<PAGE>

                                                                   Exhibit 10.46

                                                                  EXECUTION COPY


--------------------------------------------------------------------------------

                                       CSX
                                   CORPORATION

                            _________________________



                                  $300,000,000

                                364-DAY REVOLVING
                                CREDIT AGREEMENT


                                  May 17, 2002



                            _________________________


                                 CITIBANK, N.A.
                             THE BANK OF NOVA SCOTIA
                            as Co-Syndication Agents


                           CREDIT SUISSE FIRST BOSTON
                           MIZUHO CORPORATE BANK, LTD.
                           as Co-Documentation Agents


                               JPMORGAN CHASE BANK
                             as Administrative Agent

                               ___________________

                          J.P. MORGAN SECURITIES INC.,
                  as Sole Advisor, Lead Arranger and Bookrunner

--------------------------------------------------------------------------------

<PAGE>

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----
<S>                                                                                          <C>
ARTICLE I Definitions.......................................................................    1

         SECTION 1.01.   Defined Terms......................................................    1
         SECTION 1.02.   Classification of Loans and Borrowings.............................   17
         SECTION 1.03.   Terms Generally....................................................   17
         SECTION 1.04.   Accounting Terms; GAAP.............................................   17

ARTICLE II The Credits......................................................................   17

         SECTION 2.01.   Commitments........................................................   17
         SECTION 2.02.   Loans and Borrowings...............................................   18
         SECTION 2.03.   Requests for Revolving Borrowings..................................   18
         SECTION 2.04.   Competitive Bid Procedure..........................................   19
         SECTION 2.05.   Intentionally Omitted..............................................   21
         SECTION 2.06.   Funding of Borrowings..............................................   21
         SECTION 2.07.   Interest Elections.................................................   21
         SECTION 2.08.   Expiration, Termination and Reduction of Commitments...............   23
         SECTION 2.09.   Repayment of Loans; Evidence of Debt...............................   23
         SECTION 2.10.   Optional and Mandatory Prepayment of Loans.........................   24
         SECTION 2.11.   Fees...............................................................   25
         SECTION 2.12.   Interest...........................................................   26
         SECTION 2.13.   Alternate Rate of Interest.........................................   27
         SECTION 2.14.   Increased Costs....................................................   27
         SECTION 2.15.   Break Funding Payments.............................................   28
         SECTION 2.16.   Taxes..............................................................   29
         SECTION 2.17.   Payments Generally; Pro Rata Treatment; Sharing of Set-offs........   30
         SECTION 2.18.   Mitigation Obligations; Replacement of Lenders.....................   31

ARTICLE III Representations and Warranties..................................................   32

         SECTION 3.01.   Organization; Powers...............................................   32
         SECTION 3.02.   Authorization; Enforceability......................................   32
         SECTION 3.03.   Governmental Approvals; No Conflicts...............................   33
         SECTION 3.04.   Financial Condition; No Material Adverse Change....................   33
         SECTION 3.05.   Properties.........................................................   33
         SECTION 3.06.   Litigation and Environmental Matters...............................   33
         SECTION 3.07.   Compliance with Laws and Agreements................................   34
         SECTION 3.08.   Investment and Holding Company Status..............................   34
         SECTION 3.09.   Taxes..............................................................   34
</TABLE>

                                        i

<PAGE>

<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----
<S>                                                                                          <C>
         SECTION 3.10.   ERISA..............................................................   34
         SECTION 3.11.   Disclosure.........................................................   34

ARTICLE IV Conditions.......................................................................   35

         SECTION 4.01.   Closing Date.......................................................   35
         SECTION 4.02.   Each Credit Event..................................................   36

ARTICLE V Affirmative Covenants.............................................................   36

         SECTION 5.01.   Financial Statements and Other Information.........................   36
         SECTION 5.02.   Notices of Material Events.........................................   37
         SECTION 5.03.   Existence; Conduct of Business.....................................   38
         SECTION 5.04.   Payment of Obligations.............................................   38
         SECTION 5.05.   Maintenance of Properties; Insurance...............................   38
         SECTION 5.06.   Books and Records; Inspection Rights...............................   38
         SECTION 5.07.   Compliance with Laws...............................................   39
         SECTION 5.08.   Use of Proceeds, Commitments.......................................   39
         SECTION 5.09.   Federal Regulations................................................   39

ARTICLE VI Negative Covenants...............................................................   39

         SECTION 6.01.   Limitation on Subsidiary Debt......................................   39
         SECTION 6.02.   Liens..............................................................   40
         SECTION 6.03.   Limitation on Sale/Leaseback Transactions..........................   41
         SECTION 6.04.   Fundamental Changes................................................   42
         SECTION 6.05.   Financial Covenant.................................................   42
         SECTION 6.06.   Ownership of Railroad Subsidiaries.................................   42
         SECTION 6.07.   Sales of Unrestricted Margin Stock.................................   42
         SECTION 6.08.   Limitation on Guarantees and Liens of CSX/NS Entities..............   43
         SECTION 6.09.   CSX/NS Agreement...................................................   43
         SECTION 6.10.   Final Asset Division...............................................   43

ARTICLE VII Events of Default...............................................................   43

ARTICLE VIII The Agents.....................................................................   46

ARTICLE IX Miscellaneous....................................................................   48

         SECTION 9.01.   Notices............................................................   48
         SECTION 9.02.   Waivers; Amendments................................................   48
         SECTION 9.03.   Expenses; Indemnity; Damage Waiver.................................   49
         SECTION 9.04.   Successors and Assigns.............................................   50
         SECTION 9.05.   Survival...........................................................   52
         SECTION 9.06.   Counterparts; Integration; Effectiveness...........................   52
</TABLE>

                                       ii

<PAGE>

<TABLE>
<CAPTION>
                                                                                             Page
         <S>                                                                                 <C>
         SECTION 9.07.   Severability.......................................................   52
         SECTION 9.08.   Right of Setoff....................................................   52
         SECTION 9.09.   Governing Law; Jurisdiction; Consent to Service of Process.........   53
         SECTION 9.10.   WAIVER OF JURY TRIAL...............................................   53
         SECTION 9.11.   Headings...........................................................   54
         SECTION 9.12.   Confidentiality....................................................   54
</TABLE>


SCHEDULES:

Schedule 2.01  --  Commitments
Schedule 3.06  --  Disclosed Matters
Schedule 6.02  --  Certain Transactions

EXHIBITS:

Exhibit A    --  Form of Assignment and Acceptance
Exhibit B-1  --  Form of Revolving Loan Note
Exhibit B-2  --  Form of Competitive Loan Note
Exhibit C    --  Form of Opinion of Wachtell, Lipton, Rosen & Katz
Exhibit D    --  Form of Opinion of General Counsel or an Assistant General
                 Counsel

                                       iii

<PAGE>

                                                                   Exhibit 10.46


         364-DAY REVOLVING CREDIT AGREEMENT, dated as of May 17, 2002, among CSX
CORPORATION, a Virginia corporation, as Borrower, the LENDERS parties hereto,
CITIBANK, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, CREDIT
SUISSE FIRST BOSTON and MIZUHO CORPORATE BANK, LTD., as Co-Documentation Agents,
and JPMORGAN CHASE BANK, as Administrative Agent.

                              W I T N E S S E T H :

         WHEREAS, the Borrower and the Lenders are entering into this Agreement
for the purpose of setting forth the terms and conditions on which the Lenders
are willing to make extensions of credit to the Borrower as more fully described
herein;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, subject to the satisfaction of the conditions set forth in
Section 4.01, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

         SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

         "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

         "Adjusted LIBO Rate" means, with respect to any Eurodollar Revolving
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

         "Administrative Agent" means JPMorgan Chase Bank, in its capacity as
administrative agent for the Lenders hereunder.

         "Administrative Questionnaire" means an administrative questionnaire in
a form supplied by the Administrative Agent.

         "Affiliate" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

         "Agents" means the collective reference to the Administrative Agent,
the Co-Syndication Agents and the Co-Documentation Agents.

