Full opinion text
OPINION CLAY, Circuit Judge. Petitioners, Railroad Ventures, Inc. (“RVI”), Boardman Township (“Boardman Township”), and Boardman Township Park District (“the Park District”) seek review of several orders issued throughout the year 2000 by Respondent Surface Transportation Board (“the STB”) during the course of a sale by RVI to Intervenor Columbiana County Port Authority (“CCPA”) of a 35.7-mile rail line (“the rail line”) extending from milepost 0.0 at Youngstown, Ohio to milepost 35.7 at Dar-lington, Pennsylvania, with a connecting one-mile segment near Negley, Ohio, pursuant to 49 U.S.C. § 10904. CCPA is a quasi-public agency established by the Board of County Commissioners of Colum-biana County, Ohio. The other intervenor, Central Columbiana & Pennsylvania Railway, Inc., (“CCPR”), a wholly owned subsidiary of the Arkansas Short Line Railroads, Inc., has a lease to operate the rail line. The sale occurred after RVI, which acquired the rail line from Youngstown & Southern Railroad on November 8, 1996, submitted an application to the STB for exemption from certain regulations, pursuant to 49 U.S.C. § 10502, and for authority to abandon the rail line pursuant to 49 U.S.C. § 10903(a). For the reasons set forth below, we AFFIRM the STB’s orders. I. BACKGROUND A. Statutory and Regulatory. Framework Congress has regulated the abandonment of railroad lines since the second decade of the last century when it entrusted the Interstate Commerce Commission (“the ICC”) with jurisdiction over such abandonments pursuant to the Transportation Act of 1920, 41 Stat. 477-78. To expedite the abandonment process, Congress modified the Interstate Commerce Act with the enactment of the Railroad Revitalization and Regulatory Reform Act of 1976 (4-R Act), Pub.L. No. 94-210, 90 Stat. 31 (1976), which added a provision, 49 U.S.C. § 10905 (now 49 U.S.C. § 10904), that suspended abandonment of a line for up to six months to allow time for a prospective purchaser to consummate the acquisition of a rail line from an abandoning carrier. See Hayfield N. R.R. v. Chicago & N.W. Transp. Co., 467 U.S. 622, 628, 104 S.Ct. 2610, 81 L.Ed.2d 527 (1984). The Interstate Commerce Act was further amended by the passage of the Staggers Rail Act of 1980, Pub.L. No. 96-448, 94 Stat. 1895 (1980), which added a forced-sale provision to the former 49 U.S.C. § 10905, allowing the ICC to set the price and other terms of sale when a party to the sale requested it. Id. at 630, 104 S.Ct. 2610 (“The underlying rationale of § 10905 represents a continuation of Congress’ efforts to accommodate the conflicting interests of railroads that desire to unburden themselves quickly of unprofitable lines and shippers that are dependent upon continued rail service.”); GS Roofing Prods. Co. v. STB, 262 F.3d 767, 771 (8th Cir.2001) (“GS Roofing II”) (“The Staggers Rail Act of 1980, now codified at 49 U.S.C. § 10907, was enacted to address concerns about the deteriorating rail service provided on some of the secondary railroad lines throughout the country.”); Consol. Rail Corp. v. ICC, 29 F.3d 706, 712 (D.C.Cir.1994) (noting that the purpose of the forced-sale provision is “not simply the maintenance of rail lines, but the continuation of rail service ”) (emphasis in original). After the ICC ceased to exist, effective January 1, 1996, pursuant to the Interstate Commerce Commission Termination Act of 1995, 49 U.S.C. §§ 10101-16106 (1997) (“the ICCTA”), authority over the abandonment of railroad lines passed to the Surface Transportation Board (“the STB”). See 49 U.S.C. § 10903; GS Roofing II, 262 F.3d at 773; MidAmerican Energy Co. v. STB, 169 F.3d 1099, 1104 n. 8 (8th Cir.1999); RLTD Ry. Corp. v. STB, 166 F.3d 808, 810 (6th Cir.1999); Consol. Rail Corp. v. STB, 93 F.3d 793, 794 (D.C.Cir.1996) (noting that “many functions of the ICC, including authority over abandonment proceedings were transferred to the STB in the Department of Transportation”). The STB is now the federal agency with exclusive jurisdiction over transportation by railroad. Friends of the Atglen-Susquehanna Trail, Inc. v. STB, 252 F.3d 246, 250 n. 1 (3d Cir.2001) (citing 49 U.S.C. § 10501(a)(1)). Thus, if a railroad line falls within its jurisdiction, the STB’s authority over abandonment is both exclusive and plenary. See Preseault v. ICC, 494 U.S. 1, 8, 110 S.Ct. 914, 108 L.Ed.2d 1 (1990) (citing Chicago & North Western Transp. Co. v. Kalo Brick & Tile Co., 450 U.S. 311, 321, 101 S.Ct. 1124, 67 L.Ed.2d 258 (1981); RLTD Ry. Corp., 166 F.3d at 808). In addition, most of the provisions of the former Interstate Commerce Act were reenacted in the ICCTA. MidAmerican, 169 F.3d at 1104 n. 8. Specifically, the ICCTA recodified the former § 10905 as § 10904, amending the statute to limit the period in which the STB set the terms and conditions of the forced sale to thirty days and the duration of any subsidy for continued rail service. See Nat’l Ass’n of Reversionary Prop. Owners v. STB, 158 F.3d 135, 140 (D.C.Cir.1998) (noting that “[t]he ICCTA made some changes to the abandonment application process, such as eliminating the processing timetable and requiring that offers of financial assistance [OFA] be filed within four months of an abandonment application, see 49 U.S.C. § 10904(c)”). A rail carrier providing transportation subject to the jurisdiction of the STB may abandon its railroad line or discontinue the operation of all rail transportation over its railroad line only as authorized under the statute. 49 U.S.C. § 10903(a)(1). To abandon a railroad line or discontinue operation of rail service on a rail line, a rail carrier must file an application with the STB seeking prior approval or an exemption. 49 U.S.C. § § 10502(a), 10903(a)(1)(A); 49 C.F.R. §§ 1152.50, 1152.60; see Friends of the Atglen-Susquehanna Trail, 252 F.3d at 251 (“A rail carrier intending to abandon, and to be released from its obligations to retain or operate, any part of its railroad lines must file an application to do so with the STB and such abandonment must adhere to certain established procedures.”). A line owner may “abandon any part of its railroad lines,” 49 U.S.C. § 10903(d)(1), but cannot do so without the permission of the STB. 49 U.S.C. § 10903(a)(1)(A); see Kulmer and Schumacher v. STB, 236 F.3d 1255, 1256 (10th Cir.2001) (“Rail carriers must obtain STB authorization to abandon rail service over their lines.”); GS Roofing Prods. Co. v. STB, 143 F.3d 387, 391 (8th Cir.1998) (“GS Roofing I”); Ethan Allen Inc. v. Maine Cent. R.R. Co., 431 F.Supp. 740, 742-43 (D.Vt.1977) (noting that “the quasi-public nature of railroads entails a higher degree of public responsibility than is required of most private companies”). A rail line owner is generally obligated to maintain a diagram of the rail system it operates, and if the owner wishes to abandon, it must “identify each railroad line for which the rail carrier plans to file an application to abandon.” 49 U.S.C. § 10903(c)(2)(B). 49 C.F.R. § 1152.22(a)(4) further specifies that the. information comprising the abandonment application include: [a djetailed map of the subject line on a sheet not larger than 8xl0/& inches, drawn to scale, and with the scale shown thereon. The map must show, in clear relief, the exact location of the rail line to be abandoned or over which service is to be discontinued and its relation to other rail lines in the area, highways, water routes, and population centers. 