W&A RR Lease 1968

ACTS AND RESOLUTIONS OF THE GENERAL ASSEMBLY OF THE STATE OF GEORGIA 1968

1968 Vol. 1 -- Page: 54

Sequential Number: 014

Short Title: WESTERN AND ATLANTIC RAILROAD LEASE ACCEPTED.

Law Number: No. 101

Origin: (House Resolution No. 387-884).

Type: A Resolution.

Full Title: Accepting the bid of the Louisville and Nashville Railroad Company to lease the Western and Atlantic Railroad; and for other purposes.

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Whereas, pursuant to the provisions of the "State Properties Control Code" (Code Chapter 91-1A.), the State Properties Control Commission is empowered to lease the Western and Atlantic Railroad through negotiations or through competitive bid; and

Whereas, Code Section 91-109a. (d) and (e) read as follows: "(d) If the commission formally determines the highest responsible bidder, the commission shall prepare the instrument of lease in at least four counterparts, which shall be immediately signed by the prospective lessee whose signature shall be witnessed in the manner required for recording. Such signing shall constitute a bid by the prospective lessee and such bid shall not be subject to revocation unless it is rejected by the General Assembly as hereinafter provided for. A Resolution containing an exact copy of the proposed lease, or to which an exact copy of the proposed lease is attached, shall be introduced in either the House of Representatives or the Senate, if then in regular session, or, if not in session at such time, at the next regular session. Such Resolution, in order to become effective, shall receive the same number of readings and go through the same procedure as a bill in both the House and the Senate. Such Resolution shall be considered by the Committee of the Whole House and by the Committee of the Whole Senate.

"(e) If the aforesaid Resolution shall be adopted during such regular session by a majority roll call vote of both the Senate and the House of Representatives, the chairman of the commission shall forthwith execute such lease for and on behalf of the commission and thereupon both parties shall be bound by such lease. Such execution shall include the attachment to the lease of a certificate of the Secretary of State under seal showing that there has been recorded in his office a counterpart of such lease and any minutes of the commission, advertisement, notice, invitation for bids, legislative Resolution, and any other record concerning such lease."; and

Whereas, the State Properties Control Commission determined that the interest of the State and the people

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of the State of Georgia would be best served by competitive bidding for the lease of said Railroad; and

Whereas, the form of lease for the Western and Atlantic Railroad was completed after numerous conferences with, and public hearings attended by, representatives of the parties who had indicated an interest in leasing the Western and Atlantic Railroad; and

Whereas, following advertising of invitation for bids as required by the State Properties Control Code, at the bid opening on December 21, 1967, one bid was received, and that from the Louisville and Nashville Railroad Company in the amount of $1,000,000.00 base annual rental, plus an escalation factor of 2.5%; and

Whereas, the Commission on that date formally found the Louisville and Nashville Railroad Company to be the highest responsible bidder for the lease of the Western and Atlantic Railroad; and

Whereas, the Western and Atlantic Railroad is not needed in any way for the operations of the various departments of the State government; and

Whereas, pursuant to the aforesaid provisions of law, the prospective lessee has signed the proposed lease in four counterparts, an exact copy of which is attached to this Resolution.

Now, therefore, be it resolved by the General Assembly of Georgia that the proposed lease is hereby accepted and the Chairman of the State Properties Control Commission, pursuant to the aforesaid provisions of law, is hereby authorized and directed to execute such lease for and on behalf on the State of Georgia and said Commission.

Be it further resolved that the Clerk of the House of Representatives is hereby instructed to transmit a copy of this Resolution to the aforesaid Chairman, to the Secretary of State and to the Louisville and Nashville Railroad Company.

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FORM OF LEASE OF WESTERN & ATLANTIC RAILROAD

WHEREAS, by an Act of the General Assembly of the State of Georgia, entitled "State Properties Control Code", approved February 21, 1964, and the Acts amendatory thereto approved March 24, 1965, and April 15, 1965, respectively, there was created a Commission to be known as the State Properties Control Commission, which Commission was by the provisions of said Acts authorized and empowered to lease and contract for the leasing of the railroad properties known as the Western & Atlantic Railroad, and was further authorized and empowered to fix and determine all the terms and conditions upon which the said property should be leased, except as limited by the provisions of said Acts, and was further authorized and empowered to agree upon all the terms and details of a formal lease contract, which upon being prepared by the said Commission and executed by the prospective Lessee should be transmitted to each House of the General Assembly if then in regular session and, if not, to the next regular session, for acceptance or rejection of said lease by said General Assembly as provided in the State Properties Control Code;

AND, WHEREAS, The said Commission, organized in pursuance of the provisions of said Acts, has, in regular meeting assembled, by resolution agreed to lease said property to LOUISVILLE AND NASHVILLE RAILROAD COMPANY, under the terms and conditions hereinafter set forth, which resolution, together with all the terms and details of this lease contract, will be transmitted to the General Assembly by the said Commission, as provided in Section 91-109A of said State Properties Control Code;

AND, WHEREAS, It is further provided in said Acts that when said lease contract shall have been so prepared and approved by the General Assembly, the same shall

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be executed by the Chairman of the State Properties Control Commission in behalf of the State of Georgia.

NOW, THEREFORE, THIS INDENTURE, made and entered into on this -- day of -- , in the year of our Lord One Thousand Nine Hundred and -- , by and between the said State of Georgia, (hereinafter referred to as "State"), acting through the State Properties Control Commission, and the said LOUISVILLE AND NASHVILLE RAILROAD COMPANY, (hereinafter referred to as "Lessee"):

WITNESSETH:

ONE: The State, under and by authority of the said Act approved February 21, 1964, and the Acts amendatory thereof and supplemental thereto approved March 24, 1965, and April 15, 1965, respectively, and in pursuance thereof and of the said resolution of the said State Properties Control Commission, and in consideration of the premises and of the conditions, covenants and stipulations herein set forth, does hereby lease, for a term of 25 years and 4 days beginning from and immediately at the termination of the lease contract now existing (which will terminate on the 27th day of December, 1969), and ending on December 31, 1994, to said Lessee, viz; to LOUISVILLE AND NASHVILLE RAILROAD COMPANY the State-owned property known as the Western & Atlantic Railroad (a railroad running from the City of Atlanta, in the State of Georgia, to the City of Chattanooga, in the State of Tennessee), as more fully shown outlined in red and green on maps filed in the office of the State Properties Control Commission in Atlanta, Georgia, which maps have been duly endorsed by the Secretary of that Commission, for identification purposes, as being those referred to herein (including the railroad properties more specifically enumerated on the "Sidetrack Facilities List", attached to said maps and similarly endorsed); said lease to include the property so delineated on said maps and in said list [and such additional property as may be acquired for

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the Western & Atlantic Railroad by the present lessee (i.e., the lessee under the lease of the Western & Atlantic Railroad which terminates December 27, 1969) subsequent to the date of execution of this lease and prior to the beginning of the term of this lease] and all tracks, bridges, culverts, signals, buildings, communication lines, depots and all other structures located on said property, subject to the following Exceptions and Additions:

EXCEPTIONS:

(A) Air, Mineral and Other Rights

Except to the extent that air rights are, as of December 28, 1969, occupied by any structure used for railroad purposes (including any structure erected by Lessee or sublessees of the lease expiring on December 27, 1969) this lease does not include air rights, mineral rights or sub-surface easements, the State reserving the air rights (including the right of necessary supports and appurtenances), mineral rights and sub-surface easement rights and the right to grant the same but agreeing that it will not, without the written consent of Lessee, which consent may not be unreasonably withheld, grant any such rights to any others or itself use air space or exploit minerals, (i) if such grant or the exercise of rights granted thereby or such use or exploitation will result in loss of support to or unreasonable interference with the leased property, including tracks or structures located thereon, or (ii) if such grant or the exercise of rights granted thereby or such use or exploitation will otherwise unreasonably interfere with the enjoyment of the leased property, including tracks and structures, for railroad purposes or with the enjoyment of the operation thereof for railroad purposes, or (iii) if such grant or the exercise of rights granted thereby or such use or exploitation will reduce the clearance to a distance of less than 23 feet vertically above the top of the rails of said tracks or alongside any track to a distance less than 18 feet from the centerline thereof, the said 18 foot clearance to extend uniformly from a vertical extension upward of the said center line for a distance of twenty-three feet, Provided that

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(1) in those areas where, as of July 1, 1966, there were structures limiting vertical clearances to less than twenty-three feet or there were horizontal clearances of less than eighteen feet, the clearances existing on July 1, 1966 shall govern;

(2) in those areas where, as of July 1, 1966, there were grants of air rights providing for a lesser clearance than the said twenty-three foot and eighteen foot clearances, such lesser clearance shall govern,

and, Provided further,

that if in any of said areas, additional clearance shall become available, whether by reconstruction, modification, or demolition of any such structures, or otherwise, said additional clearance shall accrue to the benefit of the Lessee to a maximum of twenty-three feet above the top of the rails and of eighteen feet horizontally from the centerline of the nearest track, except that where existing viaducts over the rails have a clearance of less than 23 feet, adjoining air space structures may be so constructed as to have viaduct level access, provided no part of said structures (except necessary supports and appurtenances) shall extend below the lowest point of said viaduct, which structures the State shall require to be so designed and constructed as to allow, as nearly as practicable, a clearance of at least 23 feet above the top of the rail,

and, Provided further,

that should any additional clearance become available by reason of any track being lowered, such additional clearance shall accrue in toto to the benefit of Lessee.

Notwithstanding the foregoing provisions, the minimum clearances in the event that power lines or communications lines, whether those of Lessee, the State or other persons, firms or corporations, shall intrude into the air space above the leased property, shall be not less than those specified from time to time by the Association of American Railroads for its member roads.

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The State and the Lessee agree that in the event of exploitation of air or sub-surface easement rights, the State may require a relocation of tracks, but only if

(1) such relocation is necessary to permit the placement of any pillar providing support to a structure constructed in the use of air rights described in this paragraph (A) of this Section One and

(2) there is no point at which said pillar can be placed consistent with sound engineering practices without necessitating the relocation of any track, and

(3) neither such relocated track nor the work of relocation will unreasonably interfere with the use by Lessee of the properties leased herein, or unreasonably reduce the operating capacity or operating convenience of said properties, whether only in the immediate vicinity of said relocated track or elsewhere on the said properties, and

(4) such relocation, including acquisition of additional land, and all other work and modifications of other tracks and structures necessitated by such relocation are performed without cost to Lessee or any sublessee of Lessee and at such reasonable times and in accordance with such reasonable standards and specifications as may be established by Lessee.

Notwithstanding the vertical clearance limits specified hereinabove, Lessee and its sublessees may erect such structures (including any structure erected pursuant to a subletting qualifying under clause (3) of the first literary paragraph of Section Ten of this lease) as they may from time to time deem necessary or desirable for railroad operating purposes and such structures may extend and continue to extend into the then unoccupied air space above the clearance limits referred to in this Section so long as necessary or desirable or until such time or times as the State exercises the power to clear such air space as reserved to it in the next succeeding paragraph of this Section One.

