point of new NS connection), overhead trackage rights on CR Auburn Connection from "CP Camp" to "CP 139," and overhead trackage rights on NS from Bannon to the south (RR east) end of NS Watkins Yard (connection with Watkins-Parsons transfer track). - - Youngstown (Center St.) - Ashtabula Harbor, OH: CSXT overhead trackage rights on CR Youngstown Line to access Ashtabula Harbor facilities. - - Osborn Crossing - Streator, IL: Overhead trackage rights on CR Kankakee Line, Kankakee Secondary and Streator Secondary for up to 8 total trains/day to connect with, or with trackage of other intersecting railroads. CSXT trains over the above limits are subject to negotiations between CSXT and NS for CSXT contribution to investment needed for additional capacity. NORTHEAST CORRIDOR - - See Northeast Corridor in Exhibit A, III. CR RIGHTS ON CSXT TRANSFERRED TO CSXT - - Carleton, MI to Alexis, MI INTERIM - - Berea, OH - Chicago (63rd St.): Overhead haulage on CR's Chicago Line for maximum of 6 merchandise and/or intermodal trains/day each way, until CR's Ft. Wayne Line (Ft. Wayne-Chicago now NS) is upgraded, up to a maximum of 3 years. OTHER All other CR rights that are part of, relate to, or connect with Routes, Assets Related to Routes, and Facilities assigned to CSXT will be considered appurtenant and will be assigned to CSXT, unless otherwise assigned in this agreement, including Exhibit A. Unless otherwise provided herein, or in the Definitive Documentation, a trackage rights tenant shall only have the right to enter on and exit from the trackage rights lines at points other than the endpoints where the tenant may make a connection with its existing railroad line and joint CSXT/NS lines ("Point of Permitted Entry or Exit"). If, in the opinion of the tenant, a new or upgraded connection is required at a Point of Permitted Entry or Exit other than the endpoints, or, if in the opinion of the tenant, other upgrading, including but not limited to switches, power switches, signals, communications, etc., is required for operational efficiency, the landlord will, subject to its own operational needs, cooperate and the tenant will be responsible for funding that construction/upgrading at actual cost or a cost mutually agreed to by CSXT and NS. The Definitive Documentation will include agreements with terms and conditions customary in the industry for trackage rights and haulage. Where a tenant has access to 2-to-1 points via trackage rights, the tenant may at its option access the points via haulage. Unless a contrary intent appears from this Agreement including Exhibit A, or from the Definitive Documentation, existing Conrail trackage rights over CSXT will be assigned to NS and existing Conrail trackage rights over NS will be assigned to CSXT. TRACKAGE RIGHTS AND HAULAGE NS RIGHTS ON CSXT PERMANENT - - Muncie - Indianapolis (area). Overhead trackage rights on CR's Indianapolis Line to serve 2-to-1 shippers/shortlines in Indianapolis plus the GM metal fabrication plant. - - Lafayette - Indianapolis (area): Overhead trackage rights on CSXT's Lafayette - Crawfordsville, IN line to serve 2-to-1 shippers at Crawfordsville, IN and overhead trackage rights on CR's Crawfordsville-Indianapolis line to serve 2-to-1 shippers/shortlines in Indianapolis plus the GM metal fabrication plant. - - Buffalo (CP 437) - Niagara Falls (Suspension Bridge): Overhead trackage rights on CR's Belt Line Branch and Niagara Branch to connect with, or with trackage of Canadian carriers at Suspension Bridge. - - Philadelphia(Park Jct.) - Anacostia Jct., MD: Inherits CR's overhead trackage rights on CSXT. - - Landover - RO (Alexandria, VA): Overhead trackage rights on CR's Landover Line. - - Toledo, OH: Inherits CR's overhead trackage rights on CSXT -controlled portion of former Toledo Terminal RR. - - Cleveland, OH: Overhead trackage rights on CR's Short Line from Quaker to Berea, OH. Overhead trackage rights on CR's Chicago Line from CP 181 to Collinwood Yard for purposes of interchange with