49 C.F.R. § 1152.22(a)(4). The STB authorizes line abandonments in two ways. Redmond-Issaquah Ry. Pres. Ass’n v. STB, 223 F.3d 1057, 1059 n. 2 (9th Cir.2000). First, the STB may permit the abandonment of a railroad line by a rail carrier or the discontinuance of rail service if it finds that present or future public convenience and necessity supports such abandonment or discontinuance. 49 U.S.C. § 10903(d)(2). To implement this standard, the STB balances the potential harm to affected shippers and communities against the present and future burden that continued operations would impose on the railroad and on interstate commerce. See Colorado v. United States, 271 U.S. 153, 168-69, 46 S.Ct. 452, 70 L.Ed. 878 (1926); Redmond-Issaquah, 223 F.3d at 1059 (noting that “Congress sought to balance the railroad companies’ need to manage its tracks in an economically efficient manner with the public’s need for a functioning interstate railroad system”). The STB may also authorize an abandonment by granting an exemption from the certification process. See 49 U.S.C. § 10502(a). However, once a rail line has been properly abandoned, the STB loses jurisdiction. Preseault, 494 U.S. at 5 n. 3, 110 S.Ct. 914; RLTD Ry. Corp., 166 F.3d at 814; Consol. Rail Corp., 93 F.3d at 797. The ICCTA provides for offers of financial assistance (OFA) to avoid the abandonment of rail lines, 49 U.S.C. § 10904; 49 C.F.R. § 1152.27, and for the sale, subject to conditions imposed by the STB, of abandoned rail properties that are appropriate for public use. 49 U.S.C. § 10905. Section 10904(b) directs a rail carrier seeking authority to abandon a line pursuant to 49 U.S.C. § 10903 to provide promptly to a party considering an OFA a report on the physical condition of “that part of the railroad line involved in the proposed abandonment;” the traffic, revenue, and other data necessary to determine the amount of annual financial assistance needed “to continue rail transportation over that part of the railroad line;” and an estimate of the minimum purchase price required “to keep the line or a portion of the line in operation.” 49 U.S.C. § 10904(b). The OFA provisions of the statute guarantee any “financially responsible” party the right to acquire a rail line to provide for continued rail service. 49 U.S.C. § 10904. Under § 10904(c), a prospective OFA purchaser “may offer to subsidize or purchase the railroad line that is subject of’ an abandonment application. Kulmer, 236 F.3d at 1256 (“The OFA provisions create a four-month waiting period wherein ‘any person may offer to subsidize or purchase the railroad line that is the subject’ of an abandonment application. § 10904(c).”). A party must file its OFA within ten days of a decision from the STB granting a petition for abandonment or exemption. 49 U.S.C. § 10904(c); 49 C.F.R. § 1152.27(e)(l)(i)(B). After a prospective purchaser has “offered financial assistance regarding that part of the railroad line to be abandoned or over which rail transportation is to be discontinued,” 49 U.S.C. § 10904(d)(1) obligates the STB to decide if the prospective purchaser is “financially responsible.” Under 49 U.S.C. § 10907(a), a “financially responsible person” is defined to be: a person who— (1) is capable of paying the constitutional minimum value of the railroad line proposed to be acquired; and (2) is able to assure that adequate transportation will be provided over such line for a period of not less than 3 years. 49 U.S.C. § 10907(a). If a party files a timely OFA, and the STB finds that the party is “financially responsible,” then the STB must postpone the abandonment of the line. 49 U.S.C. § 10904(d)(2). Postponement of abandonment remains in effect until the line owner and the prospective OFA purchaser (offeror) have come to an agreement on the terms of sale, or until the STB sets the terms of sale upon the request of either the line owner or purchaser. 49 U.S.C. § 10904(d)(2)-(f). Pursuant to 49 C.F.R. § 1152.27(h)(3), “[t]he offeror has the burden of proof as to all issues in dispute.” See Iowa Terminal Ry. Co. v. ICC, 853 F.2d 965, 969 (D.C.Cir.1988) (noting that the buyer “must present sufficient evidence of the line’s value to meet that burden”). When setting the terms and conditions of a sale of a rail line, the STB cannot set a price lower than the “fair market value of the line.” 49 U.S.C. § 10904(f)(1)(B). Under § 10907(b)(2), the “constitutional minimum value of a particular railroad line shall be presumed to be not less than the net liquidation value of such line or the going concern value of such line, whichever is greater.” 49 U.S.C. § 10907(b)(2); 49 C.F.R. § 1152.27(h)(6); GS Roofing II, 262 F.3d at 771 (noting that “Congress authorized the Board, under particular circumstances, to force the sale of a railroad line at its ‘constitutional minimum value’ to a ‘financially responsible person’ ”). 49 U.S.C. § 10904(f)(2) gives an offeror ten days in which to withdraw the offer to purchase a rail line following a decision of the STB setting the terms of the sale. See also 49 C.F.R. § 1152.27(h)(7). By statute, only the offeror is authorized to withdraw from the terms of a STB-directed sale. 49 U.S.C. § 10904(f)(2). Without a withdrawal by the offeror within the ten-day period, the STB’s decision becomes binding on both par-ties. 49 U.S.C. § 10904(f)(2); Kulmer, 236 F.3d at 1256 (“If the STB finds that an offer meets certain criteria, the railroad is forced to sell the line to the offeror according to the terms negotiated by the parties or, when necessary, terms imposed by the STB.”). Once the rail line has been acquired, the purchaser may not discontinue service for at least two years. 49 U.S.C. § 10904(f)(4)(A); Nat’l Ass’n of Reversionary Prop. Owners, 158 F.3d at 138 n. 4 (noting that abandonment authorization in accordance with the exemption procedures under § 10502 is available “when no local traffic has run on the line in at least two years”). B. Statement of Facts These consolidated cases involve a 35.7 mile railroad line running from Youngstown, Ohio to Darlington, Pennsylvania, with a connecting one-mile segment near Negley, Ohio. Without the authorization of the STB, RVI acquired the rail line in question from the former Youngstown and Southern Railroad Company for $730,000 on November 8, 1996. See R.R. Ventures, Inc.—Abandonment Exemption—Between Youngstown, OH, and Darlington, PA, in Mahoning and Columbiana Counties, OH, and Beaver County, PA STB Docket No. AB-556 (Sub-No. 2X), 2001 WL 41202, at *1 (Service Date Jan. 17, 2001). Upon purchasing the line, RVI entered into a management agreement with OLE, Ltd. (“OLE”), whose managing member was David L. Handel, the current president of RVI. Unbeknownst to the STB, RVI and OLE, under the management agreement, expressed their “intent to liquidate the property in whole or in part to maximize the cash flow potential to both parties,” contemplating the complete removal of railroad track and ties, which the agreement termed “debris.” See R.R. Ventures, Inc.