         "Aggregate Outstanding Extensions of Credit" means, at any time, an
amount equal to the sum of (a) the aggregate Revolving Credit Exposure of the
Lenders at such time and

<PAGE>

                                                                               2

(b) the aggregate principal amount of outstanding Competitive Loans of the
Lenders at such time.

         "Agreement" means this 364-Day Revolving Credit Agreement, as amended,
supplemented or otherwise modified from time to time.

         "Allocable CSX/NS Attributable Debt" means the allocable portion of any
obligation of any CSX/NS Acquisition Sub Entity which would be "Attributable
Debt" of the Borrower and the Subsidiaries if such CSX/NS Acquisition Sub Entity
were a Subsidiary of the Borrower, with such allocable portion being equal to a
percentage of such obligations equal to the percentage of the capital stock of
such CSX/NS Acquisition Sub Entity which is directly or indirectly owned by the
Borrower, provided that (a) the Allocable CSX/NS Attributable Debt with respect
to any obligations which constitute CSX Conrail Attributable Debt shall be the
entire amount of such obligations, (b) the Allocable CSX/NS Attributable Debt
with respect to any obligations which constitute NS Conrail Attributable Debt
shall be zero and (c) the Allocable CSX/NS Attributable Debt with respect to any
obligations of any CSX/NS Acquisition Sub Entity which would be included as
"Attributable Debt" of the Borrower and the Subsidiaries if such CSX/NS
Acquisition Sub Entity were a Subsidiary of the Borrower and which would be
permitted under Sections 6.03(a) and 6.03(b) shall be zero.

         "Allocable CSX/NS Debt" means the allocable portion of any obligation
of any CSX/NS Acquisition Sub Entity which would be included as "Debt" of the
Borrower if such CSX/NS Acquisition Sub Entity were a Subsidiary of the
Borrower, with such allocable portion being equal to a percentage of such
obligations equal to the percentage of the capital stock of such CSX/NS
Acquisition Sub Entity which is directly or indirectly owned by the Borrower,
provided that (a) the Allocable CSX/NS Debt with respect to any obligations
which constitute CSX Conrail Debt shall be the entire amount of such
obligations, (b) the Allocable CSX/NS Debt with respect to any obligations which
constitute NS Conrail Debt shall be zero and (c) the Allocable CSX/NS Debt with
respect to any obligations of any CSX/NS Acquisition Sub Entity which would be
included as "Debt" of the Borrower if such CSX/NS Acquisition Sub Entity were a
Subsidiary of the Borrower and which would be permitted under Sections 6.01(a),
6.01(b), 6.01(c) and 6.01(d) (assuming all CSX/NS Acquisition Sub Entities were
Subsidiaries) shall be zero.

         "Allocable Railroad Revenues" means a percentage of any Railroad
Revenues of any CSX/NS Entity equal to the percentage of the capital stock of
such CSX/NS Entity which is directly or indirectly owned by the Borrower,
provided that the Allocable Railroad Revenues with respect to the Railroad
Revenues of any CSX Conrail Subsidiary shall be the entire amount of such
Railroad Revenues.

         "Alternate Base Rate" means, for any day, a rate per annum equal to the
greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

         "Applicable Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have

<PAGE>

                                                                               3

terminated or expired, the Applicable Percentages shall be determined based upon
the Commitments most recently in effect, giving effect to any assignments.

         "Applicable Rate" means, for any day, with respect to any Eurodollar
Revolving Loan, or with respect to the facility fees payable hereunder, as the
case may be, the applicable rate per annum set forth below under the caption
"LIBOR Margin" or "Facility Fee", as the case may be, based upon the ratings by
Moody's and S&P, respectively, applicable on such date to the Index Debt:

<TABLE>
<CAPTION>
==============================================================================================
                         Index Debt Ratings          Facility Fee         LIBOR Margin (basis
                            (S&P/Moody's)      (basis points per annum)    points per annum)
----------------------------------------------------------------------------------------------
<S>                  <C>                       <C>                        <C>
Category 1           A/A2 or higher                      12.5                     17.5
----------------------------------------------------------------------------------------------
Category 2           A-/A3                               12.5                     27.5
----------------------------------------------------------------------------------------------
Category 3           BBB+/Baa1                           12.5                     37.5
----------------------------------------------------------------------------------------------
Category 4           BBB/Baa2                            12.5                     50.0
----------------------------------------------------------------------------------------------
Category 5           BBB-/Baa3                           12.5                     62.5
----------------------------------------------------------------------------------------------
Category 6           BB+/Bal or lower                    12.5                     87.5
==============================================================================================
</TABLE>

For purposes of the foregoing, (i) if neither Moody's nor S&P shall have in
effect a rating for the Index Debt (other than by reason of the circumstances
referred to in the last two sentences of this definition), then both such rating
agencies shall be deemed to have established a rating in Category 6; (ii) if
only one of Moody's or S&P shall have in effect a rating for the Index Debt,
then the Borrower and the Lenders will negotiate in good faith to agree upon
another rating agency to be substituted by an amendment to this Agreement for
the rating agency which shall not have a rating in effect, and in the absence of
such amendment the Applicable Rate will be determined by reference to the
available rating; (iii) if the ratings established or deemed to have been
established by Moody's and S&P for the Index Debt shall fall within different
Categories, the Applicable Rate shall be based on the higher of the two ratings
unless one of the two ratings is two or more Categories lower than the other, in
which case the Applicable Rate shall be determined by reference to the Category
next below that of the higher of the two ratings; and (iv) if the ratings
established or deemed to have been established by Moody's and S&P for the Index
Debt shall be changed (other than as a result of a change in the rating system
of Moody's or S&P), such change shall be effective as of the date on which it is
first announced by the applicable rating agency. Each change in the Applicable
Rate shall apply during the period commencing on the effective date of such
change and ending on the date immediately preceding the effective date of the
next such change. If the rating system of Moody's or S&P shall change, the
Borrower and the Lenders shall negotiate in good faith to amend this definition
to reflect such changed rating system or the unavailability of ratings from such
rating agency and, pending the effectiveness of any such amendment, the
Applicable Rate shall be determined by reference to the rating or ratings most
recently in effect prior to such change or cessation. If both Moody's and S&P
shall cease to be in the business of rating corporate debt obligations, the
Borrower and the Lenders shall negotiate in good faith to agree upon a
substitute rating agency and to amend the references to specific ratings in this
definition to reflect the ratings used by such substitute rating agency, and in
the absence of such amendment then both such rating agencies shall be deemed to
have established a rating in Category 6.

         "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by

<PAGE>

                                                                               4

Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit
A or any other form approved by the Administrative Agent and the Borrower.

         "Attributable Debt" means, at any date with respect to any
Sale/Leaseback Transaction in respect of which the obligations of the Borrower,
any Subsidiary or any CSX Conrail Subsidiary do not constitute Capital Lease
Obligations, the aggregate amount of rental payments due from the Borrower, such
Subsidiary or such CSX Conrail Subsidiary, as the case may be, under the lease
entered into in connection with such Sale/Leaseback Transaction during the
remaining term of such lease, net of rental payments which have been defeased or
secured by deposits, discounted from the respective due dates thereof to such
date using a discount rate equal to the discount rate that would then be used to
calculate the amount of Capital Lease Obligations with respect to a comparable
capital lease.

         "Availability Period" means the period from and including the Closing
Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

         "Board" means the Board of Governors of the Federal Reserve System of
the United States of America.

         "Borrower" means CSX Corporation, a Virginia corporation.

         "Borrowing" means (a) Revolving Loans of the same Type made, converted
or continued on the same date and, in the case of Eurodollar Loans, as to which
a single Interest Period is in effect or (b) a Competitive Loan or group of
Competitive Loans of the same Type made on the same date and as to which a
single Interest Period is in effect.

         "Borrowing Request" means a request by the Borrower for a Revolving
Borrowing in accordance with Section 2.03.