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Except as to the Union Passenger Depot in Atlanta the State, in granting air rights, may provide for the removal of structures then occupying any part of the air space contained within such grant, such removal to take place not before the grantee of such air rights commences the work of construction in exploitation of such rights, provided that such removal shall be performed without cost to Lessee or any sublessee of Lessee and at such reasonable time or times and in accordance with such reasonable standards and specifications as may be established by Lesee and provided, further, that adequate replacement structures reasonably satisfactory to Lessee (and a sublessee, if one be affected) as to location, design, physical condition and facilitation of its operations (including those of a sublessee, if one be affected) shall be provided without cost to Lessee or any sublessee of Lessee, the work of replacement to be performed at such reasonable time or times and in accordance with such reasonable standards and specifications as may be established by Lessee, provided that any replacement structures provided under this section (or structures provided as temporary substitutes for such replacement structures) shall be completed and available for use prior to commencing the work of removal or relocation of the existing structures being replaced.

The State also agrees that, at the request of the Lessee, it will negotiate with the Lessee the need in such air rights areas for increased clearances for railroad operations and if it finds the proposed adjustments to be in the best interest of the State and the Western & Atlantic Railroad, this lease shall be reopened, amended or supplemented, for the purpose only of providing such increased clearances as are found reasonable, upon such terms and conditions as may be agreed to by the State, the decision of the State as to such reopening, amending or supplementing to be final. The State further agrees that it will, within a reasonable time prior to granting any air, mineral or sub-surface easement rights, fully consult with Lessee to determine what, if any, plans are being considered for additions, improvements, or changes to the tracks, signals or structures of the railroad which

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may be affected by the granting of such rights and that due consideration will be given to such plans.

If any air, mineral or sub-surface easement or other rights shall be granted by the State, the State shall confer with the Lessee a reasonable time prior to making such grant and there shall be included in the agreements by which said rights are granted or made from time to time such reasonable conditions, consistent with the provisions of this lease, on the use, exercise and exploitation of said rights as may be required for the purpose of assuring to Lessee operation of the leased properties in a safe, convenient, expeditious, economical and healthful manner. If the State shall itself use, exercise, or exploit any such rights it shall do so consistently with such reasonable conditions as may be required.

Except to the extent the State has the power under such grants to impose such restrictions, none of the air rights restrictions hereinabove contained shall apply to those air rights grants made by the State prior to July 1, 1966. However, in approving plans and specifications relating to, and in establishing or imposing conditions and standards upon, the use, exercise and exploitation of any air, mineral or other rights, that may have been granted by the State prior to December 28, 1969, the State shall likewise confer with the Lessee a reasonable time prior to such approval, establishment or imposition and shall, to the extent the State has the power under such grants so to do, establish or impose on the use, exercise and exploitation of said air, mineral, subsurface easement or other rights such reasonable conditions and standards, consistent with the provisions of this lease, as may be required for the purpose of assuring to Lessee operation of the leased properties in a safe, convenient, expeditious, economical and healthful manner.

Nothing in this lease shall operate to prevent Lessee from recovering from any person, firm or corporation compensation for and reimbursement of any loss, expense or damage suffered by Lessee by reason of the action

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or omission of any such person, firm or corporation or its employees, agents or servants in the use or exploitation of any air, mineral or sub-surface rights. No action for such loss, expenses or damage shall lie against the State except on the grounds of breach of contract.

(B) Chattanooga Depot Property

This lease includes so much of the present passenger depot property located in Chattanooga, Tennessee, west of Board Street and south of Ninth Street (as outlined in green on the aforesaid maps filed in the office of the State Properties Control Commission) as is owned by the State only until the passenger depot located on said property is relocated in accordance with the provisions of "Chattanooga Railroad Grade Crossing Elimination Project -- General Plan `N' " or otherwise, at which time so much of said passenger depot property as is owned by the State will revert to the possession and control of the State.

(C) Other Chattanooga Property

This lease includes the property located between Market Street and Board Street in Chattanooga, Tennessee, (as outlined by cross-hatched green lines on the aforesaid maps filed in the office of the State Properties Control Commission) subject to the following proviso:

Should the City of Chattanooga or other governmental authority extend Lindsay Street in said City across the State's property, then at the time of such extension all property included in this lease and lying north of the southern boundary of that street shall revert to the possession and control of the State. In like manner, should Newby Street in said City be so extended, and at the time of such extension, should the City of Chattanooga decline to permit the Western & Atlantic Railroad property north of such extended Newby Street thereafter to be used for railroad operating purposes, then all property included in this lease and lying north of the southern boundary of such extended Newby Street will similarly revert to the State, except to the extent that it may theretofore have so reverted.

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(D) Marietta Depot Property

This lease includes so much of the depot property at Marietta, Georgia, as is outlined in green on the aforesaid maps filed in the office of the State Properties Control Commission only so long as the depot located thereon shall be used for passenger train purposes. Said described portion shall, in the event the depot on said property shall cease to be so used, revert upon such cessation to the possession and control of the State. The balance of said depot property shall continue to be subject to this lease for the full term thereof.

(E) Atlanta Depot Property

This lease shall include the Atlanta Union Passenger Building and so much of the passenger depot property in Atlanta, Georgia, as is outlined in green on the aforesaid maps only so long as there is passenger train service originating or terminating in the Atlanta Union Passenger Depot and being operated over substantially the entire length of the Western & Atlantic Railroad. In the event that prior to discontinuance of such passenger train service, the State shall wish to retake possession of said Building and the air space, which may be done only subject to the clearance provisions of this Lease, between Forsyth and Spring Streets not separately leased as of December 28, 1969, for the purpose of leasing such property for major commercial development, the State shall be permitted by Lessee so to retake possession in accordance with the four numbered following provisions as conditions precedent:

(1) Upon wishing to retake possession the State shall give to Lessee notice in writing of such wish.

(2) Prior to giving such notice, the State shall confer with Lessee concerning said wish and concerning replacement structures and facilities to substitute for said Building.

(3) Upon there being available for use and occupancy by Lessee adequate replacement structures and facilities

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(including structures and facilities supplemental to, sustaining of or related to passenger train operations, over the Western & Atlantic Railroad, which language shall include, but not be limited to, structures and facilities for handling mail, baggage and express) reasonably satisfactory to Lessee as to location, design, physical condition and facilitation of its operations of passenger trains over the Western & Atlantic Railroad, Lessee shall relinquish to the State possession of said Building and air space, it being understood that the cost of said replacement structures and facilities (including structures and facilities supplemental to, sustaining of or related to passenger train operations over the Western & Atlantic Railroad) shall not be borne by Lessee and, further, that the cost of transferring Lessee's operations to such replacement structures and facilities shall not be borne by Lessee.

(4) The work of construction and replacement shall be performed at such reasonable times and in accordance with such reasonable standards and specifications as may be established by Lessee.

In the event discontinuance of said passenger train service shall be authorized and effected and, at such time, the State shall not have retaken possession as above provided for, then 90 days after discontinuance shall have been authorized and effected said Depot Building (including the air space, subject to the clearance provisions of this lease, between Forsyth Street and Spring Street not separately leased as of December 28, 1969) shall revert to the possession and control of the State. If, upon the effective date of discontinuance of said passenger train service, State shall have retaken possession as above provided for, Lessee shall, within 90 days after discontinuance shall have been authorized and effected, surrender to State such possessory right in the replacement depot building structures (including air space above 23 feet above the top of the rails as might be occupied by such structures) as shall be then enjoyed by Lessee.

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In the event that passenger train service shall be discontinued as above referred to, then as to the balance of the property outlined in green, the parties hereto will consider, in good faith, the further need of Lessee for railroad purposes of any or all thereof, to the end of reaching agreement as to the continuation in this lease of all or any part thereof. As to said balance of the property outlined in green, the Lessee agrees to advise the State within 90 days after the discontinuance of passenger service if that property so scheduled to revert, or any portion thereof, is required by the Lessee for railroad operating purposes, together with the justification for such requirement. The State agrees that it will advise the Lessee within 90 days after receipt of such notice of the State's acceptance or rejection of Lessee's request. Should the State reject such request by Lessee the parties will in good faith endeavor to negotiate a satisfactory agreement whereby Lessee may be permitted continued use of all or some portion of said property. Should the parties be unable to reach such satisfactory agreement a determination shall be made by arbitration as now provided in Sections 7-201 to 7-224, both inclusive, of the Code of Georgia of 1933.

(F) Wall Street

It is understood and agreed by and between the parties hereto that in the event State shall, during the term of this lease, wish to allow the use of a portion of the property herein leased for purposes of a public road by widening and extending present Wall Street in Atlanta, Lessee will accede to removing from this lease so much of the leased property as is necessary to provide for such purpose a parcel of not more than fifty-two (52) feet uniform width, said width to be measured from the July 1, 1966 eastern right-of-way boundary of the Western & Atlantic Railroad and to include that property outlined in yellow on Map No. 1 of the maps referred to in the first paragraph of this Section One, with such removal to be subject to the following conditions precedent:

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(1) There shall be made available to Lessee, at no cost to it and on Western & Atlantic Railroad property in the vicinity of existing Wall Street presently owned by the State or on property contiguous thereto, not less than two main tracks (together with reasonably necessary track connections, structures and appurtenances, either on or off said parcel) and sufficient right-of-way therefor, all in condition to provide for Lessee's operation over said tracks in a safe, convenient, expeditious and economical manner. Said tracks shall be so designed, constructed and placed as to allow a horizontal clearance of at least ten feet between the face of any pier, pillar, column or other obstruction and the center line of the nearest track on either side thereof and a horizontal clearance of at least fourteen feet between center lines of tracks when there is no pier, pillar, column or other obstruction between said tracks, except where then-existing horizontal clearance are less, such then-existing horizontal clearances may prevail at that location. However, if any then-existing pier, pillar, column or other obstruction shall be removed in the course of such widening and extending, the specific clearance referred to in the next preceding sentence shall thereafter prevail. Said clearances shall extend uniformly from a vertical extension upward of said center lines for the distance of the prevailing vertical clearance. All work of removal, relocation and construction of tracks, structures and appurtenances required, directly or indirectly, by reason of the widening and extending of Wall Street shall be performed in accordance with such plans and specifications, and at such reasonable times, as may be established and approved by Lessee and at no cost to Lessee.

(2) Any additional land needed to permit the relocation and construction of said tracks, structures and appurtenances shall be acquired by State without cost to Lessee and shall, promptly upon acquisition, be subjected to the provisions of this Lease.

(3) The aforesaid portion of the right-of-way subject to removal shall not be removed from this Lease until

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after completion of the work contemplated in the foregoing paragraphs.