—Abandonment Exemption—Between Youngstown, OH, and Darlington, PA, in Mahoning and Columbiana Counties, OH, and Beaver County, PA, STB Docket No. AB-556 (Sub-No. 2X), 2000 WL 1801264, at *1 (Service Date Dec. 7, 2000). To that end, RVI promptly sold the future right to salvage the line’s tracks and materials to another company. RVI also immediately canceled the lease of the Ohio & Pennsylvania Railroad Company (“OPRC”), the only operator authorized to provide service on the line, thus terminating rail service for several shippers on the rail line, including Darlington Brick and Clay Products Company (“Darlington Brick”) and Insul Products, Inc. (“Insul”). R.R. Ventures, 2001 WL 41202, at *1. As a consequence, OPRC declared an embargo on November 19, 1996, stating the cancellation of its lease as the cause. However, upon receiving complaints from Darlington Brick and Insul, the STB’s Office of Compliance and Enforcement (“OCE”) investigated the cessation of rail service. Thereafter, the STB reached an agreement with the parties for service to be restored, and the embargo was canceled. RVI also agreed to seek belated authority from the STB to acquire the line. However, on December 18, 1996, about one week after service on the line was restored, a weather-related washout occurred that again prevented rail service on the line. See R.R. Ventures, Inc.—Acquisition and Operation Exemption—Youngstown & S. Ry. Co., STB Finance Docket No. 33385, 1997 WL 392877, at *1 (Service Date July 15,1997). Thereafter, on January 3, 1997, RVI filed a notice of exemption invoking the class exemption provision at 49 C.F.R. § 1150.31(a)(1) for retroactive authorization of its purchase of the rail line, stating that it had been unaware of the need to obtain the STB’s approval to acquire the line and that it had purchased the line “for the purpose of conducting rail freight common carrier operations” on it. In response, CCPA and the Ohio Rail Development Commission (“ORDC”) filed petitions to reject, revoke or stay the notice of exemption, claiming that RVI did not intend to operate the line and that it had previously made arrangements to scrap the line. In an order entered on January 9, 1997, the STB rejected RVI’s notice of exemption because RVI had not acknowledged its common carrier obligations to provide service on the line and because CCPA had alleged that RVI would not operate, or arrange for another party to operate, the line. See R.R. Ventures, Inc.—Acquisition and Operation Exemption—Youngstown and S. Ry. Co., STB Finance Docket No. 33336, 1997 WL 7537, at *l-*2 (Service Date Jan. 9,1997). Subsequently, the Ohio & Pennsylvania Railroad Company (“OPRC”), ORDC, CCPA, the North East Ohio Trade & Economic Consortium, Mahoning County Commissioners, and other public agencies provided funding for the repairs to the line. However, when the Wintrow Construction Corporation (“Wintrow”) attempted on January 31, 1997 to obtain, through a general release, RVI’s permission to repair the rail line in order to restore rail service, RVI rejected Win-trow’s general release form and refused to permit the necessary repairs to be made. As a result, the ORDC and CCPA filed a declaratory action on February 5, 1997 to prevent RVI from interfering with the repairs. On the same date, the STB’s OCE sent a letter to RVI giving it 20 days to refile for the requisite authority to acquire the rail line and admonishing it not to interfere with OPRC’s rail operations in the interim. See R.R. Ventures, 1997 WL 392877, at *2. In its response on February 25, 1997, RVI claimed that it had reached an agreement with the contractor hired to repair the flood-damaged track, and that repairs would begin on February 28, 1997 and would take about two months to complete. Id. RVI also indicated its intention to file for the legal acquisition of the rail line within 30 days of its letter. Id. Given these assurances, the STB subsequently authorized RVI’s retention of the line. A verified notice of exemption allowing RVI to acquire and operate the rail line was published on April 24, 1997. Notwithstanding the concerns of the ORDC and CCPA that “RVI has not demonstrated the remotest interest in undertaking the obligations and responsibilities involved in an acquisition of an active line for the purpose of conducting continuing rail freight common carrier obligations,” the STB denied their petition for a declaratory order on July 15, 1997, as well as their petition to reject or revoke the notice of exemption. To allay the concerns of the ORDC and CCPA, however, the STB required RVI to “submit biweekly reports to the OCE on the status of the lines’ restoration and to provide specific details of the cause of any delays in restoring service.” Id. at *3. Thereafter, RVI filed reports infrequently, and rail service was restored for only a short period of time in 1997. After repairs funded by state and local agencies were made to the line, another washout occurred. After this washout, RVI refused to fund any repairs and did not cooperate with the public agencies that sought to restore service, despite the repeated requests of local shippers and local and state government officials to resume rail service. See R.R. Ventures, Inc.—Abandonment Exemption—Between Youngstown, OH, and Darlington, PA, in Mahoning and Columbiana Counties, OH, and Beaver County, PA, STB Docket No. AB-556 (Sub-No. IX), 1999 WL 23286, at *2 (Service Date Jan. 22, 1999). Specifically, Insul made a formal request on December 16, 1998, followed by Darlington Brick on January 4, 1999, for rail service to be restored to their facilities. At this point, RVI filed a notice of class exemption on January 4, 1999 to abandon the rail line, claiming that “the line is not economically viable” and that “it should be allowed to abandon and either salvage it or permit other interested parties to acquire the line through the offer of financial assistance procedures under 49 U.S.C. § 10904 and 49 C.F.R. 1152.27.” Id. at *2. On the same date, the OPRC also filed a notice of class exemption under 49 C.F.R. 1152.50 to discontinue service over the rail line. However, because RVI and OPRC improperly invoked the class exemption procedure, the STB, in a decision filed on January 22, 1999, denied both requests without prejudice to allow them to refile their respective petitions for abandonment and discontinuance. On May 19, 1999, RVI submitted another application to the STB for exemption from certain regulations pursuant to 49 U.S.C. § 10502, and for authority to abandon the rail line pursuant to 49 U.S.C. § 10903(a). In its petition, RVI stated that the line had been out of service for two years due to the washout and an embargo. RVI’s petition also included a verified statement of David Handel, RVI’s president, who stated that RVI’s right-of-way extended from mile post 0.0 to milepost 35.7, consisting of 302.016 acres, and that its net liquidation value of $1.6 million was based upon a full fee interest in the property. CCPA then relied upon Handel’s description of the property and his valuation of the full fee interest in the rail line when it prepared its estimate of the purchase price during the OFA process. On August 3, 1999, CCPA, invoking the OFA procedures set forth in 49 U.S.C. § 10904 and 49 C.F.R. 1152.27(a), requested financial data and information from RVI concerning an estimate of the minimum purchase price required to keep the line in operation, the estimated net liquidation value of the line and documentation showing that RVI had marketable title to the land. Although RVI provided some of the information on August 10, 1999, it advised CCPA to arrange for copying the valuation maps and deeds for the line at RVI’s offices. However, when CCPA arranged for its retained appraiser, Mr. John Rossi of Real Estate Appraisal Associates, to visit RVI’s business office, he was denied access by RVI to the relevant valuation maps and deeds. On September 2, 1999, the STB granted RVI’s petition for exemption pursuant to 49 U.S.C. § 10502, stating that any party interested in purchasing the line for continued rail service could submit an offer of financial assistance (“OFA”), pursuant to 49 U.S.C. § 10904 and 49 C.F.R. § 1152.27(c)(1), by September 13, 1999. See R.R. Ventures, Inc.