         "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

         "Capital Lease Obligations" of any Person means the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance
with GAAP.

         "Cash Collateral Account" has the meaning assigned to such term in
Section 2.10(c).

         "Change in Control" means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof), of shares
representing more than 30% of the aggregate ordinary voting power represented by
the issued and outstanding capital stock of the Borrower, (b) occupation of

<PAGE>

                                                                               5

a majority of the seats (other than vacant seats) on the board of directors of
the Borrower by Persons who were neither (i) nominated by the board of directors
of the Borrower nor (ii) appointed by directors so nominated, or (c) the
acquisition of direct or indirect Control of the Borrower by any Person or
group.

         "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.14(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

         "Class" refers, when used in reference to any Loan or Borrowing, to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Competitive Loans.

         "Closing Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.02), which
date shall be no later than June 7, 2002.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Co-Documentation Agents" means the collective reference to Credit
Suisse First Boston and Mizuho Corporate Bank, Ltd., in their respective
capacities as co-documentation agents hereunder.

         "Commitment" means, with respect to each Lender, the commitment of such
Lender to make Revolving Loans hereunder, expressed as an amount representing
the maximum aggregate amount of such Lender's Revolving Credit Exposure
hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.08 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The initial amount of
each Lender's Commitment is set forth on Schedule 2.01, or in the Assignment and
Acceptance pursuant to which such Lender shall have assumed its Commitment, as
applicable.

         "Competitive Bid" means an offer by a Lender to make a Competitive Loan
in accordance with Section 2.04.

         "Competitive Bid Rate" means, with respect to any Competitive Bid, the
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

         "Competitive Bid Request" means a request by the Borrower for
Competitive Bids in accordance with Section 2.04.

         "Competitive Loan" means a Loan made pursuant to Section 2.04.

         "Competitive Loan Note" has the meaning assigned to such term in
Section 2.09(e).

         "Conrail" means Conrail Inc., a Pennsylvania corporation.

<PAGE>

                                                                               6

         "Conrail Shares" means the collective reference to all of the issued
and outstanding shares of common stock of Conrail.

         "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

         "Co-Syndication Agents" means the collective reference to Citibank,
N.A. and The Bank of Nova Scotia, in their respective capacities as
co-syndication agents hereunder.

         "CSX Conrail Assets" means any assets of any CSX/NS Acquisition Sub
Entity made available for the separate use and benefit of the Borrower and/or
any Subsidiary pursuant to the CSX/NS Agreement (or the definitive documentation
referred to therein).

         "CSX Conrail Attributable Debt" means any Attributable Debt of any
CSX/NS Acquisition Sub Entity which is to be paid in full directly or indirectly
by the Borrower and the Subsidiaries and/or by any CSX Conrail Subsidiaries.

         "CSX Conrail Debt" means, as to any CSX/NS Acquisition Sub Entity at
any date of determination thereof, any obligation of such CSX/NS Acquisition Sub
Entity to the extent that (a) such obligation should be reflected in "Short Term
Debt" or "Long Term Debt" on a consolidated balance sheet or statement of
financial position of such CSX/NS Acquisition Sub Entity at such date in
accordance with GAAP and (b) such obligation is to be paid in full directly or
indirectly by the Borrower and the Subsidiaries and/or by any CSX Conrail
Subsidiaries.

         "CSX Conrail Railroad Subsidiary" means any CSX/NS Entity which is a
Class I common carrier by rail under the rules of the Surface Transportation
Board or has Allocable Railroad Revenues for the most recent period of four
fiscal quarters of the Borrower that exceed an amount equal to 5% of the sum of,
without duplication, (a) the aggregate Railroad Revenues of the Borrower and the
Subsidiaries for such period and (b) the aggregate Allocable Railroad Revenues
of the CSX/NS Entities for such period.

         "CSX Conrail Shares" means the Conrail Shares owned directly or
indirectly by the Borrower.

         "CSX Conrail Subsidiary" means any CSX/NS Acquisition Sub Entity whose
sole assets consist of CSX Conrail Assets.

         "CSX/NS Acquisition Sub" means CRR Holdings LLC, a Delaware limited
liability company.

         "CSX/NS Acquisition Sub Entity" means CSX/NS Acquisition Sub or any of
its subsidiaries.

         "CSX/NS Agreement" means the Letter Agreement dated April 8, 1997
between the Borrower and NS providing for the joint acquisition of Conrail.

         "CSX/NS Entity" means CSX/NS Acquisition Sub or any of its subsidiaries
(other than any NS Conrail Subsidiaries).

<PAGE>

                                                                               7

         "Debt" means, as to the Borrower, any Subsidiary or any CSX Conrail
Subsidiary at any date of determination thereof, any obligation of the Borrower,
such Subsidiary or such CSX Conrail Subsidiary, as the case may be, to the
extent that such obligation should be reflected in "Short Term Debt" or "Long
Term Debt" on a consolidated balance sheet or statement of financial position of
the Borrower, such Subsidiaries and such CSX Conrail Subsidiaries at such date
in accordance with GAAP and, for such purposes, the amount of any obligation of
any CSX Conrail Subsidiary which shall be included as "Debt" of the Borrower
shall be equal to the Allocable CSX/NS Debt of such CSX Conrail Subsidiary
(except that, for purposes of Section 6.05, the Allocable CSX/NS Debt of any CSX
Conrail Subsidiary shall be calculated without giving effect to clause (c) of
the proviso to the definition of Allocable CSX/NS Debt).

         "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

         "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

         "dollars" or "$" refers to lawful money of the United States of
America.

         "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources or the management, release or threatened release of any Hazardous
Material.

         "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower, any Subsidiary or any CSX/NS Entity
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

         "ERISA Event" means (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice period is waived); (b) the existence
with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or

<PAGE>

                                                                               8

Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by the Borrower or any of
its ERISA Affiliates of any liability under Title IV of ERISA with respect to
the termination of any Plan; (e) the receipt by the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of
any liability with respect to the withdrawal or partial withdrawal from any Plan
or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate
of any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

         "Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate (or, in the
case of a Competitive Loan, the LIBO Rate).

         "Event of Default" has the meaning assigned to such term in Article
VII.

         "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) income or franchise taxes imposed on
(or measured by) income and any branch profits taxes imposed as a result of a
present or former connection between the Administrative Agent, any Lender or
other recipient of such payment and the jurisdiction of the governmental
authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from the
Administrative Agent or such Lender having executed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement) and (b) in
the case of a Foreign Lender (other than an assignee pursuant to a request by
the Borrower under Section 2.18(b)), any withholding tax that is imposed on
amounts payable to such Foreign Lender at the time such Foreign Lender becomes a
party to this Agreement or is attributable to such Foreign Lender's failure or
inability to comply with Section 2.16(e), except to the extent that such Foreign
Lender's assignor (if any) was entitled, at the time of assignment, to receive
additional amounts from the Borrower with respect to such withholding tax
pursuant to Section 2.16(a).

         "Existing Credit Agreement" means the 364-Day Revolving Credit
Agreement, dated as of June 8, 2001, among CSX Corporation, a Virginia
corporation, as borrower, the lenders parties thereto, Citibank, N.A. and The
Bank of Nova Scotia, as co-syndication agents, Credit Suisse First Boston and
Mizuho Financial Group, as co-documentation agents, and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as administrative agent.

         "Federal Funds Effective Rate" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

<PAGE>

                                                                               9

         "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.

         "Five-Year Credit Agreement" means the Five-Year Revolving Credit
Agreement, dated as of June 8, 2001, among CSX Corporation, a Virginia
corporation, as borrower, the lenders parties thereto, Citibank, N.A. and The
Bank of Nova Scotia, as co-syndication agents, Credit Suisse First Boston and
Mizuho Financial Group, as co-documentation agents, and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as administrative agent.

         "Fixed Rate" means, with respect to any Competitive Loan (other than a
Eurodollar Competitive Loan), the fixed rate of interest per annum specified by
the Lender making such Competitive Loan in its related Competitive Bid.