CSXT. - - Crestline, OH - Fort Wayne (Mike), IN: Overhead trackage rights on CR's Fort Wayne Line (Ft. Wayne-Chicago now NS), with train limits as follows: - 8 total trains/day between Crestline and Bucyrus - 6 total trains/day between Bucyrus and Fort Wayne including rights to serve 2-1 customers at Upper Sandusky. NS trains over the above limits are subject to negotiations between CSXT and NS for NS contribution to CSXT investment needed for additional capacity. NS will [supervise the] dispatch[ing] of the Ft. Wayne to Crestline line until CSXT haulage over CR Chicago Line between Berea and Chicago is terminated. NS will control the Bucyrus interlocking permanently. - - Fort Wayne(Mike), IN - Chicago(Buff/Hick), IL: Overhead trackage rights on former CR Fort Wayne Line, with 10 total train/day limit (limit does not apply in Fort Wayne terminal). NS trains over the above limits are subject to negotiations between CSXT and NS for NS contribution to CSXT investment needed for additional capacity. NS will dispatch the line until CSXT haulage over CR Chicago Line between Berea and Chicago is terminated. - - Porter - Ivanhoe, IN: Overhead trackage rights on CR's Porter Branch. - - Columbus, OH: Overhead trackage rights on CR Buckeye Line from "CP Hocking" to "CP 138," overhead trackage rights on CR Western Branch from Scioto to "CP Mounds," including the Mounds Connection, overhead trackage rights on Buckeye Yard Lead from "CP Buckeye" to "CP Darby," overhead trackage rights on the CSXT assigned west track of the CR Columbus Line from "CP 138" to the vicinity of Milepost 133.5 (point of new NS connection), and overhead trackage rights on CSXT between the south end of Parsons Yard (connection with Watkins -Parsons transfer track) and Scioto. - - Philadelphia: Overhead trackage rights on CR Harrisburg and Trenton Lines from Field to Belmont. - - Lima to Sidney, OH: Overhead trackage rights on CSXT Toledo Subdivision to serve 2-to-1 customers at Sidney. NORTHEAST CORRIDOR - - See Northeast Corridor in Exhibit A, III. INTERIM - - Bound Brook, NJ - Woodbourne, PA: Overhead trackage rights for 12 total train/day limit on CR's Trenton Line for dimensional trains until Pattenburg Tunnel on CR's Lehigh line is cleared of dimensional restrictions, not to exceed three years. CR RIGHTS ON NS TRANSFERRED TO NS - - Carol, IL to Keensburg, IL - - Mill-Crescentville, OH OTHER All other CR rights that are part of, relate to, or connect with Routes, Assets Related to Routes or Facilities assigned to NS will be considered appurtenant and will be assigned to NS, unless otherwise assigned in this Agreement, including Exhibit A. Unless otherwise provided herein, or in the Definitive Documentation, a trackage rights tenant shall only have the right to enter on and exit from the trackage rights lines at points other than the endpoints where the tenant may make a connection with its existing railroad line and joint NS/CSXT lines ("Point of Permitted Entry or Exit"). If, in the opinion of the tenant, a new or upgraded connection is required at a Point of Permitted Entry or Exit other than the endpoints, or, if in the opinion of the tenant, other upgrading, including but not limited to switches, power switches, signals, communications, etc., is required for operational efficiency, the landlord will, subject to its own operational needs, cooperate and the tenant will be responsible for funding that construction/upgrading at actual cost or a cost mutually agreed to by CSXT and NS. The Definitive Documentation will include agreements with terms and conditions customary in the industry for trackage rights and haulage. Where a tenant has access to 2-to-1 points via trackage rights, the tenant may at its option access the points via haulage. Unless a contrary intent appears from this Agreement including Exhibit A, or from the Definitive Documentation, existing Conrail trackage rights over CSXT will be assigned to NS and existing Conrail trackage rights over NS will be assigned to CSXT.