—Abandonment Exemption—Between Youngstown, OH, and Darlington, PA, in Mahoning and Columbiana Counties, OH, and Beaver County, PA, STB Docket No. AB-556 (Sub-No. 2X), 1999 WL 714565 (Service Date Sept. 3, 1999). In the absence of an OFA, the exemption became effective October 3, 1999, allowing RVI to salvage track, ties, and other railroad appurtenances, and to dispose of the right-of-way. On September 3, 1999, one day after the STB granted RVI’s exemption petition, CCPA formally notified RVI and the STB that it was considering an OFA to purchase the line for rail service. CCPA also petitioned the STB to toll the period for submitting an OFA until 30 days after RVI had supplied all requested documents and information. Specifically, CCPA requested that RVI provide information about its estimated minimum purchase price to continue rail operations; its estimated net liquidation value of the line, including real estate appraisals; its property interest in the line; and valuation maps for the line. On September 10, 1999, the STB granted CCPA’s requested extension of time, allowing CCPA to file an OFA within thirty days of RVI’s provision of the requested information, ordering RVI “promptly to provide offerors with all of the information required by 49 C.F.R. 1152.27(a).” See R.R. Ventures, Inc.—Abandonment Exemption—Between Youngstoiun, OH, and Darlington, PA, in Mahoning and Columbiana Counties, OH, and Beaver County, PA, STB Docket No. AB-556 (Sub-No. 2X), 1999 WL 715271, at *2 (Service Date Sept. 10, 1999). The STB also extended the effective date of RVI’s exemption until forty days after RVI had provided the information. Id. at *3. Shortly thereafter, by a letter dated September 20, 1999, CCPA’s attorney advised the STB and RVI that CCPA expected to acquire a full fee interest held by RVI as well as “all of the interests encompassed in RVI’s estimate of purchase price to keep the line in operation.” (J.A. at 545.) RVI’s counsel responded the following day, stating that “should CCPA determine that it is necessary to acquire a fee interest in the right of way in order to operate the rail line under 49 C.F.R. § 1152.27, RVI will convey such an interest.” (J.A. at 546.) In a letter filed on October 12, 1999, CCPA informed the STB that RVI had provided sufficient information for CCPA to continue with its OFA and that it would file an OFA on or before November 8, 1999, thirty days after receipt of the information from RVI. See R.R. Ventures, Inc.—Abandonment Exemption—Between Youngstown, OH, and Darlington, PA, in Mahoning and Columbiana Counties, OH, and Beaver County, PA, STB Docket No. AB-556 (Sub-No. 2X), 1999 WL 1030076, at *1 (Service Date Nov. 12, 1999). On November 8, 1999, CCPA filed a timely OFA to purchase the line for $419,360. This offer consisted of $350,000 for the land and $69,360 for the track and materials. CCPA compared its offer with RVI’s stated net liquidation value of $1,607,555 ($1,162,555 for the real estate and $445,000 for track salvage), offering explanations for the disparity in the values, as required by 49 C.F.R. § 1152.27(c)(ii)(C). Id. In particular, CCPA’s estimate of a total track value of $69,360 was based upon the cost of disposing of approximately 125,214 bad cross ties, roughly 99% of the cross ties on the line. Using RVI’s own estimate of tie disposal costs, CCPA reduced RVI’s estimate by $375,642. Id. at *2. In a decision on November 12, 1999, the STB found CCPA to be “financially responsible” pursuant to 49 U.S.C. § 10904(d)(1). Id. The STB therefore postponed, pursuant to 49 U.S.C. § 10904(d)(2), the effective date of the exemption authorizing RVI’s abandonment of the line during the pendency of the OFA process. Id. The STB informed RVI and CCPA that if they were unable to agree on a purchase price for the line, then either party could request the STB, on or before December 8, 1999, to set the terms and conditions of the sale pursuant to 49 U.S.C. § 10904(e). Id. By December 8, 1999, CCPA and RVI were unable to agree on the amount to be paid for the rail line. Thus, exercising its statutory right under § 10904(f)(1), CCPA filed its request on December 8, 1999 for the Board to establish the terms of the sale. CCPA requested a purchase price of $441,700, consisting of $350,000 for the land and $91,705.67 for track materials. See R.R. Ventures, Inc.—Abandonment Exemption—Between Youngstown, OH, and Darlington, PA, in Mahoning and Columbiana Counties, OH, and Beaver County, PA, STB Docket No. AB-556 (Sub-No. 2X), 2000 WL 1125904, at *1 (Service Date Jan. 7, 2000). CCPA also requested that the STB clarify the property interests CCPA would receive in acquiring the line. CCPA specifically asked the STB to require RVI to “convey to CCPA a full fee title interest in the land comprising the right-of-way, except in any instance where, prior to the institution of this OFA proceeding, RVI did not possess such an interest in the right-of-way.” In addition, CCPA advised the STB that it had recently discovered that RVI, after being advised of CCPA’s OFA submission, had entered into a series of transactions to reduce the size and value of the property. Specifically, CCPA sought invalidation of the November 5, 1999 Grade Separated Crossing Settlement Agreement (“GSCSA”) that RVI had entered into with Boardman Township, purportedly extending to RVI’s successors in interest, requiring the construction of an overpass or underpass at a crossing between the railway and a highway as a precondition to restoration of rail service. Id. at *2. CCPA also challenged other transactions entered into by RVI without the STB’s authorization in violation of the OFA procedures that reduced the value of the right-of-way, including: (1) the sale of utility crossing easements to First Energy Corporation (Ohio Edison Company) for $893,000, allowing for permanent aerial easements along and across the property; (2) the assignment to Venture Properties of Boardman, Inc. (“VPB”) of all right, title, and interest to income, proceeds, accounts receivable, royalties, and other payments arising from third-party agreements which are attributable to the line; (3) the sale of a 4.012-acre segment to Boardman Township Park District for $140,000; and (4) a contingent agreement for the sale of approximately 20.6 acres of the right-of-way for a 4.2 mile bicycle trail. Id. at *4. RVI replied to CCPA’s request to set the terms of the sale on December 10, 1999, contending that the STB should order it to convey no more than the minimum property interest necessary for the provision of rail operations, which it defined as the track, related track appurtenances and a surface easement for rail purposes. RVI suggested that a sufficient interest would consist of surface rights enabling the purchaser to use the line for rail purposes, “conveyed by means of an easement, right of way agreement or quit claim deed subject to various reservations or reversionary interests.” RVI further asked the STB not to set aside its third-party transactions pertaining to the line, contending that it was not obligated to inform CCPA of those transactions, since they would not affect CCPA’s use of the right-of-way for rail services. Despite the fact that RVI had valued the entire line at $1.6 million in its abandonment petition, RVI also challenged CCPA’s requested purchase price, claiming that the limited property interest in the rail line that it was prepared to sell to CCPA was now worth $2,261,490, almost three times as much as RVI paid for the rail line when it purchased it on November 8,1996. Specifically, RVI disputed CCPA’s valuation method, offering its valuation of the surface rights in the line as an assembled corridor to be worth $1,472,930 and valuing the track materials at $788,560. 