         "Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed
Rate.

         "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than the United States of America, any State thereof or the
District of Columbia.

         "Foreign Subsidiary" means any Subsidiary that is organized under the
laws of a jurisdiction other than the United States of America, any State
thereof or the District of Columbia.

         "GAAP" means generally accepted accounting principles in the United
States of America.

         "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

         "Guarantee" of or by any Person (the "guarantor") means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person
(the "primary obligor") in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any collateral security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

         "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or

<PAGE>

                                                                              10

petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances or wastes of any nature regulated pursuant to any Environmental Law.

         "Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

         "Indebtedness" of any Person means, without duplication, (a) all
payment obligations of such Person for borrowed money or with respect to
deposits or advances of any kind, (b) all payment obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are customarily paid, (d)
all payment obligations of such Person under conditional sale or other title
retention agreements relating to property acquired by such Person, (e) all
payment obligations of such Person in respect of the deferred purchase price of
property or services (excluding current accounts payable incurred in the
ordinary course of business), (f) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (g)
all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease
Obligations of such Person, (i) all payment obligations, contingent or
otherwise, of such Person as an account party in respect of letters of credit
and letters of guaranty and (j) all payment obligations, contingent or
otherwise, of such Person in respect of bankers' acceptances. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

         "Indemnified Taxes" means Taxes arising directly from any payment made
hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement other than Excluded Taxes and Other Taxes.

         "Index Debt" means senior, unsecured, long-term indebtedness for
borrowed money of the Borrower that is not guaranteed by any other Person or
subject to any other credit enhancement.

         "Information" has the meaning assigned to such term in Section 9.12.

         "Interest Election Request" means a request by the Borrower to convert
or continue a Revolving Borrowing in accordance with Section 2.07.

         "Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each March, June, September and December, (b) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing with an
Interest Period of more than three months' duration, each day prior to the last
day of such Interest Period that occurs at intervals of three months' duration
after the first day of such Interest Period and (c) with respect to any Fixed
Rate Loan, the last day of the Interest Period applicable to the Borrowing of
which such Loan is a part and, in the case of a Fixed Rate Borrowing with an
Interest Period of more than 90 days' duration (unless otherwise

<PAGE>

                                                                              11

specified in the applicable Competitive Bid Request), each day prior to the last
day of such Interest Period that occurs at intervals of 90 days' duration after
the first day of such Interest Period, and any other dates that are specified in
the applicable Competitive Bid Request as Interest Payment Dates with respect to
such Borrowing.

         "Interest Period" means (a) with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect, and (b) with respect to any
Fixed Rate Borrowing, the period (which shall not be less than 7 days or more
than 360 days) commencing on the date of such Borrowing and ending on the date
specified in the applicable Competitive Bid Request; provided, that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case
of a Eurodollar Borrowing only, such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) any Interest Period pertaining to a
Eurodollar Borrowing that commences on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period. For purposes hereof, the date
of a Borrowing initially shall be the date on which such Borrowing is made and,
in the case of a Revolving Borrowing, thereafter shall be the effective date of
the most recent conversion or continuation of such Borrowing.

         "Lender Affiliate" means (a) with respect to any Lender, (i) an
Affiliate of such Lender or (ii) any entity (whether a corporation, partnership,
trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course
of its business and is administered or managed by a Lender or an Affiliate of
such Lender and (b) with respect to any Lender that is a fund which invests in
bank loans and similar extensions of credit, any other fund that invests in bank
loans and similar extensions of credit and is managed by the same investment
advisor as such Lender or by an Affiliate of such investment advisor.

         "Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance or pursuant to Section 2.18.

         "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative Agent in
immediately available funds in the London

<PAGE>

                                                                              12

interbank market at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period.

         "Lien" means, (a) with respect to any asset, (i) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, or (ii) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (b) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities (other than with respect to the capital stock of any Foreign
Subsidiary, any such option or right granted consistent with the past practice
of the Borrower and the Subsidiaries).

         "Loans" means the loans made by the Lenders to the Borrower pursuant to
this Agreement.

         "Majority Lenders" means, at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing at least 51% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time; provided
that, for purposes of declaring the Loans to be due and payable pursuant to
Article VII, and for all purposes after the Loans become due and payable
pursuant to Article VII or the Commitments expire or terminate, the outstanding
Competitive Loans of the Lenders shall be included in their respective Revolving
Credit Exposures in determining the Majority Lenders.

         "Margin" means, with respect to any Competitive Loan bearing interest
at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be
added to or subtracted from the LIBO Rate to determine the rate of interest
applicable to such Loan, as specified by the Lender making such Loan in its
related Competitive Bid.

         "Margin Stock" has the meaning assigned to such term in Regulation U
(including, so long as the same constitute Margin Stock under Regulation U, the
Shares).

         "Material Adverse Effect" means an adverse effect on the business,
assets, operations or condition, financial or otherwise, of the Borrower and the
Subsidiaries, taken as a whole, in an aggregate amount in excess of an amount
equal to 3% of Total Shareholders' Equity.

         "Material Indebtedness" means Indebtedness (other than the Loans) of
any one or more of the Borrower, the Subsidiaries and the CSX/NS Entities in an
aggregate principal amount exceeding $75,000,000.

         "Maturity Date" means the day which is 364 days after the Closing Date.

         "Moody's" means Moody's Investors Service, Inc. or any successor to its
corporate debt ratings business.

         "Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

         "Net Cash Proceeds" means, with respect to any sale or other
disposition of Shares, the cash proceeds (including cash equivalents and any
cash payments received by way of

<PAGE>

                                                                              13

deferred payment of principal pursuant to a note or installment receivable or
purchase price adjustment receivable or otherwise, but only as and when
received) of such sale or other disposition received by the Borrower or any
Subsidiary, net of all attorneys' fees, accountants' fees, investment banking
fees and other customary fees actually incurred by the Borrower or any
Subsidiary and documented in connection therewith and net of taxes paid or
reasonably expected to be payable by the Borrower or any Subsidiary as a result
thereof.

         "Notes" means the collective reference to any Competitive Loan Notes
and Revolving Loan Notes.

         "NS" means Norfolk Southern Corporation, a Virginia corporation.

         "NS Conrail Assets" means any assets of any CSX/NS Acquisition Sub
Entity made available for the separate use and benefit of NS or any of its
subsidiaries pursuant to the CSX/NS Agreement (or the definitive documentation
referred to therein).

         "NS Conrail Attributable Debt" means any Attributable Debt of any
CSX/NS Acquisition Sub Entity which is to be paid in full directly or indirectly
by NS and its subsidiaries and/or by any NS Conrail Subsidiaries.

         "NS Conrail Debt" means, as to any CSX/NS Acquisition Sub Entity at any
date of determination thereof, any obligation of such CSX/NS Acquisition Sub
Entity to the extent that (a) such obligation should be reflected in "Short Term
Debt" or "Long Term Debt" on a consolidated balance sheet or statement of
financial position of such CSX/NS Acquisition Sub Entity at such date in
accordance with GAAP and (b) such obligation is to be paid in full directly or
indirectly by NS and its subsidiaries and/or by any NS Conrail Subsidiaries.

         "NS Conrail Subsidiary" means any CSX/NS Acquisition Sub Entity whose
sole assets consist of NS Conrail Assets.

         "Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
directly from any payment made hereunder or from the execution, delivery or
enforcement of, or otherwise with respect to, this Agreement.

         "Participant" has the meaning assigned to such term in Section 9.04(e).