(4) The State shall require those performing said work of removal, relocation and construction to make arrangements satisfactory in form and content to Lessee to hold harmless from and indemnify it against, any loss, expense, or damage (including loss, expense or damage as a result of interference with its operation) suffered, directly or indirectly, by it from or by reason of any acts or omissions during or by reason of the work of removal, relocation and construction.

(5) Any widening and extending of Wall Street shall be in such manner that Wall Street, as widened and extended, and the traffic thereon, shall not present a hazard to the safe, convenient, expeditious, economical and healthful operation of the railroad. State shall, at the request of Lessee, require, as condition precedent to the widening and extending of Wall Street, that Fairlie Street be closed to vehicular traffic to the extent that said Fairlie Street crosses the properties herein leased.

ADDITIONS:

(A) The State proposes to acquire at a later date such of the railroad properties and facilities listed in Appendix "A" hereto, that it may acquire under the provisions of the lease of the Western & Atlantic Railroad which terminates December 27, 1969 as are determined to be need for and/or convenient to the operations of the Western & Atlantic Railroad and are available at a price reasonably related to their operational value. Any railroad properties or facilities so acquired, or otherwise acquired from the present lessee (i.e., the lessee under the lease of the Western & Atlantic Railroad which terminates December 27, 1969) by the State for the Western & Atlantic Railroad subsequent to July 1, 1966, shall be added to the properties and facilities listed above, subject to the exceptions as to air, mineral and subsurface easement rights listed above, and the Lessee

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agrees to pay to the State, over and above the rental specified in Section Four of this lease, an additional annual rental for said properties or facilities so acquired consisting of five (5) per cent of the price paid by the State for said properties and facilities as determined in accordance with the provisions of this paragraph. In the event of the failure of the State and the Lessee to agree on such price to be paid by the State for said properties and facilities, the amount thereof shall be determined by arbitration as now provided in Sections 7-201 to 7-224, both inclusive, of the Code of Georgia of 1933. Nothing in the foregoing sentence shall be deemed to have waived such rights as are held by the present lessee (i.e., the lessee under the lease of the Western & Atlantic Railroad which terminates December 27, 1969) to have the price of said properties and facilities determined in accordance with the provisions of that lease.

The references in Section One of this lease to "sub-surface easements" and "sub-surface easement rights" are for the purpose only of making provision for possible use by the Metropolitan Atlanta Rapid Transit Authority or other public authority having a like function, and are not general reservations, but are limited to that one purpose.

All being the property of the State of Georgia, and which the said Acts of the General Assembly of Georgia hereinbefore mentioned authorized the State Properties Control Commission to lease.

TWO: Subject to and in accordance with the terms, limitations and provisions of this contract of lease and of the several Acts of the General Assembly authorizing the same, the State, as lessor, hereby grants to Lessee the right to possess and enjoy the use of said properties leased herein and further covenants the quiet and peaceable possessions and enjoyment of all the property herein leased to the Lessee.

THREE: In view of the participation of each in the preparation of this lease, the State and Lessee agree that

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if it becomes necessary to construe any of the provisions of this lease, there shall be no presumption for or against either party on the ground of its participation in such preparation.

FOUR: The said Lessee covenants and agrees that as rent for the said Western & Atlantic Railroad it will pay into the treasury of the State a base annual rental of ONE MILLION dollars. Said base annual rental shall be the rental for the first calendar year of this lease, commencing January 1, 1970. Each succeeding calendar year of this lease Lessee shall pay, in addition to said base annual rental, an amount equal to the product obtained by multiplying the said base annual rental by an escalation factor of 2.5 per cent times the number of calendar years the lease has run through the end of the preceding year. Such annual rentals are to be paid in equal monthly installments in advance, on or before the first day of each and every month during the period of the lease, the first payment to include, as rent for the four days of December 28-31, 1969, the additional amount of 4/365's of the said base annual rental.

After the first calendar year of this lease, Lessee shall also pay annually to the State such an amount, if any, as may be necessary to cause the total annual payments for the then-current year to the State under this Section of the lease to equal that percentage of Lessee's railway operating revenues for the then-current year as the said base annual rental is of the 1966 railway operating revenues of Lessee. If Lessee operated a railroad in 1966, but did not then operate the Western & Atlantic Railroad, Lessee's 1966 railway operating revenues shall be increased by $13,031,892 (the 1966 railway operating revenues of the Western & Atlantic Railroad as reported to the Georgia Public Service Commission) and the resultant total shall be substituted for the 1966 railway operating revenues factor in the computation of said percentage. If Lessee did not operate a railroad in 1966, its railway operating revenues for the first calendar year of this lease shall be substituted for the 1966 railway operating revenues factor in the computation of said percentage.

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The additional annual rental, if any, so computed shall be paid to the State on or before April 1 of the year following the year for which due. If Lessee defaults on payment of said additional annual rental by that date and if said additional annual rental is not paid within 30 days after notice of said default is given to Lessee by the State, the State may, at its option, declare this lease forfeited with all the penalties of forfeiture as provided in this Section Four.

The parties recognize that Lessee or a successor lessee may, after the date of execution of this lease, be a party to a corporate merger, consolidation or other transaction subject to the approval of and authorization by the Interstate Commerce Commission by which the properties producing railway operating revenues of Lessee (or those of a successor lessee) during the term of this lease may be materially enlarged or increased. It is the intention of the parties that, in case of any such corporate merger, consolidation or other transaction, adjustment be made in the factors used to compute the additional rental provided for in the second paragraph of this Section Four, the purpose of the adjustment being to allow such additional rental thereafter to be so computed as to be related only to the railway operating revenues produced by LOUISVILLE AND NASHVILLE RAILROAD COMPANY lines as those lines were constituted on December 31, 1966, including the lines of the Western & Atlantic Railroad as those lines were constituted on December 31, 1966. To that end, in the event of such a merger, consolidation or other transaction, then, at the request of Lessee or a successor lessee, as the case may be, such adjustment shall be made by relating the railway operating revenues of Lessee or successor lessee, as the case may be, for the fifth year (plus those of the Western & Atlantic Railroad if not operated by Lessee or a successor lessee in said fifth year) prior to the year of the effective date of merger, consolidation or other transaction, to the sum of railway operating revenues of Lessee or successor lessee, as the case may be, (plus those of the Western & Atlantic Railroad if not operated by Lessee or a successor lessee in said fifth year) plus

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the railway operating revenues of the other company or companies parties to the merger, consolidation or other transaction or of the properties merged, consolidated or acquired for the said fifth year, and therefrom deriving a new percentage which shall, for the years of the lease term subsequent to the year of the effective date of such merger, consolidation or other transaction, or to the year of the request of Lessee for such adjustment, whichever is later, be applied to the railway operating revenues of Lessee or successor lessee, as the case may be, in such manner as to fulfill the purpose of said adjustment, or by such other method, prescribed by the Interstate Commerce Commission and acceptable to the parties, as shall permit the computation of said additional rental so that it shall thereafter be related only to the railway operating revenues produced by LOUISVILLE AND NASHVILLE RAILROAD COMPANY lines as those lines were constituted on December 31, 1966, including the lines of the Western & Atlantic Railroad as those lines were constituted on December 31, 1966. Operation of the Western & Atlantic Railroad under this lease by a lessee whose railroad operations prior to the effective date of this lease had not included the Western & Atlantic Railroad or the acquisition by the State of additional property or facilities for the Western & Atlantic Railroad shall not be considered such transactions as to require said adjustment.

The railway operating revenues referred to in this Section Four shall be determined by reference to the pertinent annual reports to the Interstate Commerce Commission, and those reports and revenues of Lessee shall include railway operating revenues from Lessee's operation of the Western & Atlantic Railroad; Provided that, to the extent it may be necessary for the purpose of any computation to be made under this Section Four to determine the individual railway operating revenues of the Western & Atlantic Railroad, those revenues shall be determined by reference to reports filed with the Georgia Public Service Commission.

The said Lessee further agrees to deposit with the Treasurer of the State a surety bond issued by a company

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licensed to do business in the State of Georgia in the amount of one year's base rental or, at Lessee's option, recognized valid bonds of the United States, in an aggregate par value equal to one year's base rental.

Should said bonds of the United States, if so deposited by the Lessee, at any time depreciate more than 8.25 per cent in value below their par value and continue so depreciated for four consecutive months or be otherwise reduced, the Lessee shall within thirty days following notice by the State of such four months depreciation or reduction make good said deposit by the deposit of other bonds of like kind, so that bonds at par and market value of at least the amount of the annual base rental of Lessee shall at all times be on deposit by Lessee with the Treasurer, as aforesaid, and in default thereof the State may, in its discretion, declare this lease forfeited, with all the incidents of forfeiture herein provided. If at any time during the term of this lease there shall be on deposit with the Treasurer, bonds of the United States in an amount, measured by market value, of more than one year's base rental and if such condition shall continue four consecutive months, then bonds representing such excess value shall, upon request to the State by Lessee, be delivered to Lessee.

The bonds, whether surety or United States government, so deposited by the Lessee shall be regarded merely as collateral security for the faithful performance by the Lessee of the terms of this lease contract, and shall not be held as exhaustive of other rights of the State, as lessor. And after said bonds have been applied, in whole or in part, as damage penalty or forfeiture, for any act done, or omitted to be done, or any violation of the term of the lease as herein provided, the Lessee shall be liable further to the State for any damage caused by any breach or forfeiture under such contract by such Lessee and not compensated for by such application.

The Lessee through any person authorized by it, shall have access to any United States government bonds so deposited for the purpose of clipping the coupons thereof, in order to collect the interest on said bonds.

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In the event the Lessee shall fail or refuse to pay the aforesaid monthly rental to the Treasurer of the State within twenty days after the time named in this Section for the payment of such monthly rental, the State may collect out of the security on deposit with it the amount of such unpaid rental. If at any time the Lessee shall be in default in an amount as much as six months' rental, or if the Lessee fails or refuses to comply with this lease contract or breaches any of the covenants or conditions thereof, the State, at its option, may declare this lease forfeited and take such steps as required by law for approval of lease to such other party or for such other method of operation as the State may elect, and after execution of such action the State may apply the remaining security deposited as damages on account of the forfeiture, as far as the same may go.

If upon the termination or expiration of this lease, Lessee shall have well and truly performed the undertakings of this lease, any bonds of the United States on deposit with the State shall be returned to the Lessee.