1. The STB’s January 7, 2000 decision setting the terms and conditions of the sale The STB issued its decision setting the terms and conditions for the sale of the rail line on January 7, 2000. Explaining that the offeror in a forced sale bore the burden of proof, the STB stated that it would accept the seller’s (RVI) price estimates unless the offeror (CCPA) “pres-entes] more specific evidence or analysis or provide[s] more reliable and verifiable documentation.” Id. at *5. Adhering to this framework, the STB accepted RVI’s track value of $788,560, but subtracted $58,000 for work to restore grade crossings, to reach a net salvage value for track and materials of $730,560. Id. at *6. The STB rejected, however, RVI’s valuation of the land as an assembled corridor. The STB explained: Unless there is a specific documented interest expressed by a potential purchaser of an intact corridor, we do not consider this to be an acceptable method of valuation for [net liquidation value] purposes. The highest and best non-rail use is to sell parcels to adjoining landowners or other interested parties. See Boston and Maine Corp.—Abandonment—In Hartford and New Haven Counties, CT, STB Docket No. AB-32 (Sub-No. 83), et al., slip op. at 4 (STB served July 1,1998) [1998 WL 348755, at *3]. Id. at *6. The STB summarized RVI’s evidence for valuing the land as an assembled corridor as amounting to two appraisals and copies of purchase agreements for trail and utility easements, as well as expressions of interest to buy some sections of the line, “but no firm offers to purchase the entire right-of-way, much less an executed sales contract.” Id. Absent an executed sales contract or firm purchase offer for an assembled corridor, the STB concluded that RVI could not demonstrate that an assembled corridor was the “highest and best use” of the line. Id. In contrast, the STB accepted CCPA’s “across-the fence” (“ATF”) valuation methodology, finding it “complete and adequately supported.” Id. at *6. The STB also accepted CCPA’s reduction in the value of the land by $100,000 due to RVI’s assignment of lease and interest income to a third party. Accordingly, the STB valued the land for the entire line at $350,000, added in $730,560 for track and materials, and set a purchase price of $1,080,560. In addition to setting these terms and conditions for the purchase of the line, the STB also addressed RVI’s third-party transactions. Concerning the Grade Separated Crossing Settlement Agreement (“GSCSA”) between RVI and Boardman Township, the STB acknowledged that while it favored privately negotiated agreements in general, it would deem void as against public policy any agreement im7 posing restrictions unreasonably interfering with common carrier obligations, citing United States v. Baltimore & Ohio R.R. Co., 333 U.S. 169, 177-78, 68 S.Ct. 494, 92 L.Ed. 618 (1948) for the proposition “that parties may not enter into trackage rights agreements that abrogate rights and responsibilities under the statutory provisions of the Interstate Commerce Act.” Id. at *2. CCPA opposed the GSCSA on the grounds that it created a condition precedent to reestablishment of rail service and obliged CCPA (or RVI’s successor in interest) to undertake extremely costly construction projects to build the projected overpass or underpass. According to CCPA, enforcement of the GSCSA would cause it to forego its acquisition of the rail line, since CCPA estimated that the cost of one overpass or underpass would likely exceed the. net liquidation value of the entire rail line. As a result, the STB found that the terms of the GSCSA imposing obligations on parties other than RVI and Boardman Township and requiring construction of the grade separated crossing as a precondition to resuming rail operations unreasonably interfered with common carrier operations and.the OFA process. Id. Because the STB also found these terms to “circumvent [its] statutory authority to set the terms and conditions of the sale under 49 U.S.C.[§ 110904(f)(1),” it thus concluded that these terms were unenforceable as contrary to public policy. Id. Although the STB voided the GSCSA, it decided not to set aside the other transactions between RVI and other third parties, which CCPA had challenged on the grounds that they diminished the value of the line. As for the sale of utility crossing easements to First Energy Corporation (Ohio Edison Company), the transfer of all rights to Venture Properties of Boardman, Inc. (“VPB”) arising from third-party agreements attributable to the line, the sale of a 4.012-acre segment to the Park District, and the contingent sale of about 20.6 acres of the right-of-way for a 4.2 mile bicycle trail, the STB concluded that they did not interfere with rail operations, but would be factored into its calculation of the line’s value. Id. at *4-*5. In particular, the STB noted that the sale of 4.012 acres to the Park District was explicitly conditioned on the continuation of rail service on the line. The STB instructed CCPA to accept or reject the terms in writing within ten days, ordered RVI and CCPA to close on the deal within ninety days, and required RVI to convey “all property by quitclaim deed.” The STB further stated that if CCPA withdrew from the sale or failed to accept by timely written notification, then it would issue, within twenty days, a decision authorizing abandonment. RVI, Boardman Township, and the Boardman Township Park District have filed petitions with this Court for review of the STB’s January 7, 2000 decision. 2. The STB’s March 3, 2000 decision that CCPA accepted the terms and conditions of the sale Following the STB’s January 7, 2000 decision, CCPA sent a letter dated January 12, 2000, which was received by the STB on January 14, 2000, stating that it “hereby accepts the terms and conditions established by the Board in its decision served on January 7, 2000 for acquisition of Railroad Ventures’ 35.7 mile line of railroad extending from milepost 0.0 at Youngstown, OH to milepost 35.7 at Dar-lington, PA, and a connecting one mile line segment near Negley, OH.” CCPA added: [CCPA] does so on the understanding, (1) that it will be receiving a fee simple estate in the subject property free and clear of any reservations, liens, encumbrances, licenses, leases, easements or restrictions except those which were in existence prior to November 8, 1999, and considered by Mr. Rossi in the appraisal which was adopted by the Board, and (2), that taxes on the subject property will be apportioned as between the parties as of the date of settlement. (J.A. at 1211.) CCPA also sent the same letter to RVI on January 12, 2000. After receiving this letter, RVI wrote to the STB on January 18, 2000, objecting that CCPA’s letter did not constitute a valid acceptance of the STB’s sale terms. On January 20, 2000, RVI followed this letter with a petition to the STB to vacate the decisions postponing the effective date of the abandonment authority. RVI contended that by accepting the STB’s terms “on the understanding” that it would receive an unencumbered fee simple estate, CCPA sought to alter in a material way the terms set by the STB, which had ordered conveyance pursuant to a quitclaim deed, without requiring RVI to make any warranty regarding the title it possessed. RVI also argued that CCPA’s acceptance was “conditional,” not “absolute.” Relying upon principles of contract law, RVI urged the STB to view CCPA’s letter as a rejection of the terms set forth in the decision of January 7, 2000 and to treat the letter as the submission of a counteroffer by CCPA. On March 3, 2000, the STB issued a decision rejecting RVI’s arguments regarding CCPA’s acceptance of the terms set forth in the January 7, 2000 decision. See R.R. Ventures, Inc.