         "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

         "Permitted Encumbrances" means:

         (a) Liens imposed by law for taxes that are not yet due or are being
    contested in compliance with Section 5.04;

         (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's
    and other like Liens imposed by law, arising in the ordinary course of
    business;

<PAGE>

                                                                              14

         (c) pledges and deposits made in the ordinary course of business in
    compliance with workers' compensation, unemployment insurance and other
    social security laws or regulations (other than ERISA);

         (d) deposits to secure the performance of bids, trade contracts,
    leases, statutory obligations, surety and appeal bonds, performance bonds
    and other obligations of a like nature, in each case in the ordinary course
    of business; and

         (e) easements, zoning restrictions, rights-of-way and similar
    encumbrances on real property imposed by law or arising in the ordinary
    course of business that do not secure any monetary obligations and do not
    materially detract from the value of the affected property or interfere with
    the ordinary conduct of business of the Borrower or any Subsidiary (or, with
    respect to any CSX Conrail Assets, any CSX Conrail Subsidiary);

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Debt.

         "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

         "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

         "Prime Rate" means the rate of interest per annum publicly announced
from time to time by JPMorgan Chase Bank as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

         "Railroad Revenues" means, with respect to any Person for any period,
all revenues of such Person from third parties which should, in accordance with
GAAP, be included in operating revenues of such Person's railroad subsidiaries
as reflected in the consolidated financial statements (or in the "Management's
Discussion and Analysis" section of the report on Form 10-K or 10-Q related
thereto) of such Person for such period.

         "Railroad Subsidiary" means any Subsidiary that is a Class I common
carrier by rail under the rules of the Surface Transportation Board or any other
Subsidiary the Railroad Revenues of which for the most recent period of four
fiscal quarters of the Borrower exceed an amount equal to 5% of the sum of,
without duplication, (a) the aggregate Railroad Revenues of the Borrower and the
Subsidiaries for such period and (b) the aggregate Allocable Railroad Revenues
of the CSX/NS Entities for such period.

         "Register" has the meaning assigned to such term in Section 9.04(c).

         "Regulation G" means Regulation G of the Board.

         "Regulation U" means Regulation U of the Board.

<PAGE>

                                                                              15

         "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

         "Restricted Margin Stock" means Margin Stock owned by the Borrower or
any Subsidiary which represents not more than 33-1/3% of the aggregate value
(determined in accordance with Regulation U), on a consolidated basis, of the
property and assets of the Borrower and the Subsidiaries (other than any Margin
Stock) that is subject to the provisions of Article 6 (including Section 6.02).

         "Revolving Credit Exposure" means, with respect to any Lender at any
time the outstanding principal amount of such Lender's Revolving Loans.

         "Revolving Loan" means a Loan made pursuant to Section 2.03.

         "Revolving Loan Note" has the meaning assigned to such term in Section
2.09(e).

         "Sale/Leaseback Transaction" has the meaning assigned to such term in
Section 6.03.

         "S&P" means Standard & Poor's Ratings Group or any successor to its
corporate debt ratings business.

         "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any or all of the functions of said Commission.

         "Shares" means the issued and outstanding shares of common stock of
Conrail and of CSX/NS Acquisition Sub and any subsidiary of CSX/NS Acquisition
Sub which directly or indirectly owns the common stock of Conrail.

         "Significant CSX/NS Entity" means any CSX/NS Entity (other than any CSX
Conrail Subsidiary) that, assuming such CSX/NS Entity were a Subsidiary, would
be a "significant subsidiary" of the Borrower within the meaning of the SEC's
Regulation S-X (based upon the Borrower's direct or indirect proportionate
beneficial ownership of the assets and income of such CSX/NS Entity) and any
other CSX/NS Entity that the Borrower may from time to time designate as a
"Significant CSX/NS Entity" by written notice to such effect to the
Administrative Agent.

         "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" of the Borrower within the meaning of the SEC's
Regulation S-X, any CSX Conrail Subsidiary that, if such CSX Conrail Subsidiary
were a Subsidiary, would be a "significant subsidiary" of the Borrower within
the meaning of the SEC's Regulation S-X and any other Subsidiary that the
Borrower may from time to time designate as a "Significant Subsidiary" by
written notice to such effect to the Administrative Agent.

         "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject for
eurocurrency funding (currently referred to as "Eurocurrency

<PAGE>

                                                                              16

liabilities" in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D or
any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

         "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date.

         "Subsidiary" means any subsidiary of the Borrower, provided that no
CSX/NS Acquisition Sub Entity shall be a Subsidiary for purposes of this
Agreement.

         "Successor Corporation" has the meaning assigned to such term in
Section 6.04.

         "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

         "Total Capitalization" means, at any date of determination thereof, the
sum of Total Debt at such date plus Total Shareholders' Equity at such date.

         "Total Debt" means, at any date of determination thereof, without
duplication, (a) all Debt of the Borrower and the Subsidiaries at such date plus
(b) the Allocable CSX/NS Debt of the CSX/NS Acquisition Sub Entities at such
date (calculated without giving effect to clause (c) of the proviso to the
definition of Allocable CSX/NS Debt).

         "Total Shareholders' Equity" means, as to the Borrower at any date of
determination thereof, (a) the sum of all items which would be included under
shareholders' equity on a consolidated balance sheet or statement of financial
position of the Borrower at such date in accordance with GAAP plus, without
duplication, (b) the excess, if any, of (i) the aggregate purchase price of all
CSX Conrail Shares and all Conrail Shares directly or indirectly owned by the
Borrower and the Subsidiaries over (ii) the Allocable CSX/NS Debt of the CSX/NS
Acquisition Sub Entities at such date (calculated without giving effect to
clause (c) of the proviso to the definition of Allocable CSX/NS Debt). In the
event that any CSX Conrail Assets become assets of the Borrower or any
Subsidiary, Total Shareholders' Equity shall for all purposes of this Agreement
continue to be computed as if such assets had not become assets of the Borrower
or such Subsidiary.

         "Transactions" means the execution, delivery and performance by the
Borrower of this Agreement and any Notes, the borrowing of Loans and the use of
the proceeds thereof.

         "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate
Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a
Fixed Rate.

         "Unrestricted Margin Stock" means any Margin Stock owned by the
Borrower or any Subsidiary which is not Restricted Margin Stock.

<PAGE>

                                                                              17

         "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

         SECTION 1.02. Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").

         SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "but not limited to". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

         SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Majority Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II

                                   The Credits

         SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make Revolving Loans to the Borrower from
time to time during the Availability Period in an aggregate principal amount
that will not result in (a) such Lender's

<PAGE>

                                                                              18

Revolving Credit Exposure exceeding such Lender's Commitment or (b) the
Aggregate Outstanding Extensions of Credit exceeding the total Commitments.
Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

         SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall be
made as part of a Borrowing consisting of Revolving Loans made by the Lenders
ratably in accordance with their respective Commitments. Each Competitive Loan
shall be made in accordance with the procedures set forth in Section 2.04. The
failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the
Commitments and Competitive Bids of the Lenders are several and no Lender shall
be responsible for any other Lender's failure to make Loans as required.

         (b)   Subject to Section 2.13, (i) each Revolving Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request
in accordance herewith, and (ii) each Competitive Borrowing shall be comprised
entirely of Eurodollar Loans or Fixed Rate Loans as the Borrower may request in
accordance herewith. Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided that any exercise of such option shall not affect the obligation
of the Borrower to repay such Loan in accordance with the terms of this
Agreement.

         (c)   At the commencement of each Interest Period for any Eurodollar
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $10,000,000. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $5,000,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Commitments. Each Competitive
Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $5,000,000. Borrowings of more than one Type and
Class may be outstanding at the same time; provided that there shall not at any
time be more than a total of 20 Eurodollar Revolving Borrowings outstanding.

         (d)   Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Maturity Date.

         SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving
Borrowing, the Borrower shall notify the Administrative Agent of such request by
telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.,
New York City time, three Business Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New
York City time, one Business Day before the date of the proposed Borrowing. Each
such telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.02:

             (i)  the aggregate amount of the requested Borrowing;

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                                                                              19

           (ii)    the date of such Borrowing, which shall be a Business Day;

           (iii)   whether such Borrowing is to be an ABR Borrowing or a
    Eurodollar Borrowing;

           (iv)    in the case of a Eurodollar Borrowing, the initial Interest
    Period to be applicable thereto, which shall be a period contemplated by the
    definition of the term "Interest Period"; and

           (v)     the location and number of the Borrower's account to which
    funds are to be disbursed, which shall comply with the requirements of
    Section 2.06.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing, then
the Borrower shall be deemed to have selected an Interest Period of one month's
duration. Promptly following receipt of a Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

         SECTION 2.04. Competitive Bid Procedure. (a) Subject to the terms and
conditions set forth herein, from time to time during the Availability Period
the Borrower may request Competitive Bids and may (but shall not have any
obligation to) accept Competitive Bids and borrow Competitive Loans; provided
that the Aggregate Outstanding Extensions of Credit at any time shall not exceed
the total Commitments at such time. To request Competitive Bids, the Borrower
shall notify the Administrative Agent of such request by telephone, in the case
of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, four
Business Days before the date of the proposed Borrowing and, in the case of a
Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one
Business Day before the date of the proposed Borrowing; provided that the
Borrower may submit up to (but not more than) three Competitive Bid Requests at
the same time on the same day, but a Competitive Bid Request shall not be made
within three Business Days after the date of any previous Competitive Bid
Request, unless any and all such previous Competitive Bid Requests shall have
been withdrawn or all Competitive Bids received in response thereto rejected.
Each such telephonic Competitive Bid Request shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Competitive Bid
Request in a form approved by the Administrative Agent and signed by the
Borrower. Each such telephonic and written Competitive Bid Request shall specify
the following information in compliance with Section 2.02:

           (i)     the aggregate amount of the requested Borrowing;

           (ii)    the date of such Borrowing, which shall be a Business Day;

           (iii)   whether such Borrowing is to be a Eurodollar Borrowing or a
    Fixed Rate Borrowing;

           (iv)    the Interest Period to be applicable to such Borrowing, which
    shall be a period contemplated by the definition of the term "Interest
    Period"; and

           (v)     the location and number of the Borrower's account to which
    funds are to be disbursed, which shall comply with the requirements of
    Section 2.06.

<PAGE>

                                                                              20

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Administrative Agent shall notify the Lenders of the details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.

         (b)   Each Lender may (but shall not have any obligation to) make one
or more Competitive Bids to the Borrower in response to a Competitive Bid
Request. Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by the Administrative Agent by
telecopy, in the case of a Eurodollar Competitive Borrowing, not later than 9:30
a.m., New York City time, three Business Days before the proposed date of such
Competitive Borrowing and, in the case of a Fixed Rate Borrowing, not later than
9:30 a.m., New York City time, on the proposed date of such Competitive
Borrowing. Competitive Bids that do not conform substantially to the form
approved by the Administrative Agent may be rejected by the Administrative
Agent, and the Administrative Agent shall notify the applicable Lender as
promptly as practicable. Each Competitive Bid shall specify (i) the principal
amount (which shall be a minimum of $5,000,000 and an integral multiple of
$1,000,000 and which may equal the entire principal amount of the Competitive
Borrowing requested by the Borrower) of the Competitive Loan or Loans that the
Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the
Lender is prepared to make such Loan or Loans (expressed as a percentage rate
per annum in the form of a decimal to no more than four decimal places) and
(iii) the Interest Period applicable to each such Loan and the last day thereof.

         (c)   The Administrative Agent shall promptly notify the Borrower by
telecopy of the Competitive Bid Rate and the principal amount specified in each
Competitive Bid and the identity of the Lender that shall have made such
Competitive Bid.

         (d)   Subject only to the provisions of this paragraph, the Borrower
may accept or reject any Competitive Bid. The Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, in the case of a Eurodollar Competitive Borrowing,
not later than 10:30 a.m., New York City time, three Business Days before the
date of the proposed Competitive Borrowing and, in the case of a Fixed Rate
Borrowing, not later than 10:30 a.m., New York City time, on the proposed date
of the Competitive Borrowing; provided that (i) the failure of the Borrower to
give such notice shall be deemed to be a rejection of each Competitive Bid, (ii)
the Borrower shall not accept a Competitive Bid made at a particular Competitive
Bid Rate if the Borrower rejects a Competitive Bid made at a lower Competitive
Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the
Borrower shall not exceed the aggregate amount of the requested Competitive
Borrowing specified in the related Competitive Bid Request, (iv) to the extent
necessary to comply with clause (iii) above, the Borrower may accept Competitive
Bids at the same Competitive Bid Rate in part, which acceptance, in the case of
multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata
in accordance with the amount of each such Competitive Bid, and (v) except
pursuant to clause (iv) above, no Competitive Bid shall be accepted for a
Competitive Loan unless such Competitive Loan is in a minimum principal amount
of $5,000,000 and an integral multiple of $1,000,000; provided further that, if
a Competitive Loan must be in an amount less than $5,000,000 because of the
provisions of clause (iv) above, such Competitive Loan may be for a minimum of
$1,000,000 or any integral multiple thereof, and in calculating the pro rata
allocation of acceptances of portions of multiple Competitive Bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall

<PAGE>

                                                                              21

be rounded to integral multiples of $1,000,000 in a manner determined by the
Borrower. A notice given by the Borrower pursuant to this paragraph shall be
irrevocable.

         (e)   The Administrative Agent shall promptly notify each bidding
Lender by telecopy whether or not its Competitive Bid has been accepted (and, if
so, the amount and Competitive Bid Rate so accepted), and each successful bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the Competitive Loan in respect of which its Competitive Bid has been accepted.

         (f)   If the Administrative Agent shall elect to submit a Competitive
Bid in its capacity as a Lender, it shall submit such Competitive Bid directly
to the Borrower at least one quarter of an hour earlier than the time by which
the other Lenders are required to submit their Competitive Bids to the
Administrative Agent pursuant to paragraph (b) of this Section.

         SECTION 2.05. [Intentionally Omitted].

         SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds, to
an account of the Borrower maintained with the Administrative Agent in New York
City and designated by the Borrower in the applicable Borrowing Request or
Competitive Bid Request.

         (b)   Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the Federal Funds Effective Rate or (ii) in the
case of the Borrower, the interest rate applicable to ABR Loans. If such Lender
pays such amount to the Administrative Agent, then such amount shall constitute
such Lender's Loan included in such Borrowing and the Administrative Agent shall
promptly return to the Borrower any amount (including interest) paid by the
Borrower to the Administrative Agent pursuant to the immediately preceding
sentence, together with any interest thereon paid by such Lender for any day not
covered by the Borrower's payment.

         SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the Borrower
may elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect
Interest Periods therefor, all as provided in this Section. The Borrower may
elect different

<PAGE>

                                                                              22

options with respect to different portions of the affected Borrowing, in which
case each such portion shall be allocated ratably among the Lenders holding the
Loans comprising such Borrowing, and the Loans comprising each such portion
shall be considered a separate Borrowing. This Section shall not apply to
Competitive Borrowings, which may not be converted or continued.

         (b)   To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Borrower.

         (c)   Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

           (i)    the Borrowing to which such Interest Election Request applies
    and, if different options are being elected with respect to different
    portions thereof, the portions thereof to be allocated to each resulting
    Borrowing (in which case the information to be specified pursuant to clauses
    (iii) and (iv) below shall be specified for each resulting Borrowing);

           (ii)   the effective date of the election made pursuant to such
    Interest Election Request, which shall be a Business Day;

           (iii)  whether the resulting Borrowing is to be an ABR Borrowing or a
    Eurodollar Borrowing; and

           (iv)   if the resulting Borrowing is a Eurodollar Borrowing, the
    Interest Period to be applicable thereto after giving effect to such
    election, which shall be a period contemplated by the definition of the term
    "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

         (d)   Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

         (e)   If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Revolving Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Majority Lenders, so notifies the Borrower, then, so long
as an Event of Default is continuing (i) no outstanding Revolving Borrowing may
be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid,
each Eurodollar Revolving

<PAGE>

                                                                              23

Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.

         SECTION 2.08. Expiration, Termination and Reduction of Commitments. (a)
Unless previously terminated, the Commitments shall expire on the Maturity Date.