FIVE: The Lessee agrees that it will at all times during the continuance of this lease keep and maintain said railroad, including all of its structures, equipment and appurtenances used in connection therewith, including facilities added to the property of the State under Sections One, Six and Thirteen of this contract, in a condition at least equal to that of the main line of railroads within the State of Georgia which are classified from time to time by the Interstate Commerce Commission as Class I Railroads, and adequately adapted efficiently, safely and expeditiously to serve the public as a common carrier; PROVIDED, that if during the period of this lease the Lessee owns, operates or controls a competing line or lines of railroad between Chattanooga, Tennessee, and Atlanta, Georgia (including, but not limited to, the line of the Southern Railway between Atlanta, Georgia and Chattanooga, Tennessee and the line of the Central of Georgia Railway between Atlanta, Georgia and Chattanooga, Tennessee, via Griffin, or any combination of

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said lines) said Lessee during such period of ownership, operation or control of such competing line or lines:

(1) shall maintain the tracks and facilities of the Western & Atlantic Railroad in sufficiently good condition to permit the safe passage of railroad equipment of gross weights not less than those shown on the following table permitted on said Western & Atlantic Railroad and at speeds not less than those shown on Louisville & Nashville Railroad, Western & Atlantic Division, Operating Timetable No. 2, dated October 29, 1967:

Freight Cars -- 263,000 lb. gross weight on 4 axles, having a distance between the face of the coupler and the center of the truck of 6 feet 3 inches; having an axle spacing in the truck of 5 feet 8 inches; and having a coupled length of 47 feet 6 inches.

315,000 lb. gross weight on 4 axles, having a distance from the face of the coupler to the end axle of 3 feet 6 inches; having an axle spacing in the truck of 6 feet 0 inches; and having a coupled length of 54 feet 0 inches.

394,500 lb. gross weight on 6 axles, having a distance between the face of the coupler to the end axle of 3 feet 8½ inches; having an axle spacing in the truck of 5 feet 6 inches; and having a coupled length of 73 feet 10½ inches.

Locomotives -- 396,000 lb. gross weight (type 6-6 locomotives)

265,000 lb. gross weight (type 4-4 locomotives)

Axle Loadings -- 66,000 lb. gross weight per axle;

(2) shall not reduce or alter the passenger service operated on the Western & Atlantic Railroad below the levels in effect thereon on December 27, 1969, without first securing regulatory commission approval, but only if such approval is required by applicable laws in effect at the time of the proposed change;

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(3) shall not reduce the frequency of local freight and switching service available to shippers located on the Western & Atlantic Railroad below the levels in effect thereon on December 27, 1969, without first securing regulatory commission approval, but only if such approval is required by applicable laws in effect at the time of the proposed change;

(4) shall endeavor to so maintain the volume of through freight movement on the Western & Atlantic Railroad so that for each year of the lease the ratio of the total freight car-miles of all traffic moving the entire distance between Chattanooga, Tennessee and Atlanta, Georgia over the Western & Atlantic Railroad to the total freight car-miles of all traffic moving the entire distance between Chattanooga, Tennessee (including Ooltewah and Cohutta) and Atlanta, Georgia (including Griffin) over the competing line or lines of the Lessee shall be not less than such ratio for the year 1966. The Lessee shall furnish to the State Properties Control Commission, not later than April 1 of the following year, a written report of such total freight car-miles on both the Western & Atlantic Railroad and said competing line or lines for the preceding calendar year. If in any year such freight movement on the Western & Atlantic Railroad falls below such ratio, the Lessee shall furnish to the State Properties Control Commission, not later than April 1 of the following year, full explanation of such reduction in traffic and what steps are being taken to rectify such situation. In event of such reduction, the Lessee specifically agrees to undertake such added solicitation and reasonable internal routing as may be indicated by the circumstances to be needed to offset such reduction in traffic. If such situation persists as long as two consecutive additional years without explanation therefor satisfactory to the State the Lessee shall, at the option of the State, be deemed to have breached this condition of this lease and to be subject to the penalty and forfeiture provisions of Section Four hereof. For the purpose of this section "through freight movement" shall be considered to be the freight cars moving between the switching district at Atlanta (including Griffin) and

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Chattanooga (including Ooltewah and Cohutta) and the mileage of such freight cars which originate or terminate at points on the line of road between these switching districts shall not be included in establishing this ratio.

In the event trackage rights covering the entire line from Chattanooga to Atlanta would be granted by the Lessee to others the total freight car-miles generated by such traffic moving the entire distance between Chattanooga and Atlanta may be included for the purpose of establishing the ratios of traffic volume required under this section;

(5) Lessee further agrees that it will exert its best efforts in good faith to obtain the location of new industries, as well as the expansion of existing industries, upon the Western & Atlantic Railroad to the same extent that it solicits the location and/or expansion of industries along the lines of railroad which it owns, operates or controls. Lessee shall furnish to the State Properties Control Commission, not later than April 1 of the following year, a written report for the preceding calendar year of industries located or expanded on both the Western & Atlantic Railroad and the lines of railroad which it owns, operates or controls;

(6) Lessee further agrees that it will comply fully and in all respects, except for emergency detours, with routing instructions received from shippers requesting or directing that their shipment be forwarded in whole or in part over the Western & Atlantic Railroad and will not prefer its own competing lines in the movements of traffic routed by shippers.

SIX: It is further agreed as a part of the consideration of this contract of lease that, in addition to and exclusive of such expenditures as may be required for the proper repair and maintenance of said railroad and its properties, the Lessee shall during the period of this lease credit to an account called "Additions and Betterments of the Western & Atlantic Railroad" not less than $3,000,000. It is intended that $2,000,000 of

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said Additions and Betterments shall be expended (and charged to said account) at a rate of not less than $400,000 per five-year period beginning on January 1, 1970. The remaining $1,000,000 of said $3,000,000 may be expended by the Lessee as and when deemed by it expedient and desirable.

At the end of each such five-year period, any unexpended portion of the $400,000 scheduled to be expended and charged to said account during that period shall be expended during the subsequent five-year period and failing to be spent during this period will be paid over to the State at the expiration of said subsequent period at the time that the report hereinafter in this section required is made.

If, at the termination of the lease by maturity or for any cause prior to maturity, the Lessee shall have expended and charged to said Additions and Betterments account less than an average of $120,000 per year during the term the lease has run when terminated, the amount of any deficiency not so expended and charged shall be paid over to the State, less such sums as shall theretofore have been paid over to the State under the terms of the next preceding paragraph. Should the amount charged to such account be greater than the amount determined by multiplying $120,000 by the number of years the lease has run, the State does not agree to make, nor does the Lessee expect to receive, any payment by reason of such differences, except in the event that due to unforeseen circumstances or technological improvements in the railroad transportation industry conditions would indicate that extraordinary expenditures for additions and betterments should prudently be made, the conditions above will not preclude the Lessee from seeking the permission and the participation of the State in making and paying for such extraordinary additions and betterments, nor preclude the State from granting such permission and so participating.

It is agreed and stipulated that expenditures for one or more of the following purposes shall qualify as expenditures

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for charge to the account of "Additions and Betterments of the Western & Atlantic Railroad":

(1) Expenditures for additions and betterments to the property of the Western & Atlantic Railroad and the total expenditures for these purposes shall not be less than $2,250,000 during the term of the lease;

(2) The cost of acquisition by Lessee during the term of this lease of rights-of-way diverging from the Western & Atlantic Railroad property and of construction thereon by Lessee of tracks and other structures used for railroad operating purposes, for the purpose of providing railroad access to present or new shippers or receivers of freight. Said right-of-way, tracks, and other structures will become the property of the State at the time they are constructed and will be charged to the account of Additions and Betterments of the Western & Atlantic Railroad. However, should the expenditures for said items covered in this paragraph exceed $750,000 at the termination or expiration of this lease, the State shall select from all such projects built during the term of this lease which of said rights-of-way and tracks it desires to retain up to the original cost of construction of $750,000 and Lessee agrees that these selected rights-of-way and tracks shall continue to be the property of the State provided that the State shall not have the right to designate for retention less than the entirety of any given property and tracks and structures thereon. Should the election of this option by the State as stated above in this paragraph result in transfer of ownership of certain parcels of property, rights-of-way or track structures, such transfers and adjustments in ownership will be made at the expiration or termination of this lease. Any additional such right-of-way, tracks and structures acquired by the Lessee during the term of this lease which are not selected for retention by the State as outlined above shall become the property of the Lessee but as such become subject to purchase by the State as required by the provisions of Section Thirteen of this lease contract.

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Amounts so charged to the Additions and Betterments account shall be as determined by the Uniform System of Accounts for Railroad Companies, as prescribed by the Interstate Commerce Commission at the time of the respective charges, except that when the line of road is improved or clearances are increased, the gross amount expended, less salvage, shall be credited.

All additions and betterments so made and charged against said account and all other lands, tracks and structures so acquired or constructed and charged against said account, shall thereupon be and become the property of the State of Georgia, and shall become subject to the provisions of this lease, without abatement of or deduction from rent and without offset of any kind or character whatsoever.

For purposes of this lease, improvement to line of road shall include, but not be limited to, projects whereby tracks, switches, signals or other facilities are relocated for the purpose of improving the operating or the maintenance characteristics of the railroad, reduction or elimination of curves and grades, elimination of tunnels or bridges and removal of tracks from an unstable subgrade to a more stable subgrade.

The Lessee shall annually, on or before the 20th day of April in each and every year, prepare and file with the State Properties Control Commission, a statement showing in detail the character and extent of the improvements, betterments and additions claimed to have been made by the Lessee during the preceding calendar year ended December 31, which statement shall show the specific character of each expenditure and the amount thereof for which credit is claimed by the Lessee. The said State Properties Control Commission shall examine such statement and account, and if found correct shall endorse approval thereon within sixty (60) days after submission thereof and file the same with the records of the Western & Atlantic Railroad.

If the said State Properties Control Commission shall question the correctness or propriety of the statement or

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of any item or charge contained therein, and if it shall fail to come to an agreement with the Lessee with respect thereto, the matter in dispute shall be submitted to arbitration in the manner as is now provided in the laws of the State of Georgia in Sections 7-201 to 7-224, both inclusive, of the Code of Georgia of 1933.

SEVEN: It is understood and agreed that in making improvements and betterments for the use and operation of the Western & Atlantic Railroad the Lessee shall, insofar as it properly may, construct and maintain the same upon the property of the State, to the end that the integrity of the Western & Atlantic Railroad for the uses of transportation shall be preserved and facilitated.

EIGHT: The State will give its consent to the revision and doubletracking of the line as deemed desirable by Lessee, and will cooperate in securing the land necessary therefor, at the expense of Lessee.

It is understood and agreed that no substantial departure in the route or direction of the line of railroad, nor abandonment or discontinuance of any part of the line as now constructed and operated, shall be made or permitted without the previous consent of the State.