—Abandonment Exemption—Between Youngstown, OH, and Darlington, PA, in Mahoning and Columbiana Counties, OH, and Beaver County, PA, STB Docket No. AB-556 (Sub-No. 2X), 2000 WL 246367 (Service Date Mar. 3, 2000). The STB viewed CCPA’s letter dated January 12, 2000 as “a valid acceptance” of the sale terms, noting that CCPA followed RVI’s initial objection with another letter “unequivocally” reiterating its acceptance. The STB described CCPA’s second letter as follows: By letter filed on January 19, 2000, CCPA states that it has accepted the terms and conditions of the January 7 decision and explains that, given the history of its dealings with RVI, the additional language in its acceptance letter indicating its understanding of the transaction was prudent and necessary. Id. at *2. The STB then ordered RVI to convey by quitclaim deed “all of its property interests, as discussed in this decision, in its 35.7-mile line of railroad extending from milepost 0.0 at Youngstown, OH, to milepost 35.7 at Darlington, PA, and a connecting 1-mile line segment near Neg-ley, OH” provided that CCPA tendered payment on or before April 6, 2000. Id. at *4. The STB also admonished RVI that it should not “unilaterally diminish the assets or their value.” Id. RVI has filed a petition with this Court to review the STB’s March 3, 2000 decision. 3. The STB’s October 4, 2000 decision conveying the rail line to CCPA CCPA notified the STB on March 20, 2000 that it was prepared to tender payment to RVI, but that it had discovered some inconsistencies between specimen deeds drafted by RVI and the property description used by CCPA’s appraiser in valuing the line. CCPA followed this letter with a petition, submitted on March 28, 2000, for a declaratory order from the STB invalidating any post-September 3, 1999 transfers or assignments of property interests from RVI that were not included in CCPA’s appraisal report. CCPA specifically expressed concern about RVI’s secret conveyances of the line’s non-rail crossing, aerial, and subsurface rights to its affiliate VPB in late October and early November of 1999, without informing CCPA or the STB about them. To ensure that it would actually acquire what it purchased, CCPA requested the STB to void “all transfers or assignments of property rights in the railroad property not specifically reflected in CCPA’s evidence on the value of the line.” (J.A. at 1250.) Consequently, in a decision issued on April 5, 2000, the STB ordered RVI to show cause why it should not set aside the transfers of subsurface and aerial rights to VPB, and why the entire property considered in the January 7, 2000 decision should not be transferred to CCPA. See R.R. Ventures, Inc.—Abandonment Exemption—Between Youngstown, OH, and Darlington, PA in Mahoning and Columbiana Counties, OH, and Beaver County, PA STB Docket No. AB-556 (Sub-No. 2X), 2000 WL 351356, at *2 (Service Date April 5, 2000). The STB explained that after RVI supplied information about the line to CCPA on October 8, 1999, RVI had a continuing duty to keep CCPA informed of any changes in the information. The STB stated that “[b]y transferring assets after October 8, 1999, and failing to immediately inform the offeror and the STB, RVI has undermined the OFA process.” Id. at *1. The STB also noted that RVI’s proposed quitclaim deed to convey the 4.2 acre parcel to Boardman Township Park District “directly contravenes our March 3, 2000 decision” and that “RVI may not transfer this parcel to the Park District.” Id. at *2 n. 2. RVI responded to the show cause order on April 20, 2000 by claiming that 49 U.S.C. § 10904 required only the sale of a surface easement, denying any intent to convey a fee simple interest in the property. According to RVI, it only intended to “convey an easement for railroad purposes together with all track.” Thus, RVI argued that if the STB forced RVI to transfer its entire interest in all the property, including parts that RVI believed were not related to rail service, at a price of $350,000, the STB would commit an unconstitutional taking in violation of the Fifth Amendment. Further, RVI challenged the STB’s jurisdiction over “non-rail assets which are not necessary for the provision of rail transportation service,” demanding that the STB dismiss its show cause order and issue an order completing the sale. In support of its position, RVI submitted a verified statement from its president, David Handel, who stated that RVI had informed CCPA of the transfer of subsurface and air rights, third-party agreements, and surface easements at a meeting on November 30, 1999. Handel noted that CCPA’s appraiser John Rossi, who had filed an earlier verified statement, disclaiming prior knowledge of the transfers of subsurface and aerial rights, was not present at the meeting, and thus had not included the transfers in his appraisal filed in December of 1999. According to Handel, RVI “had consistently maintained throughout this proceeding that subsurface and aerial rights were not part of the interest which RVI was prepared to convey to CCPA for purposes of continued rail operations.” In response to RVI’s show cause filing, CCPA denied any knowledge about the conveyance of subsurface or aerial rights prior to March 23, 2000, stating that “a third party” brought the matter to CCPA’s attention. CCPA also highlighted that Handel had valued the land for abandonment purposes on the basis of a full fee interest, and that RVI’s counsel had, on September 21,1999, stated that RVI would convey a fee interest in the land. Finally, CCPA stated that an official of Central Columbiana & Pennsylvania Railways, Inc. (“CCPR”) had determined that the entire area of land, including noncontiguous parcels, was necessary for rail operations on the line. The official, Timothy Robbins, further explained in a verified statement that RVI had undertaken or authorized the removal of some track and the over-paving of some rail crossings. Another CCPR employee, Walter Gane, provided a verified statement that RVI “has not only allowed the line to deteriorate, but has tacitly approved the destruction of portions of the line, as well as other actions that have caused the line to be inoperable, including paving over multiple roadway crossings.” Because the cost of restoring these alterations was estimated to be approximately $335,000, CCPA consequently requested that the STB order RVI to place sufficient funds in escrow to cover the repair costs. On May 10, 2000, RVI moved the STB to reopen the OFA valuation process on the basis of new evidence