         (b)   Upon any direct or indirect sale or other disposition of Shares
(other than Shares constituting Unrestricted Margin Stock) directly or
indirectly beneficially owned by the Borrower (other than (i) to the Borrower's
direct or indirect Subsidiaries, (ii) to any wholly-owned subsidiary of CSX/NS
Acquisition Sub so long as the Borrower's direct or indirect proportionate
beneficial ownership of the Shares shall not be reduced as a result thereof, or
(iii) to NS or its subsidiaries or any CSX/NS Acquisition Sub Entity in
consideration of the acquisition of any assets of Conrail or any of its
subsidiaries by the Borrower or any Subsidiary), the Commitments shall be
automatically reduced in an amount equal to 100% of the Net Cash Proceeds to the
Borrower and the Subsidiaries of any such sale or other disposition of Shares
(other than Shares constituting Unrestricted Margin Stock). Each such reduction
shall become effective on the fifth Business Day following receipt by the
Borrower or any Subsidiary, as the case may be, of any such Net Cash Proceeds.

         (c)   The Borrower may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of $1,000,000 and not less
than $10,000,000 and (ii) the Borrower shall not terminate or reduce the
Commitments if, after giving effect to any concurrent prepayment of the Loans in
accordance with Section 2.10, the Aggregate Outstanding Extensions of Credit
would exceed the total Commitments.

         (d)   The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (c) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Commitments delivered by the Borrower may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments shall be made ratably
among the Lenders in accordance with their respective Commitments.

         (e)   The Borrower may elect to extend the maturity of all or any
portion of the Revolving Loans outstanding on the Maturity Date to the date
which is the first anniversary of the Maturity Date by giving written notice of
such election to the Administrative Agent at least 30 days prior to the Maturity
Date.

         SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan
on the Maturity Date and (ii) to the Administrative Agent for the account of
each applicable Lender the then unpaid principal amount of each Competitive Loan
on the last day of the Interest Period applicable to such Loan.

<PAGE>

                                                                              24

         (b)   Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

         (c)   The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof. In case of any discrepancy between the entries made by
the Administrative Agent pursuant to this paragraph and the entries made by any
Lender pursuant to paragraph (b) of this Section, such Lender's entries shall be
considered correct, in the absence of manifest error.

         (d)   In case of any dispute, action or proceeding relating to any
Loan, the entries made in the accounts maintained pursuant to paragraph (b) or
(c) of this Section shall be prima facie evidence of the existence and amounts
of the obligations recorded therein; provided that the failure of any Lender or
the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Borrower to repay the Loans in
accordance with the terms of this Agreement.

         (e)   Any Lender may request of the Borrower that (i) Revolving Loans
made by it be evidenced by a promissory note, substantially in the form of
Exhibit B-1 (a "Revolving Loan Note") and (ii) Competitive Loans made by it be
evidenced by a promissory note, substantially in the form of Exhibit B-2 (a
"Competitive Loan Note"). In such event, the Borrower shall prepare, execute and
deliver to such Lender promissory notes in such forms payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns). Thereafter, the Loans evidenced by such promissory notes and interest
thereon shall at all times (including after assignment pursuant to Section 9.04)
be represented by one or more promissory notes in such forms payable to the
order of the payee named therein (or, if any such promissory note is a
registered note, to such payee and its registered assigns).

         SECTION 2.10. Optional and Mandatory Prepayment of Loans. (a) The
Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to prior notice in accordance with
paragraph (b) of this Section; provided that the Borrower shall not have the
right to prepay any Competitive Loan without the prior written consent of the
Lender thereof.

         (b) The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment to be made pursuant to paragraph (a)
of this Section (i) in the case of prepayment of a Eurodollar Revolving
Borrowing, not later than 11:00 a.m., New York City time, three Business Days
before the date of prepayment or (ii) in the case of prepayment of an ABR
Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business
Day before the date of prepayment. Each such notice shall be irrevocable and
shall specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; provided that, if a notice of prepayment is given
in connection with a conditional notice of termination of the Commitments as
contemplated by Section 2.08, then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with

<PAGE>

                                                                              25

Section 2.08. Promptly following receipt of any such notice relating to a
Revolving Borrowing, the Administrative Agent shall advise the Lenders of the
contents thereof. Each partial prepayment of any Revolving Borrowing shall be in
an amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type as provided in Section 2.02. Each prepayment of a
Revolving Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by payment of accrued
interest to the extent required by Section 2.12.

         (c)   If, following any reduction of the total Commitments in
connection with any sale or other disposition of Shares by the Borrower or any
Subsidiary, the Aggregate Outstanding Extensions of Credit exceed the total
Commitments, the Borrower shall, without notice or demand, immediately repay
Revolving Loans in an aggregate principal amount equal to the lesser of (i) the
amount of such excess and (ii) the aggregate principal amount of Revolving Loans
then outstanding, together with interest accrued to the date of such payment or
prepayment on the principal so prepaid and any amounts payable under Section
2.15 in connection therewith. To the extent that after giving effect to any
prepayment of Revolving Loans required by the preceding sentence, the Aggregate
Outstanding Extensions of Credit still exceed the total Commitments, the
Borrower shall, without notice or demand, immediately deposit in a Cash
Collateral Account upon terms reasonably satisfactory to the Administrative
Agent an amount equal to the amount of such remaining excess. The Administrative
Agent shall apply any cash deposited in the Cash Collateral Account (to the
extent thereof) to repay the principal of each Competitive Loan on the date such
principal becomes due and payable hereunder, provided that the Administrative
Agent shall release to the Borrower from time to time such portion of the amount
on deposit in the Cash Collateral Account which is equal to the amount by which
the total Commitments at such time plus the amount on deposit in the Cash
Collateral Account exceeds the Aggregate Outstanding Extensions of Credit at
such time. "Cash Collateral Account" means an account, in the name of the
Administrative Agent for the benefit of the Lenders, established by the Borrower
with the Administrative Agent and over which the Administrative Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal for
application in accordance with this Section.

         SECTION 2.11. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the Applicable Rate on the daily amount of the Commitment of such
Lender (whether used or unused) during the period from and including the Closing
Date to but excluding the date on which such Commitment expires or is
terminated; provided that, if such Lender continues to have any Revolving Credit
Exposure after its Commitment terminates, then such facility fee shall continue
to accrue on the daily amount of such Lender's Revolving Credit Exposure from
and including the date on which its Commitment terminates to but excluding the
date on which such Lender ceases to have any Revolving Credit Exposure. Accrued
facility fees shall be payable in arrears on the last day of March, June,
September and December of each year and on the date on which the Commitments
terminate, commencing on the first such date to occur after the date hereof;
provided that any facility fees accruing after the date on which the Commitments
terminate shall be payable on demand. All facility fees shall be computed on the
basis of a year of 365 (or 366 in the case of a leap year) days and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).

         (b)   The Borrower agrees to pay to the Administrative Agent for the
account of each Lender a utilization fee, which shall accrue at a rate per annum
of 0.125% on the daily

<PAGE>

                                                                              26

amount of such Lender's Revolving Credit Exposure, for any periods during which
(i) the sum of (A) the Aggregate Outstanding Extensions of Credit hereunder plus
(B) the Aggregate Outstanding Extensions of Credit (as defined in the Five-Year
Credit Agreement) under the Five-Year Credit Agreement exceeds (ii) 50% of the
sum of (A) the aggregate amount of Commitments hereunder plus (B) the aggregate
amount of Commitments (as defined in the Five-Year Credit Agreement) under the
Five-Year Credit Agreement. Accrued utilization fees shall be payable in arrears
on the last day of March, June, September and December of each year and on the
date on which the Commitments terminate, commencing on the first applicable such
date to occur after the date hereof. All utilization fees shall be computed on
the basis of a year of 365 (or 366 in the case of a leap year) days and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).

         (c)   The Borrower agrees to pay to the Administrative Agent, for its
own account, fees payable in the amounts and at the times separately agreed upon
between the Borrower and the Administrative Agent.