NINE: It is hereby determined and declared by the State and the Lessee that nothing contained in this agreement is intended to exempt from ad valorem taxes or subject to ad valorem taxes the interests of Lessee created by this agreement. In the event said properties or any interests therein are declared subject to ad valorem taxation of whatsoever nature in Georgia, by a final decision of a court of competent jurisdiction, then any such sums or taxes, including any interest and penalties occasioned by the actions or defaults of the State, shall be the responsibility of the State and be paid by the State. Lessee agrees it will defend against any effort to levy ad valorem taxes on said property and interests therein, and that Lessee will prosecute and defend any necessary appeals to the highest State Court having jurisdiction in the matter. Lessee agrees that it will promptly

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notify the State upon receipt of notice of any intention to impose ad valorem taxes and the State may, at its option, elect to join Lessee in defending against such imposition, to intervene in any proceedings related thereto, or take such other action with respect thereto as it deems necessary or proper. In the event said property or any interests therein are once declared to be subject to ad valorem taxation by a decision of a court of competent jurisdiction, Lessee agrees that it will promptly notify the Governor and the General Assembly if then in session, and if not then in session, will notify the Governor, of such decision, and the State shall have until ten days after the conclusion of the next succeeding regular annual meeting of the General Assembly, or thirty days after the entry of such final decision, whichever occurs later, to pay such sums or taxes, or to settle, adjust, compromise, or provide for by legislation, such sums or taxes, and if not so paid or resolved within such time, then thereafter any such sums or taxes, whether for that or any subsequent period, may be paid by the Lessee and shall be deemed a payment, pro tanto, of rent, and rent provided for in Section Four of this lease shall be reduced by the amount of such sums or taxes paid by the Lessee.

It is further understood, covenanted and agreed that the Lessee shall, during the entire term of this agreement, pay all taxes (other than the ad valorem taxes referred to hereinabove), specifically including, but not limited to, income taxes, and governmental charges, on or for the operation of said property. In addition the Lessee shall pay all tax assessments and governmental charges as may be imposed during the term of said agreement by the Government of the United States, and Lessee shall be required, and hereby obligates itself, to pay on all of that portion of the properties covered by this agreement and lying within the State of Tennessee all taxes and assessments that may be legally levied under the laws of said State. It is specifically agreed further that the rolling stock, equipment and other property owned by the Lessee and used in connection with the operation of the properties herein conveyed, shall all

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be subject to taxation as other like property is taxable in the State of Georgia.

It is further understood, agreed and declared, that where the words "grant," "grantee," "grantor," "lease," "sublease," "sublet," "lessor," "lessee," "sublessee," "tenant," "rent," "rental," and words of similar nature are used in this agreement, they are used for purposes of identification and convenience of expression.

TEN: The Lessee shall not sublet the property leased hereby, or any part thereof, except (1) such as is not needed for railroad purposes, (2) for use as a rapid transit project or projects as defined in the Metropolitan Atlanta Rapid Transit Authority Act of 1965, as amended, or (3) where said subletting is made for a railroad purpose of the Lessee, including the location on said property or part thereof of a business or industry utilizing the subleased property in whole or in part for the shipping or receiving of freight moving over the Western & Atlantic Railroad; PROVIDED, that no part of the properties referred to in paragraphs (B), (C), (D) and (E) of the Exceptions in Section One of this lease shall be sublet without the prior consent of the State Properties Control Commission.

Where any property is so sublet pursuant to the provisions of this section a copy of such sublease and any subsequent amendments thereto shall be promptly supplied to the State Properties Control Commission for its records. No such subletting shall extend beyond the term of this lease, whether by expiration of time, forfeiture or other cause; nor shall any sublease give rise to any privity of contract as between the sublessee and the State; nor introduce a new party to this contract, nor relieve the Lessee of any duty, obligation or requirement imposed upon it by law or by this contract of lease.

The Lessee shall pay to the State an amount equal to one-half of the net rental received (being the gross rental, less those expenses directly attributable to the property and which the contract of sublease provides

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shall be paid by Lessee) by the Lessee for each sublease made by Lessee and this payment shall be considered as an additional rental to that amount required by Section Four of this lease. All permanent improvements, betterments or additions in, to or on the property so subleased made by the Lessee or its tenants shall become, upon the expiration of this lease, the property of and belong to the State.

Should the Lessee elect to sublease all or any part of (1) the space over the tracks below the level of 23 feet above the top of rails of any track or (2) within 18 feet in a horizontal distance of the centerline of any track south of the Magnolia Street viaduct in Atlanta or (3) within 18 feet in a horizontal distance of the centerline of any main track north of the Magnolia Street viaduct in Atlanta, the Lessee agrees to pay to the State all of the rental received for that portion of the space so sublet.

ELEVEN: The granting by Lessee to other carriers of trackage rights over the Western & Atlantic Railroad or any part thereof, shall not be construed as a subleasing of the property such as is forbidden by Section Ten of this lease and Lessee agrees to grant trackage rights to other railroads over the tracks of the Western & Atlantic Railroad at all points where such rights were in effect on December 27, 1969.

Should the Lessee be other than the one leasing the Western & Atlantic Railroad immediately prior to December 28, 1969, Lessee agrees that, at the request of said former lessee or the State, it will grant to said former lessee trackage rights over the Western & Atlantic Railroad on traffic moving

(a) from Atlanta and beyond to Chattanooga and beyond, and vice versa,

(b) from beyond Junta on the L&N RR and connections to Atlanta and beyond, and vice versa,

(c) from beyond Elizabeth on the L&N RR and connections to Atlanta and beyond, and vice versa,

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under terms and conditions generally observed in the railroad industry in the granting of rights of similar nature.

Except as provided above, Lessee shall not grant trackage rights over the Western & Atlantic Railroad or any part thereof without the prior consent in writing of the State.

The Lessee agrees to pay to the State one-half of that portion of the rentals received from the grant of any and all trackage rights over the Western & Atlantic Railroad or any part thereof which are computed on the basis of a percentage return on capital investment in the railroad and facilities so utilized, or similar basis; such payment to be considered as an additional rental to that amount required in Section Four of this lease. The Lessee is to retain all of that portion of the rentals received from the grant of such trackage rights which are computed on a wheelage or other use basis, where such rental payments are designed and designated to reimburse the Lessee for a fair proportion of amounts paid or incurred by it in conformity with accounting principles contained in the Uniform System of Accounts for Railroad Companies, as prescribed by the Interstate Commerce Commission at the time of the respective charges, for maintenance, operating and other expenses.

Such trackage rights use of the tracks and property of the Western & Atlantic Railroad shall always be subject to all of the duties, obligations and liabilities of Lessee to the State under this contract of lease; and it is further understood and agreed that no contract or agreement for any servient use of the tracks or railway facilities of the Western & Atlantic Railroad, granted by Lessee to any other person, shall be construed as introducing a new party to the contract between Lessee and the State; and every such servient use shall be subject in all respects to this contract of lease, and as between the State and Lessee such servient use shall be regarded as being the use by Lessee through its agent or tenant.

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TWELVE: There is hereby expressly reserved to the State the power, exercisable on reasonable notice to the Lessee, to authorize the laying out, building and construction by others or by itself (hereinafter in this section referred to as `grantees') of such ways, streets, roads, bridges, viaducts, pipe lines, sewers, electric or communication lines and other utilities (except that no such authorization shall be granted for a crossing which would intersect any railroad tracks on the property and which is intended for use by a carrier, other than by highway, of freight or passengers), across or along (hereinafter called "crossings") the property herein leased as may be deemed by it to be in the interest of the people of Georgia, without liability on the part of the State over to the Lessee by abatement of lease money or otherwise, provided that the Lessee may establish, except as against the State, reasonable standards for terms of existence, compensation (except that no compensation shall be charged in the case of road crossings), service charges to Lessee and indemnity of Lessee. The Lessee may establish for all grantees reasonable standards for construction, clearances, maintenance and safety of said crossings, and other provisions necessary to assure the safe, convenient, expeditious, economical and healthful operation of the railroad, which standards shall be embodied within a written contract between such grantee and Lessee in the usual form of contract from time to time used by Lessee for such crossings elsewhere on its railroad lines and provided further that all crossings (with the exception below as to road crossings) and all equipment and structures used in conjunction therewith will be constructed and maintained without cost to the Lessee. Where road crossings are involved the Lessee will participate in the cost of construction and maintenance of grade crossing protection devices but to no greater extent than required by law from time to time of other railroads in the State of Georgia in like situations on their lines in Georgia. Where such road crossings involve grade separation structures the State shall be responsible for any portion of the cost of construction of such grade separation structures chargeable to the Western & Atlantic Railroad and the Lessee

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shall participate in the cost of maintenance thereof, but to no greater extent than required by law from time to time of other railroads in the State of Georgia in like situations on their lines in Georgia.

The reservation to the State of said power of authorization shall not be exclusive, and Lessee may, as it may from time to time deem proper, authorize such laying out, building and construction of such crossings. Lessee will within sixty (60) days following final approval thereof by Lessee furnish to the State Properties Control Commission for its records a copy of each contract so entered into by the Lessee and any grantee.

Nothing herein or in any authorization given by the State shall operate to prevent Lessee from recovering from any such grantee (which term "grantee" for the purposes of this sentence only shall not include the State) or other person, firm or corporation compensation for and reimbursement of any loss, expense or damage suffered by Lessee by reason of any such authorization or by reason of the actions or omissions of such grantee or their employees, agents or servants or by reasons of the actions or omissions of any other person, firm or corporation or their employees, agents, or servants, following the grant of such authorization.

It is the intention of the parties that this Section Twelve shall provide only for crossings giving access across the railroad right-of-way. It is not intended that longitudinal encroachments be allowed on the right-of-way except as they may be required in the proper design of a transverse crossing.

THIRTEEN: In the event that expenditures for acquisition of rights-of-way and for construction as described in Paragraph (2) of Section Six of this lease shall not remain charged to Additions and Betterments account as provided in said Section Six, the State shall have the option of purchasing any such tracks and structures used for railroad operating purposes, built for the purpose of providing access to industries, owned by Lessee

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or by a subsidiary company of Lessee and diverging from the property of the Western & Atlantic Railroad, together with the underlying rights-of-way upon which these tracks and such other structures are constructed, should said rights-of-way be owned by Lessee or by a subsidiary company of Lessee. Said option shall be exercised not more than six months following termination or expiration of this lease.

Should the State elect to exercise its right to purchase these additional tracks and such other structures and the underlying rights-of-way, such purchase shall be in accordance with the following conditions, to wit:

(1) The State shall, not later than six (6) months after the expiration or termination of this lease give to Lessee notice of its desire to acquire such property.

(2) If Lessee is willing to sell such property to the State, its reasonable value at the time the notice of such desire to purchase is given to Lessee, shall be paid by the State of Georgia, and in the event the parties hereto cannot agree as to such reasonable value, the amount thereof shall be determined by arbitration as now provided in Sections 7-201 to 7-224, both inclusive, of the Code of Georgia of 1933.

(3) In the event Lessee is unwilling to sell any parcel or piece of property which the State gives notice it desires to purchase, the respective rights of each shall be determined by arbitration under the aforesaid sections of the Code of Georgia. The arbitrators shall first determine whether Lessee shall be required to sell said parcel or piece of property, in determining which the arbitrators shall give consideration to the necessity of each party for the use of said property or any portions thereof. Should said arbitrators determine that Lessee should not, if unwilling, be required to sell the whole of said parcel or piece or any portion thereof, then said arbitration shall be final as provided in said Sections of the Code of Georgia. Should, on the other hand, said arbitrators determine that Lessee should, though unwilling, be.