concerning the “highest and best use” of the line. RVI accompanied this motion with a verified statement from Handel, representing that Williams Communications, Inc. (“Williams”) had contacted both RVI and CCPA about installing fiber optic cable along the line. Handel stated that this information “validates the contentions of RVI that the highest and best use of its right-of-way is as a non-rail linear corridor.” Though RVI claimed that Williams intended to install a fiber optic cable along RVI’s right-of-way, RVI admitted that “Williams has not conducted any further negotiations with RVI” after RVI submitted a proposal to it on behalf of VPB. CCPA also petitioned the STB on May 19, 2000 to reopen the proceedings based on new evidence, having just learned that RVI’s former president Ron Hall had previously contracted on November 15, 1996 to sell the salvage right to the line’s track and track materials to Kovalchick Corporation (“Kovalchick”) for $400,000. The agreement conditioned Kovalchick’s right to remove track upon RVI’s obtaining abandonment or exemption authority from the STB. In its response to the STB, RVI admitted the sale of the salvage rights to Kovalchick, but contended that the sale was conditional and subject to the STB’s abandonment authority. On October 4, 2000, the STB issued its decision regarding its show cause order and resolved various issues that had arisen since the January 7, 2000 decision setting the terms of the sale. The STB first rejected RVI’s argument that, pursuant to 49 U.S.C. § 10904(f)(1), it was only obligated to convey an easement for railroad purposes and rail materials. The STB stated: Where (as here) the offeror does not seek to purchase less than the entire property, we believe that it is reasonable to assume that the entire property is needed for effective transportation services. After all, that is the property the selling/abandoning carrier (or its predecessor) assembled for, and dedicated to, rail service. R.R. Ventures, Inc.—Abandonment Exemption—Between Youngstown, OH, and Darlington, PA, in Mahoning and Columbiana Counties, OH, and Beaver County, PA, STB Docket No. AB-556 (Sub-No. 2X), 2000 WL 1470451, at *6 (Service Date Oct. 4, 2000). In reaching this conclusion, the STB imposed a “heavy burden” on the abandoning carrier to rebut the presumption that all the property was necessary for effective rail operations. The STB concluded that RVI failed to sustain this burden, finding that RVI’s “assurance” that the property interests that it intended to convey to CCPA would be sufficient to operate the rail line was “entitled to little, if any, weight, considering that RVI has not had any experience operating this, or any other, rail line.” Id. The STB further reasoned that dividing the surface rights from other property rights in the land would be “impractical and unworkable” and “could create constant tension between the owner of the rail line (here, RVI’s affiliate VPB) or other easement holders ... and the holder of surface rights to conduct rail operations (here, CCPA).” Id. Although RVI claimed that there would be no problems between a railroad with surface rights and other parties with subsurface or aerial rights, the STB was not persuaded, however, that there can be any assurance that rail operations will be unhampered unless the offeror (who will be responsible for ensuring that rail service is provided) possesses sufficient property rights to determine unimpeded who may enter the right-of-way at what times and under what circumstances, as well as whether any underground or additional overhead cables or similar structures would interfere with its own rail use of the right-of-way. Id. Accordingly, the STB ordered RVI to include in the conveyance to CCPA “all property in the right-of-way, including the subsurface and air rights, all real estate and track, and all other rail materials.” Id. at *12. The STB also voided RVI’s transfers of subsurface and aerial rights to its affiliate, VPB, and the sale of 4.012 acres to the Park District. Citing Kalo Brick, 450 U.S. at 320, 101 S.Ct. 1124, the STB held that these transfers violated the STB’s “continuing and exclusive regulatory jurisdiction over the rail line prior to its abandonment.” Id. at *7. According to the STB, RVI’s attempted conveyances after the commencement of the OFA process amounted to “a blatant effort to strip away as much of the property as possible to avoid including those portions of the property in the OFA sale.” Id. The STB further viewed the transfers as “under-minting] the OFA sale by jeopardizing CCPA’s ability to provide effective, uninterrupted rail service.” Id. Based upon the need “to protect the integrity of the OFA process,” the STB, relying upon its inherent regulatory authority, reaffirmed its order directing that “RVI sell to CCPA all of the interests that it acquired in this rail line with the exception of the licenses and crossings to which CCPA has acquiesced by reducing its assessment of the valuation of the line....” Id. The STB also addressed evidence of RVI’s 1996 sale of the track salvage rights to Kovalchick. While CCPA characterized the Kovalchick sale as evincing RVI’s clear lack of intention to operate the line and requested revocation of the abandonment exemption on this ground, the STB declined to revoke the exemption, but instead decided to revalue the track and materials in light of the evidence of the sale to Kovalchick. Specifically, the STB explained that RVI had withheld information about the Kovalchick sale during its earlier valuation of the line, “rendering] meaningless the later offer upon which [the] STB had relied.” The STB determined that the net salvage value for the track should be reduced to the $400,000 that Kovalchick had paid for the right to salvage the materials in the future. Id. at *8-*9. The STB also refused RVI’s request that the STB reopen the line valuation to consider evidence of the line as an assembled corridor, except for in one limited area, adjusting the value of the land upward somewhat to reflect timely evidence of a contingent sale of 20.6 acres to the Park District for a 4.2 mile bicycle trail, for which RVI had earlier submitted a signed contract. Because RVI had a contract to sell its rights on the 4.2 mile segment to the Park District in the event that the line were abandoned, the STB revalued the acreage sold to the Park District at the contract price of $600,000, and revalued the remaining portion of the land within Boardman Township (approximately two acres) at $19,306. The STB’s revaluation of the land thus yielded a total land value of $817,868, from which it subtracted $100,000 for income assigned by RVI to a third party. The STB added the $717,868 to the new $400,000 track value and reached a total value for the rail line of $1,117,868. Id. at *10-*11. However, the STB rejected all of RVI’s other reasons for revaluing the land as an assembled corridor, concluding that RVI’s evidence, which included proposals by other park districts to gain funding for trails on the line and an offer by RVI to sell an easement to Williams for installation of fiber optic cable, was not submitted prior to its setting the land valuation in the January 7, 2000 decision and was “speculative.” The STB explained: With the exception of the completed sale of an easement to Ohio Edison [that the Board had included in its prior valuation of the land], there is no comparable signed contract for sale