TRANSACTION AGREEMENT

Joint Venture JV Agreement

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This Joint Venture JV Agreement involves

KANSAS CITY SOUTHERN | NORFOLK SOUTHERN CORPORATION,

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Title: TRANSACTION AGREEMENT
Date: 4/7/2006
Industry: RAILRD Law Firm: Skadden, Arps, Slate, Meagher & Flom LLP;Sonnenschein Nath & Rosenthal LLP

Search Joint Venture JV Agreement by:

exv10w46

Exhibit 10.46

EXECUTION COPY

TRANSACTION AGREEMENT

BY AND AMONG

KANSAS CITY SOUTHERN,

THE KANSAS CITY SOUTHERN RAILWAY COMPANY,

NORFOLK SOUTHERN CORPORATION,

AND

THE ALABAMA GREAT SOUTHERN RAILROAD
COMPANY

DATED AS OF

DECEMBER 1, 2005

TABLE OF CONTENTS


			Page
1.	Definitions			2
	1.1	Certain Definitions		2
	1.2	Construction of Certain Terms and Phrases		12

2.	Purchase and Sale of Membership Interest			12
	2.1	Purchase and Sale of Membership Interest		12
	2.2	Use of Proceeds		13

3.	Contribution of Assets and Assumption of Liabilities			13
	3.1	Contribution of Assets		13
	3.2	Transfer of Liabilities		15

4.	Partner Financing			15

5.	Intentionally Omitted			16

6.	The Closing			16
	6.1	The Closing		16

7.	Deliveries at the Closing			16
	7.1	Deliveries at the Closing		16
	7.2	Further Assurances		17

8.	Representations and Warranties of KCS and KCSR			17
	8.1	Organization, Standing and Power		17
	8.2	Authority; Enforceability; Noncontravention		17
	8.3	Assets		18
	8.4	Material Contracts		18
	8.5	Absence of Certain Changes and Events		20
	8.6	Litigation and Proceedings		20
	8.7	Environmental Matters		21
	8.8	Compliance With Laws and Other Matters		21
	8.9	Labor Relations		22
	8.10	Taxes		23
	8.11	Insurance		23
	8.12	Books and Records		24
	8.13	Transactions with Affiliates		24
	8.14	Real Property		24
	8.15	Brokers		26

9.	Representations and Warranties of NS			26
	9.1	Organization, Standing and Power		26


			Page
	9.2	Authority; Enforceability; Noncontravention		26
	9.3	Brokers		27
	9.4	Sufficient Funds		27

10.	Covenants			27
	10.1	Operation of the Line by KCS and KCSR		27
	10.2	Inspection of Records; Environmental Audits		28
	10.3	Alternative Proposals		29
	10.4	Confer with NS		30
	10.5	Commercially Reasonable Efforts		30
	10.6	Real Estate Matters		31
	10.7	Publicity		31
	10.8	Standstill		31
	10.9	Encumbrance and Transfer of Assets; Indentures		32
	10.10	Option to Acquire the Line		32
	10.11	Determination and Payment of Real Property Taxes		35
	10.12	NS Automotive Traffic		36
	10.13	Vicksburg Bridge Lease Dispute		36

11.	Conditions to the Closing			36
	11.1	Mutual Conditions		36
	11.2	Additional Conditions of NS		36
	11.3	Additional Conditions of KCS		37

12.	Survival of Representations and Warranties; Indemnity			38
	12.1	Survival of Representations and Warranties		38
	12.2	Indemnification by KCS		39
	12.3	Indemnification by NS		40
	12.4	Notification of Claims		40
	12.5	Matters Involving Third Parties		41
	12.6	Taxes		42