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required to sell the whole of said parcel or piece of property, then said arbitrators shall be authorized to proceed to fix a reasonable value to be paid by the State. Should said arbitrators determine that the said parcel or piece of property should be divided between the parties hereto, then they shall proceed to assign to each the particular portion thereof which, in their judgment, each should have, and shall also fix the reasonable value of the portion so assigned to the State, which value shall then become the amount to be paid by the State. Should the arbitrators determine that said parcel should be so divided, then Lessee may require the State, as a condition to purchasing that part assigned to it by the arbitrators, to purchase the entire parcel or piece of property at the reasonable value thereof, that value, in like manner to be determined by the arbitrators.

The option provisions of this Section shall apply only to acquisitions and construction taking place during the term of this lease, provided, that nothing in this lease shall be construed as giving to the State the right of option to any tracks or other structures used for railroad operating purposes constructed during the term of the lease on property owned prior to the beginning of this lease by the Lessee or by any company affiliated with or subsidiary to said Lessee and constructed for use directly in connection with any facility owned prior to the beginning of this lease by the Lessee or by any company affiliated with or subsidiary to said Lessee.

(4) It is further agreed that whenever the Lessee shall acquire and be prepared to enter upon the use of any property of the character of that contemplated and referred to in this Section, it shall within ninety (90) days thereafter furnish to and file with the State Properties Control Commission a statement or report setting out a description of the property, it location, its contemplated use and the purchase price thereof. If the property shall have been acquired upon a consideration other than the payment of money, such consideration, together with the value of the property, shall be stated.

 

 

 

 

 

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FOURTEEN: The right is hereby expressly reserved to the State to remove and cause to be discontinued any or all encroachments and other adverse uses and occupancies in and upon the right-of-way or upon other properties of the Western & Atlantic Railroad, or any part thereof, whether maintained under claim of lawful right or otherwise; and to this end Lessee hereby consents that the State may withhold delivery of possession, or right of possession to Lessee of such parts of the right-of-way and other properties as may be so adversely used and occupied, until such encroachment and other adverse uses and occupancies shall have been removed or discontinued; and the State of Georgia shall undertake to remove and cause the discontinuance of such encroachments, uses and occupancies, acting therein in its own name and behalf as the owner of the property. It is further understood and agreed that Lessee will, if and when so requested, join with the State and become a party to any proceeding, judicial or otherwise, that may be instituted by and on behalf of the State for the purpose of freeing the right-of-way and property of the Western & Atlantic Railroad from all adverse uses and occupancies; provided that nothing herein shall be construed as applying to the tenants and licensees of the present Lessee.

The State agrees that it will, at the written request of Lessee, as from time to time may be made, undertake to remove such encroachments and other adverse uses and occupancies and cause them to be discontinued.

It is understood and agreed that when such adverse uses and occupancies shall have been removed by judicial proceedings or otherwise the use of the same for the remaining period of the lease shall inure to the benefit of Lessee to the same extent as the other portions of the right-of-way and properties herein conveyed shall inure to it under the terms and provisions of this contract.

FIFTEEN: Should, during the term of this lease, any building or other structure now upon the property of

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the State included in this lease, or any building or other structure hereafter constructed thereon, be damaged or destroyed by fire or other casualty, the Lessee shall advise the State Properties Control Commission in writing within sixty (60) days following such damage or destruction and if such building or structure be then reasonably needed for railroad operating purposes, Lessee binds and obligates itself to restore such building or structure, within a reasonable time, in substantially as good condition as previous to said damage or destruction, provided, that Lessee shall not be required to replace or restore any building or structure which may have been built wholly or partially on said State property by parties other than Lessee, prior lessees or the State.

SIXTEEN: It is expressly agreed that this lease is made subject to the aforesaid Acts and Resolutions of the General Assembly of Georgia authorizing the making of this lease and that if any of the terms or conditions in this lease are found to be deficient or in conflict or inconsistent with any of the terms or provisions of the aforementioned Acts or Resolutions of the General Assembly, in such event the terms and provisions of said Acts and Resolutions shall govern and control, and all other terms, conditions and provisions of this lease shall continue in full force and effect the same as if such statutory terms and provisions had been expressed herein.

SEVENTEEN: The State may, at its option, and by delivering to Lessee prior to January 1, 1992 written notice of the exercise of such option, renew this lease on the same terms and conditions as herein contained, for an additional twenty-five year term commencing on January 1, 1995. Should the State determine not to exercise said option, then in that event the State will extend to Lessee the right to renew this lease for a rental and conditions which are fair and reasonable. The State agrees to advise Lessee prior to December 31, 1992, but not before January 1, 1992, of reasonable terms and conditions upon which the State will renew the lease, which advice shall constitute an offer to lease upon such terms and conditions. Lessee agrees to advise the State

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within six months after notification of the State's proposed terms if they are acceptable by Lessee, which notification may contain alternative proposed terms and conditions. If such alternative proposed terms and conditions are so contained, the parties shall endeavor in good faith, to negotiate a satisfactory lease.

Should such good faith negotiations not result in agreement upon a further lease, nothing herein shall prohibit Lessee from subsequently bidding on or seeking renewal of the lease in competition with others or through further and later negotiation with the State.

EIGHTEEN: The State, at the time of the execution of this lease contract, represents that the land and improvements thereon comprising the railroad herein leased, are complete in all respects and in good serviceable condition, ready for operation. The Lessee shall receive the road and roadbed, stations and other property of the Western & Atlantic Railroad in its condition at the time this lease contract is executed, ordinary and natural wear and tear until the expiration of the present lease excepted. The State Properties Control Commission shall, not later than one year prior to the effective date of this lease, with such expert assistance as it may deem advisable, carefully examine the road, roadbed and its appurtenances, and prepare a full and complete report of the condition of the same, and a copy of such report will be furnished to the Lessee.

NINETEEN: The Lessee shall keep adequate records and books of account, classified in accordance with the Interstate Commerce Commission rules and regulations governing the accounting of Class I carriers by railroad, showing all items of whatever nature that are material to this lease contract in connection with the performance thereof. The Lessee shall also maintain such other adequate records as will be sufficient to allow determination of compliance with the provisions of this lease. In addition, the Lessee will supply the State with two complete sets of valuation maps of the Western & Atlantic Railroad -- one set for the Georgia Public Service Commission

Page: 94

and one set for the State Properties Control Commission -- with such maps to be kept current by the filing of revisions thereto of changes made in the railroad property and tracks. Such revised maps shall be filed not later than April 1 of each year.

TWENTY: The Western & Atlantic Railroad shall be identified and operated as a division or sub-division of Lessee's railroad system and the principal office of said division or sub-division shall be within the limits of the State of Georgia.

TWENTY-ONE: The Lessee shall permit inspection of the Western & Atlantic Railroad by the authorized representatives of the State, identified by writing delivered or exhibited to the Lessee, at reasonable times. The Lessee shall be notified in writing of any deficiencies noted under the terms of this lease contract.

TWENTY-TWO: Where delegation is made herein to the State Properties Control Commission or the Georgia Public Service Commission for the performance of any duties in connection with this lease, the State reserves the right through appropriate action by the General Assembly of the State of Georgia to appoint such other authority as it may designate to perform such duties.

TWENTY-THREE: It is recognized by the parties hereto that Metropolitan Atlanta Rapid Transit Authority, hereinafter called "Transit", may wish, during the term of this lease, to occupy, for purposes of a public rapid transit system, a portion of the surface of the property herein leased. The portion as to which such occupancy may be desired is shown on maps prepared by Parsons, Brinckerhoff, Tudor and Bechtel, Nos. 10.01.01 and 10.01.02, dated June 22, 1967, on file in the office of the Secretary of the State Properties Control Commission and identified by the Secretary's signature as being those referred to in this section.

Lessee agrees that it will allow Transit access at reasonable times to the parcel described on said maps prepared

Page: 95

by Parsons, Brinckerhoff, Tudor and Bechtel for the purpose of surveying, making soils analysis, and performing necessary engineering and design efforts, so long as such access shall not, in the judgment of Lessee, interfere with the operations and convenience of the Lessee or other occupants of the parcel.

Lessee agrees that Transit may, upon complying with all of the following conditions precedent, take occupancy of the said portion of the surface:

1. Transit shall deliver to Lessee written notice of its intention to occupy said portion of the surface, said notice to be given not less than six (6) months prior to the time that Transit shall wish to commence the work described in paragraph 2 (a) immediately following.

2. Transit shall enter into a written agreement with Lessee in which Transit, in form and content satisfactory to Lessee, shall agree as to Lessee, successor lessees and other operations of railroad service over the railroad lines described herein that:

(a) Transit shall, at no cost to Lessee, successor lessees or other operators of railroad service over the railroad lines described herein, relocate any tracks, buildings, other structures, and appurtenances to all the foregoing, to locations, and in accordance with plans and specifications approved by Lessee. The work of relocation shall be performed at such reasonable times as may be established by Lessee. The term "relocation" shall include construction of such new facilities, (including provisions for access to the new and relocated facilities), as may, in the opinion of Lessee, be required in order that service rendered on or from the properties described in this lease shall neither be impaired nor disadvantaged.

(b) Transit shall indemnify them, their sublessees and licensees, jointly and severally, against and hold them, their sublessees and licensees, harmless from any loss, expense or damage (including loss, expense or damage as a result of interference with the operations of one or

Page: 96

more of them, their sublessees and licensees) suffered, directly or indirectly, by them, their sublessees or licensees from or by reason of acts or omissions of Transit, its agents, employees, servants, or independent or other contractors during the work of survey, analysis, testing and necessary engineering and design efforts, the work of relocation and thereafter.

Upon completion of said work of relocation, Transit may take possession of said portion of the surface and thereupon said portion shall, ipso facto, be removed from this Lease and Lessee shall have no further obligation to the State in respect of such portion.

As to that track presently designated on Western & Atlantic Railroad Station Map L&N 301-V-1/S-1-A as Track No. 12, Lessee agrees that, if said track be relocated in the course of construction of Transit's system, it shall be relocated to that location on Western & Atlantic Railroad property shown in red on that certain drawing No. 7.12.01 prepared by Parsons, Brinckerhoff, Tudor and Bechtel, bearing date February 21, 1967 (Rev. 1 -- 11-16-67), on file in the office of the Secretary of the State Properties Control Commission and identified by the Secretary's signature as being that map referred to in this sentence.

Nothing in this Lease shall be construed to authorize Transit to use any portion of the surface without the previous express permission of the State following payment by Transit to the State of such compensation as may hereafter be determined to be due the State by reason of such proposed use.

The parties hereto recognize that the Metropolitan Atlanta Rapid Transit Authority may wish to use certain other portions of the subject railroad properties in the corporate limits of the City of Atlanta and in the counties of Fulton and Cobb for the purpose of a rapid transit project or projects as defined in the Metropolitan Atlanta Rapid Transit Authority Act of 1965, as amended. The State is desirous of cooperating with the said Transit

Page: 97

Authority in planning, designing and constructing a rapid transit system, and it is the desire of the State in executing this lease that the Lessee will undertake to give its prompt, full and good faith cooperation to said Transit Authority, consistent with the maintenance of safe, efficient and economical railroad service to the public, as it undertakes to establish a rapid transit system in Metropolitan Atlanta.