of rights for other utility easements on any portion of the right-of-way. Nor is there a firm bid from a purchaser that would be binding upon RVI’s acceptance. Id. at *9. The STB also refused to include the 4.012-acre sale to the Park District because RVI had not identified the location of the parcel, and did not argue that the contract for sale demonstrated the value of the land. Id. at *10. Finally, the STB discussed CCPA’s evidence regarding removal of, or damage to, segments of the line and track. Specifically, the STB responded to correspondence introduced by CCPA that showed that RVI authorized “state road crews [to] pave over the line while it was still an active rail line and at the same time that shippers were requesting service.” Because the STB found that RVI acted in “blatant disregard of its common carrier obligations to provide service,” it acceded to CCPA’s request to establish an escrow account for funding “to ensure that RVI pays for uncovering and restoring paved-over track and for reconnecting signal equipment at road crossings.” Id. at *11. The STB accordingly directed that $375,000 of the sale price be placed into an escrow account, and ordered RVI to permit CCPA and its agents to inspect the line for damage. The STB then ordered RVI to convey to “CCPA all land, track, and related material, and property interests covered by [its] previous order, as clarified here, within 45 days of the date of service of this decision according to the terms of closing stated in this decision.” Id. at *12. RVI, Boardman Township, and the Park District have filed petitions for review from the STB’s October 4, 2000 decision. 4. The STB’s November 2, 2000 decision denying RVI’s motions to vacate and to stay the sale After the STB’s October 4, 2000 decision, RVI filed a motion to vacate the sale and vacate postponement of the abandonment exemption on the grounds that CCPA had not timely accepted the STB’s new sale terms. RVI also requested a stay of the sale pending review by this Court. CCPA responded to this motion with a letter to the STB dated October 20, 2000, advising both the STB and RVI that “it accepts the revised terms and conditions.” The STB then issued a decision on November 2, 2000, denying RVI’s motions to vacate and to stay the sale. R.R. Ventures, Inc.—Abandonment Exemption—Between Youngstown, OH, and Darlington, PA, in Mahoning and Columbiana Counties, OH, and Beaver County, PA, STB Docket No. AB-556 (Sub-No. 2X), 2000 WL 1648143 (Service Date Nov. 2, 2000). The STB explained that pursuant to 49 U.S.C. § 10904(f)(2), an offeror, such as CCPA, is obligated to file a notice of withdrawal from a sale within ten days of a STB decision setting terms, but it is not statutorily obligated to file a notice of acceptance. The STB also rejected RVI’s argument that CCPA had failed to comply with the ten-day period for accepting or rejecting in writing the STB’s terms pursuant to 49 C.F.R. § 1152.27(h)(7). According to the STB, CCPA had provided proper written notice when the STB set the initial sale terms on January 7, 2000, and thus had complied with the regulation because the STB had not required another notice of CCPA’s acceptance of its October 3, 2000 decision. The STB further rejected RVI’s motion to vacate in light of CCPA’s October 20, 2000 letter of acceptance. Id. at *3-*4. The STB also denied RVI’s motion for a stay pending judicial review of the October 3, 2000 decision. The STB first rejected RVI’s argument that CCPA had not properly accepted the January terms of the sale. RVI again advanced the argument that the STB could only force an owner to sell as much property as necessary for rail operations, and that CCPA’s acceptance of a fee interest was greater than the STB’s terms. The STB reiterated its “rebuttable presumption” that a purchaser would need all of the seller’s interests “to provide effective transportation service because that is the property the seller (or its predecessor) assembled for, and dedicated to, rail service,” concluding that CCPA would need all of RVI’s interest in the line. Id. at *5-*6. The STB also rejected RVI’s contention that the STB had ignored evidence of non-rail use of the line as an assembled corridor. The STB explained that it had credited all the “convincing evidence” of assembled corridor value, limited to the contract for sale of 21 acres of land to Boardman Township and the earlier sale of an aerial easement to Ohio Edison Company. The STB refused to credit other corridor valuation evidence because RVI had not presented it in the form of a signed sale agreement or firm purchase offer. Id. at *6-*7. Finally, the STB reconfirmed its conclusion that the proper track salvage value was limited to $400,000 based upon the 1996 sale to Kovalchick. The STB explained that “if abandonment had occurred, RVI could not have resold the track and materials to a different company for any price, because it earlier had sold the future salvage rights for $400,000.” Id. at *7. RVI has filed a petition for this Court’s review of the STB’s November 2, 2000 decision. By an order dated November 17, 2000, this Court denied RVI’s request for a stay pending judicial review. 5. The STB’s December 7, 2000, January 17, 2001 and November 9, 2001 decisions After the STB’s November 2, 2000 decision, a number of issues arose between the parties resulting in several more decisions of the STB. On December 7, 2000, the STB rejected a request from RVI to bind CCPA and its prospective operator, CCPR, to the 1996 “management agreement” between RVI and OLE, Ltd., which required the payment to a property manager of ten percent of the gross receipts from the operation, rent, or transfer of the rail line. R.R. Ventures, Inc.—Abandonment Exemption—Between Youngstown, OH, and Darlington, PA, in Mahoning and Columbiana Counties, OH, and Beaver County, PA, STB Docket No. AB-556 (Sub-No. 2X), 2000 WL 1801264, at *2-3 (Service Date Dec. 7, 2000). The STB found that this obligation, costing approximately $137,000, subjected CCPA to unnecessary and burdensome costs, possibly thwarting a sale of the rail line under the OFA process, and was contrary to the primary purpose of 49 U.S.C. § 10904, which is “to provide for continued rail service.” Id. at *2. The STB also rejected a request from RVI to include language in the bill of sale conditioning the sale on CCPA’s assumption of liability for repair of track fixtures, concluding that this language contravened the STB’s order creating an escrow account for RVI’s payment of track repairs and restoration. Id. at *3. However, the STB granted a request from RVI to include language in the instruments of conveyance indicating that the transfer to CCPA was subject to future orders and decisions of the STB and this Court. CCPA then moved this Court for an injunctive order compelling RVI to comply with the STB’s decisions and enjoining RVI from collaterally attacking the STB’s decision. In an order issued on January 5, 2001, a panel of this Court partially granted CCPA’s motion, directing RVI to comply with the October 4, 2000 and December 7, 2000 decisions of the STB requiring the transfer of the rail line to CCPA. This Court remanded the matter to STB “for the limited purpose of specifying the form of the deed and bill of sale to be utilized for the transfer and scheduling a new date for the closing.” Pursuant to this Court’s January 5, 2001 order, the STB issued a decision on January 17, 2001, rejecting the propose