Amend. To Note Cancell. And Restructuring Agreement

EXHIBIT 10.2


AMENDMENT TO NOTE CANCELLATION AND
RESTRUCTURING AGREEMENT


THIS AMENDMENT TO NOTE CANCELLATION AND RESTRUCTURING AGREEMENT (this "Amendment") made and entered into as of the ___ day of July, 1996 by and among MK Rail Corporation, a Delaware corporation ("MK Rail"), Morrison Knudsen Corporation, an Ohio corporation ("MKO"), and Morrison Knudsen Corporation, a Delaware corporation ("MKC").


W I T N E S S E T H:


WHEREAS, MK Rail, MKO and MKC entered into a Note Cancellation and Restructuring Agreement (the "Note Cancellation Agreement") dated as of June 20, 1996, under which, subject to the satisfaction of certain conditions set forth therein, MKO and MKC (collectively, "MK") agreed to cancel a note issued by MK Rail to MKO dated June 26, 1995 in the original principal amount of $52,200,000 in return for certain payments from MK Rail to MKO; and


WHEREAS, the Note Cancellation Agreement contemplated that MK would file a joint petition and plan of reorganization in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"); and


WHEREAS, MKC has filed a petition and plan of reorganization with the Bankruptcy Court but MKO has not joined in such a petition or plan of reorganization; and


WHEREAS, certain changes are required to be made to the Note Cancellation Agreement to account for the fact that MKO has not joined in the petition and the plan of reorganization filed by MKC with the Bankruptcy Court,


NOW, THEREFORE, in consideration of the premises and of the covenants and agreements set forth below, the parties hereto, intending to be legally bound, covenant and agree as follows:


1. Any capitalized terms set forth herein that are not otherwise
defined herein shall have the meanings given to such terms in the
Note Cancellation Agreement.


2. For purposes of the Note Cancellation Agreement, the term "Plan"
shall mean the Plan ...