TWENTY-FOUR: The State and the Lessee recognize that the consummation, terms, conditions, covenants and performance of this lease will be subject to the applicable provisions of the Interstate Commerce Act and to other applicable provisions of the law.

As soon as practicable but not more than ninety (90) calendar days after the date of execution of this lease contract, Lessee shall make application to the Interstate Commerce Commission for an order authorizing it to lease and operate the Western & Atlantic Railroad under the terms and conditions herein set forth. Any provisions herein to the contrary notwithstanding, this lease contract shall not take force and effect, nor shall either party have any responsibility hereunder (except to make application to the Interstate Commerce Commission as in this section provided) or be liable to the other until there shall have become effective an order of the Interstate Commerce Commission authorizing Lessee to lease and operate the Western & Atlantic Railroad pursuant to the provisions of this lease contract on terms and conditions that are entirely acceptable to the State and to the Lessee, each acting in its sole discretion. It is specifically agreed that all provisions contained in this lease as of the date of execution by Lessee are so entirely acceptable to the State and to the Lessee and that the only terms and conditions that either the State or the Lessee has the right to consider further shall be those terms and conditions imposed by any order of the Interstate Commerce Commission in proceedings instituted seeking authorization and approval of this lease or which are changed, altered, deleted, added or affected

Page: 98

directly or indirectly by any such order of the Interstate Commerce Commission in such proceedings or which shall impose on the State or the Lessee any additional conditions or requirements beyond those contained in this lease. As used in this paragraph, the word "affected" shall not be deemed to include authorization and approval of this lease as a whole by the Interstate Commerce Commission.

It is further agreed that if either party hereto is of the opinion that any such order of the Interstate Commerce Commission does so change, alter, delete from, add to, or affect, directly or indirectly, any provision of this lease, or impose on the State or on the Lessee any additional conditions or requirements beyond those contained in this lease, then such party shall, within thirty days after receipt of such an order, so advise the other party. The notice of such advice shall also contain a notice stating whether such advising party wishes to negotiate with the other party to the end of reaching agreement as to the continued effectiveness of this lease as it may have been required to be changed, altered, diminished by deletions, added to or otherwise affected. In the event the advising party wishes so to negotiate, and gives notice to that effect, the parties shall promptly commence such negotiations. If agreement shall be reached, this lease shall be appropriately amended, and a supplemental application, pleading or other document appropriate in the circumstances shall be promptly submitted by Lessee to the Interstate Commerce Commission.

IN WITNESS WHEREOF, the said -- , as Governor of the State of Georgia and Chairman of the State Properties Control Commission, has hereunto attached his official signature and caused to be affixed the great seal of the State of Georgia and the seal of the State Properties Control Commission, in behalf of said State, in duplicate, and Lessee, LOUISVILLE AND NASHVILLE RAILROAD COMPANY, has signed and executed this contract and has affixed its seal if any,

Page: 99

thereto, also in duplicate, on the day and year above written.

STATE OF GEORGIA

BY --

As governor and as Chairman of the

State Properties Control Commission

Attest: --

As Secretary of the State

Properties Control

Commission

Signed, sealed and delivered

in the presence of:

--

--

NOTARY PUBLIC

LOUISVILLE AND NASHVILLE

RAILROAD COMPANY

Lessee By /s/ W. H. Kendall /s/ President

Attest:

Signed, sealed and delivered

in the presence of:

/s/ Philip M. Lanier /s/

/s/ F. R. Wilton /s/

Notary Public, Jefferson County, Ky.

My commission expires December 5, 1969

NOTARY

SEAL

/s/ C. Hayden Edwards Secretary

Page: 100

APPENDIX A

List of Railroad Properties and Facilities referred to in "Additions" paragraph of Section One of Lease (Page 11).

Category C -- Industrial Tracks Connection with the Western & Atlantic Railroad in which the Louisville & Nashville Railroad has investment in track materials (right-of-way either industry-owned or public property)

Note 1 -- The figures show under the heading "Cost" are as of August 31, 1967. They are subject to change upward or downward, and to complete elimination, after such date.

City or Station    Name of Company or Industry    Track No.(s) Serving    Valuation Section Number    Cost to L & N off W & A R/W (see Note 1)

Atlanta    Coca-Cola Co.    185    78+04    $ 481.88

Atlanta    Coca-Cola Co.    186    78+04    1,104.48

Atlanta    Fulton Warehouse    4    101+82    990.98

Atlanta    Central Metal Hide Co.    255    116+26    148.63

Atlanta    Whitaker Oil Co. (McQueen Solvents)    487    221+07    823.56

Atlanta    E. I. DuPont    70    out 69 †    1,376.55

Marietta    Southland Ice    703    1090+95    103.97

Acworth    Coats & Clark, Inc.    704    1793+24 [UNK]  

[UNK]    2,742.40

Acworth    Mooravian Pulpwood Co.    705    1802+51 [UNK]  

Cartersville    Georgia Pipe Co.    707    2475+94    1,649.37

Cartersville    J. W. Hodge (Harris Prod., Inc.)    707-A    out 707 at 1+22    230.27

Cartersville    Harris Products, Inc.    619    out 707 at 6+14    500.03

Cartersville    Kerr-McGee Oil, Inc.    708    2499+48    1,619.85

Cartersville    Kerr-McGee Oil, Inc. [UNK]          

[UNK]          

Cartersville    Duncan Wholesale Co. [UNK]    709    out 708 at 2+12    4,343.89

[UNK]          

Cartersville    Cannon Craft Co. [UNK]          

Cartersville    The Moore Co.    622    out 709 at 13+45    2,378.21

Cartersville    Bartow Seed & Feed [UNK]          

[UNK]          

Cartersville    Knights Mercantile Co. [UNK]    710    2508+58    652.46

[UNK]          

Cartersville    Cotton Producers Assn. [UNK]          

[UNK]          

Cartersville    Candlewick Yarn Mills [UNK]          

Cartersville    Southland Ice Co.    713    2509+43 [UNK]  

[UNK]    $ 1,621.49

Cartersville    Team Track    714    2514+46 [UNK]  

Adairsville    Smith Bros. [UNK]          

[UNK]    724    3602+88    503.60

Adairsville    C. M. Worthington [UNK]          

Calhoun    Team Track    725    4112+67    717.20

Calhoun    Unused Track    727    4174+21    708.26

Calhoun    Moss Builders Supply [UNK]          

[UNK]          

Calhoun    Farmers Mutual Exchange [UNK]          

[UNK]    726    4157+57 [UNK]  

Calhoun    Moss Gin & Feed Co. [UNK]        [UNK]  

[UNK]        [UNK]  

Calhoun    Echota Cotton Mill [UNK]        [UNK]    8,283.83

[UNK]  

Calhoun    Echota Cotton Mill    644, 645    out 726 [UNK]  

Dalton    Sinclair Refining Co.    729    5230+75    52.04

Dalton    Sims Textile Warehouse [UNK]          

[UNK]    730    5236+30    269.94

Dalton    Retail Service, Inc. [UNK]          

Dalton    Acme Lumber & Supply Co. [UNK]          

[UNK]    731    5254+05    553.82

Dalton    Bowen Bros. [UNK]          

Dalton    *Crown Cotton Mills    652     *    493.02

Dalton    *Crown Cotton Mills    651     *    221.86

Dalton    Unused (M. D. Smith)    728    5215+74    481.41

Tyner    Adair & McCarty Co.    704    6806+72    1,548.77

Chattanooga    Lead Track    712    7085+02    $ 649.99

Chattanooga    Cherokee Warehouse    6    out 712 at 8+25 [UNK]  

[UNK]    2,469.06

Chattanooga    Cherokee Warehouse    7, 8    out trk. 6 [UNK]  

Page: 103

Category D -- Lead tracks and team tracks connecting with Western & Atlantic Railroad where both tracks and right-of-way are owned or controlled by Louisville & Nashville Railroad; also industrial tracks connecting with such lead tracks

Note 1 -- The figures shown under the heading "Cost" are as of August 31, 1967. They are subject to change upward or downward, and to complete elimination after such date.

Note 2 -- Investment of $102,908.94 includes lead tracks 553, 111, 112 and 113.

City or Station    Name of Company or Industry    Track No.(s) Serving    Valuation Section Number    Cost to L & N off W & A R/W (see Note 1)

Atlanta    Lead Track    (154    out 116 [UNK]    $ 5,343.09

Atlanta    Southern Hide Co., Poineer Boneless    [UNK]    [UNK]  

Beef, McClure-Burnett, Foundation    [UNK]    [UNK]  

Whse. Terminal, Stockyard Teamtrack    [UNK] 700    135+96 [UNK]  

[UNK]    2,722.62

Atlanta    Lead Track    5    out 116 [UNK]  

Atlanta    Stock lead    116    145+78    1,938.23

Atlanta    Lead Track    485-A    228+70     --

Atlanta    Swift & Co.    148    out 485-A at 227+10    *4,217.33

Atlanta    Swift & Co.    8    out 148    *2,668.66

Atlanta    Swift & Co.    30    out 148    *3,779.49

Atlanta    Swift & Co.    149    out 485-A at 226+35    *3,446.14

Atlanta    Swift & Co.    481    out 485-A    *9,189.29

Atlanta    Lead Track    553    191+64 [UNK]  

[UNK] Southland            [UNK]    102,908.94

Industrial District [UNK]    Lead Track    111    out 553 [UNK]    (see Note 2)

(Southland Industrial District)    Standard Textile Mills Warehouse    111 Ind. Ex.    out 111 at 52+0     --

(Southland Industrial District)    Lead Track    111-C    out 111 at 20+47    14,661.27

(Southland Industrial District)    Empire Distributing    111-C Ind. Ex.    Ex. 111-C     --

(Southland Industrial District)    Walro Realty Co. (R.C.A.)    111-D    out 111-C at 7+48    1,269.76

(Southland Industrial District)    D. H. Overmeyer (The Dayco Corp.)    111-E    out 111-C at 14+52    2,469.20

(Southland Industrial District)    National Blank Book Company    111-F    out 111-C at 7+00    2,902.92

(Southland Industrial District)    J. P. Realty Co. (Howard Paper Co.)    111-B    out 111-C at 15+69    2,396.14

(Southland Industrial District)    Lead Track    110    out 111 at 26+34    42,050.74

(Southland Industrial District)    Anderson McGriff Co.    110 Ind. Ex.    Ex. 110     --

(Southland Industrial District)    Weyerhaeuser Co.    110-A    out 110 at 10+13    3,340.59

(Southland Industrial District)    D & J Realty    110-B    out 110 at 16+14    11,494.28 Est.

(Southland Industrial District)    Lead Track    114    out 111 at 27+34    32,914.40

(Southland Industrial District)    Masonite Corporation    114 Ind. Ex.    Ex. 114     --

(Southland Industrial District)    Sacco Corp (Pennick & Fort, Ltd.)    130    out 114 at 9+53    2,217.15

(Southland Industrial District)    Lead Track    126    out 114 at 11+05    2,795.62

(Southland Industrial District)    Cherokee Invest. Co. (Mobiliner Tire Co.)    126 Ind. Ex.    Ex. 126     --

(Southland Industrial District)    E. L. Moon (Owen Corning Fiberglass)    114-B    out 114 at 14+30    3,012.96

(Southland Industrial District)    Realty Co. of Ga. (Howard Paper Co.)    114-A    out 114 at 18+78    6,247.69

(Southland Industrial District)    Ben J. Massell (Hotpoint Div.)    114-C    out 114 at 19+75    2,406.79

Atlanta    Anderson-McGriff    118    out 111 at 42+58    1,152.58

(Southland Industrial District)    Lead Track    119    out 111 at 28+24    18,238.74

(Southland Industrial District)    K. D. Holding Co. (Rheem Mfg. Co., Mod. Whse.)    119 Ind. Ex.    Ex. 119     --

(Southland Industrial District)    Lead Track    120    out 111 at 45+00 [UNK]  

[UNK]    27,988.99

(Southland Industrial District)    Lead Track    132    out 120 at 6+07 [UNK]  

(Southland Industrial District)    Westinghouse Elec. Co. (Lockheed    120 Ind. Ex.    Ex. 120  

Aircraft Corp. [UNK]             --

(Southland Industrial District)    T. B. Mimms (Fiber Corp.) and    132 Ind. Ex.    Ex. 132  

(Gate City Service)    124    out 120 at 2+89     --

(Southland Industrial District)    Lead Track            1,481.89

(Southland Industrial District)    Kasa Investment Co. (U.S. Plywood)    124 Ind. Ex.    Ex. 124     --

(Southland Industrial District)    Lead Track    122    out 120 at 7+61    2,493.56

(Southland Industrial District)    Chatta. Southern Corp. (Reynolds Metals Co.)    122 Ind. Ex.    Ex. 122     --

(Southland Industrial District)    Westinghouse Elec. Co. (Lockheed Aircraft Corp.)    120-A    out 120 at 13+61     --

(Southland Industrial District)    Lead Track    123    out 111 at 47+20    3,727.57

(Southland Industrial District)    Southeastern Facilities Co. (General Cable Corp.)    123 Ind. Ex.    Ex. 123     --

(Southland Industrial District)    Lead Track    127    out 111 at 29+25    13,966.07

(Southland Industrial District)    Lead Track    152    out 127 at 4+12    20,093.01

(Southland Industrial District)    Burger King Properties    152-A    out 152 at 5+80    3,090.10

(Southland Industrial District)    Hugh M. Marx (Piedmont Paper Co.)    152-B    out 152    2,622.64

(Southland Industrial District)    Lead Track    153    out 152 at 6+39  

(Southland Industrial District)    Freight Delivery Service            77,520.24

(Southland Industrial District)    Northside Corp. (Marquette Mfg.)    153-A, 153-B    out 153  

(Southland Industrial District)    Lead Track    127-A    out 127 at 5+55    202.01

(Southland Industrial District)    Wellston Co. (U.S. Post Office)    131    out 127 at 7+59    2,144.47

(Southland Industrial District)    Lead Track    131 Ind. Ex.    Ex. 131     --

(Southland Industrial District)    Trammell Crow (Accusti Engr. Co.)    125    out 127 at 14+20    1,836.04

(Southland Industrial District)    Lead Track    125 Ind. Ex.    Ex. 125     --

(Southland Industrial District)    A Ad Company, Inc. (Alcan Aluminum Corp.)    128    out 127 at 15+83    2,813.81

(Southland Industrial District)    Walworth (Somerville Paper Co.)    128 Ind. Ex.    Ex. 128     --

(Southland Industrial District)    Lead Track    129    out 127 at 18+50    1,973.67

(Southland Industrial District)    Lead Track    113    out 111 at 37+24    (see Note 2)

113-A    out 113    1,876.58

Atlanta    O'Neal Steel Co.    113-A Ind. Ex.    Ex. 113-A    $ --

(Southland Industrial District)    Lead Track    112    out 111 at 45+18    (see Note 2)

(Southland Industrial District)    National Dist. Co.    112    extended     --

(Southland Industrial District)    Addison-Rudesal, Inc.    112-B    out 112 at 3+25    1,396.70

(Southland Industrial District)    Southern Baptist Conv. (Reynolds Metal)    112-A    out 112 at 11+40    928.12

Bolton    Lead Track (also Ga. Power Co.)    733    400+12  

152,012.45

Bolton    Ga. Power Co.    654    out 733  

Bolton    Ga. Power Co.    733-A      

out 733    39,175.44

Bolton    Ga. Power Co.    733-B      

Bolton    Southern Cement Co.    655    out 733    148,721.82

North Atlanta    Lead Track (also Overmeyer)    736    419+05     †14,304.90

North Atlanta    D. H. Overmeyer    736-A    out 736     † 4,880.91

North Atlanta    Olympic Manufacturing Co.    736-B    out 736     † 3,275.00

Marietta    Lead Track          

Marietta    Sinclair Refining Co.          

Marietta    Daniel Concrete Co.          

701    1035+59    4,033.05

Marietta    Gulf Oil Corporation          

Marietta    Standard Oil Co.          

Marietta    Glover Machine Works (vacant)    [UNK]      

Marietta    Team Trauk    603    out 701 at 8+75  

[UNK]    11,966.50

Marietta    Team Track    604    out 701 at 8+32  

Marietta    Team Track    605    out 701 at 7+81    1,173.84

Marietta    Grover Coal Co.    601    out 701 at 12+98     *971.46

Marietta    Glover Machine Works (vacant)    602    out 701 at 17+68     *1,637.42

Marietta    Nunn-Better Industries    606    out 701 at 18+43     *2,872.30

Cartersville    Lead Track    706    2468+41    7,434.43

Cartersville    Chemical Products Corporation    617    out 706 at 13+65     *934.47

Cartersville    Chemical Products Corporation    617-A, 617-B    out 617     --

Cartersville    J. R. Dillinger    612    out 706 at 16+50     --

Cartersville    Union Carbide Corporation    653    out 706 at 18+14     †2,254.12

Cartersville    Thompson-Weinman Co.    616    out 706 at 27+60     †1,011.94

Cartersville    Chemical Products Corporation    614    out 706 at 28+62     *999.01

Cartersville    Bartow Gravel Co.    615    out 706 at 29+45    $ †647.44

Cartersville    Thompson-Weinman Co.    613    out 706 at 30+17     † 1,195.64

Cartersville    Lead Track    656    out 706 at 12+00  

[UNK]26,623.23

Cartersville    William Davies Co.    656-C    out 656 at 39+59  

Cartersville    T&L Warehouse Co.    656-F    out 656-C at 41+22    4,196.99 Est.

Cartersville    William Davies Co.    656-A    out 656 at 40+89     † 2,868.24

Cartersville    Union Carbide Corp.    656-D    out 656 at 5+45     † 2,669.68

Cartersville    Farmers Mutual Exch. Cotton Prod.    656-E    out 656 at 30+21     † 2,789.02

Cartersville    T. W. Duncan (Duncan Wholesale Co.)    656-B    out 656 at 33+85     † 2,679.72

Cartersville    Lead Track          

711    2498+09    5,441.56

Cartersville    Ore Loading Track          

Cartersville    Aker Coal Co.    625    out 711     *861.00

Kingston    Lead Track          

717     --     --

Kingston    Kingston Concrete Products Co.          

Chickamauga    Lead Track    725    6684+21    21,847.52

Chickamauga    Southeast Polymers, Inc.    725 Ind. Ex.    Ex. 725     --

Chickamauga    Martin Shaw (Jewel Tea Co.)    28    out 725 at 12+06     † 3,146.58

Chickamauga    Lead Track    720    6703+59    13,185.97

Chickamauga    720 Ind. Ex.    Ex. 720     --  

Chickamauga    J. Gilbert Stein (D. H. Overmeyer)    30    out 720    13,256.50

Chickamauga    Industrial Lead (road crossing)    26    out 720     * 3,710.56

Chickamauga    Moore-Handley    29    out 720 at 6+67    10,138.47

Tyner    Tyner Spur Lead Track    718    6803+20    139,647.93

Tyner    Volunteer Army Ammunition Plant & Farmers Chemical Assn., Inc.    718 Ind. Ex.    Ex. 718     --

Tyner    Van Heusen Corporation    27    out 718 at 55+30     † 2,000.44

Tyner    Team Track    15    out 718 at 72+41    4,583.59

Tyner    Standard Oil Co. (Esso)    14    out 718 at 77+99     † 851.26

Tyner    Shell Oil Co.    21    out 14 at 4+30     --

Tyner    Standard Oil Co.    22    out 14 at 11+79     --

East Chattanooga    Lead Track    721    6999+15    2,438.44

East Chattanooga    C. J. Patterson (Holsum Bread Co.)    721 Ind. Ex.    Ex. 721     --

East Chattanooga    Fleet Transport, Inc.    721 Ind. Ex.    Ex. 721    $ --

East Chattanooga    Grant-Patton Milk Co.    24-B    out 721 at 3+28     --

East Chattanooga    East Chattanooga Coal Co.          

East Chattanooga    E. R. Carpenter Co.    721-A    out 721 at 5+71     † 2,167.99

East Chattanooga    Chattanooga Tfr. & Storage Co.    25    out 721 at 7+63     † 1,727.59

Page: 112

Category E -- Yard Facilities

FOR CATEGORIES A AND B SEE TRACK FACILITIES LISTATTACHED TO OFFICIAL LEASE MAPS OF THEWESTERN & ATLANTIC RAILROAD.

City or Station    Name of Facility    Track No. (s) Serving    Cost to L & N off W & A R/W(see Note1)

Atlanta    Tilford Yard    Multiple    $14,353,299.73

Approval Date: Approved March 4, 1968.

COMPILER'S NOTE: On March 4, 1968 the above lease was signed by Lester Maddox, as Governor and as Chairman of the State Properties Control Commission; and by Ben W. Fortson, Jr., as Secretary of the State Properties Control Commission.

Footnotes from this page

† -- L&N to furnish access to E. I. DuPont (Track 70) through Waterworks Spur (Track 69) [return]

* -- Connects with track No. 732 owned by industry. [return]

† -- L & N has easement to R/W for indefinite period. [return]

* -- Track materials only. Industry owns R/W [return]

[UNK] -- Includes track materials in track 656-C. Industry owns R/W for track 656-C. [return]

Est. -- Estimated [return]

Note -- This figure includes work in progress at August 31, 1967. Of the above total, $658,595.21 represents the automobile facility; and $892,547.04 the piggyback facility. [return]