         (d)   All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, in
the case of facility fees and utilization fees, to the Lenders. Fees paid shall
not be refundable under any circumstances.

         SECTION 2.12. Interest. (a) The Loans comprising each ABR Borrowing
shall bear interest at a rate per annum equal to the Alternate Base Rate.

         (b)   The Loans comprising each Eurodollar Borrowing shall bear
interest at a rate per annum equal to (i) in the case of a Eurodollar Revolving
Loan, the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate or (ii) in the case of a Eurodollar
Competitive Loan, the LIBO Rate for the Interest Period in effect for such
Borrowing plus (or minus, as applicable) the Margin applicable to such Loan.

         (c)   Each Fixed Rate Loan shall bear interest at a rate per annum
equal to the Fixed Rate applicable to such Loan.

         (d)   Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, from and
including the date such amount shall become due, but excluding the date such
amount shall be paid in accordance with Section 2.17, at a rate per annum equal
to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise
applicable to such Loan as provided above or (ii) in the case of any other
amount, 2% plus the rate applicable to ABR Loans as provided above.

         (e)   Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan; provided that (i) interest accrued pursuant
to paragraph (d) of this Section shall be payable on demand, (ii) in the event
of any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment, (iii) in the event of any conversion of any Eurodollar
Revolving Loan prior to the end of the current Interest Period therefor, accrued
interest on such

<PAGE>

                                                                              27

Loan shall be payable on the effective date of such conversion and (iv) all
accrued interest shall be payable upon termination of the Commitments.

         (f)   All interest hereunder shall be computed on the basis of a year
of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be presumptively correct absent manifest error.

         SECTION 2.13. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:

         (a)   the Administrative Agent determines (which determination shall be
    presumptively correct, absent manifest error) that adequate and reasonable
    means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate,
    as applicable, for such Interest Period; or

         (b)   the Administrative Agent is advised by the Majority Lenders (or,
    in the case of a Eurodollar Competitive Loan, the Lender that is required to
    make such Loan) that the Adjusted LIBO Rate or the LIBO Rate, as applicable,
    for such Interest Period will not adequately and fairly reflect the cost to
    such Lenders (or Lender) of making or maintaining their Loans (or its Loan)
    included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective, (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing and (iii) any
request by the Borrower for a Eurodollar Competitive Borrowing shall be
ineffective; provided that (A) if the circumstances giving rise to such notice
do not affect all the Lenders, then requests by the Borrower for Eurodollar
Competitive Borrowings may be made to Lenders that are not affected thereby and
(B) if the circumstances giving rise to such notice affect only one Type of
Borrowings, then the other Type of Borrowings shall be permitted.

         SECTION 2.14. Increased Costs. (a) If any Change in Law shall:


           (i)    impose, modify or deem applicable any reserve, special deposit
    or similar requirement against assets of, deposits with or for the account
    of, or credit extended by, any Lender (except any such reserve requirement
    reflected in the Adjusted LIBO Rate); or

           (ii)   impose on any Lender or the London interbank market any other
    condition affecting this Agreement or Eurodollar Loans or Fixed Rate Loans
    made by such Lender;

<PAGE>

                                                                              28

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to
reduce the amount of any sum received or receivable by such Lender hereunder in
respect of such Loan by an amount deemed by such Lender to be material, then the
Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction suffered.

         (b)   If any Lender determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender's capital or on the capital of such Lender's holding company, if any, as
a consequence of this Agreement or the Loans made by such Lender, to a level
below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy) by an amount deemed by such Lender to be material, then from
time to time the Borrower will pay to such Lender such additional amount or
amounts as will compensate such Lender or such Lender's holding company for any
such reduction suffered.

         (c)   A certificate of a Lender setting forth the amount or amounts
(including the basis therefor and the calculation thereof) necessary to
compensate such Lender or its holding company as specified in paragraph (a) or
(b) of this Section shall be delivered to the Borrower and shall be
presumptively correct absent manifest error. The Borrower shall pay such Lender
the amount shown as due on any such certificate within 10 days after receipt
thereof.

         (d)   Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such compensation; provided that the Borrower shall not be required to
compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than three months prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender's intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the three-month period referred to above
shall be extended to include the period of retroactive effect thereof.

         (e)   Notwithstanding the foregoing provisions of this Section, a
Lender shall not be entitled to compensation pursuant to this Section in respect
of any Competitive Loan if the Change in Law that would otherwise entitle it to
such compensation shall have been publicly announced prior to submission of the
Competitive Bid pursuant to which such Loan was made.

         SECTION 2.15. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurodollar Loan or Fixed Rate Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an
Event of Default), (b) the conversion of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Revolving Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice is permitted
to be revocable under Section 2.10(b) and is revoked in accordance herewith),
(d) the failure to borrow any Competitive Loan after accepting the Competitive
Bid to make such Loan, or (e) the assignment of any Eurodollar Loan or Fixed
Rate Loan other than on the last day of the Interest Period applicable thereto
as a result of a request by the Borrower pursuant to Section 2.18, then, in any
such event, the Borrower shall compensate each Lender for the loss and the
actual cost and

<PAGE>

                                                                              29

expense attributable to such event. In the case of a Eurodollar Loan, the loss
to any Lender attributable to any such event shall be deemed to include an
amount reasonably determined by such Lender to be equal to the excess, if any,
of (i) the amount of interest that such Lender would pay for a deposit equal to
the principal amount of such Loan for the period from the date of such payment,
conversion, failure or assignment to the last day of the then current Interest
Period for such Loan (or, in the case of a failure to borrow, convert or
continue, the duration of the Interest Period that would have resulted from such
borrowing, conversion or continuation) if the interest rate payable on such
deposit were equal to the Adjusted LIBO Rate (in the case of a Eurodollar
Revolving Loan) or the LIBO Rate (in the case of a Eurodollar Competitive Loan)
for such Interest Period, over (ii) the amount of interest that such Lender
would earn on such principal amount for such period if such Lender were to
invest such principal amount for such period at the interest rate that would be
bid by such Lender (or an Affiliate of such Lender) for dollar deposits from
other banks in the eurodollar market at the commencement of such period. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive (including the basis therefor and the calculation
thereof) pursuant to this Section shall be delivered to the Borrower and shall
be presumptively correct absent manifest error. The Borrower shall pay such
Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

         SECTION 2.16. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower hereunder shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; provided that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or each
Lender (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

         (b)   In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

         (c)   The Borrower shall indemnify the Administrative Agent and each
Lender, within 30 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section)
paid by the Administrative Agent or such Lender, as the case may be, and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto to the extent such penalties, interest and expenses shall not result
from any action or inaction on the part of the Administrative Agent or such
Lender, as the case may be, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability
(including the basis therefor and the calculation thereof) delivered to the
Borrower by a Lender, or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be presumptively correct absent manifest error.

         (d)   As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental

<PAGE>

                                                                              30

Authority evidencing such payment, a copy of the return reporting such payment
or other evidence of such payment reasonably satisfactory to the Administrative
Agent.

         (e)   Unless after the date any Foreign Lender becomes a Lender
hereunder there is a Change in Law which would prevent such Foreign Lender from
duly completing and delivering such documentation and such Foreign Lender so
advises the Administrative Agent and the Borrower, such Foreign Lender shall
deliver to the Borrower (with a copy to the Administrative Agent), at the time
or times prescribed by applicable law or reasonably requested by the Borrower,
such properly completed and executed documentation prescribed by applicable law
as will permit payments made under this Agreement to be made without
withholding.

         (f)   If the Borrower determines in good faith that a reasonable basis
exists for contesting a Tax, the relevant Lender or the Administrative Agent, as
applicable, shall cooperate with the Borrower in challenging such Tax at the
Borrower's expense if requested by the Borrower. If any Lender or the
Administrative Agent, as applicable, obtains a credit against or receives a
refund or reduction (whether by way of direct payment or by offset) of any Tax
for which payment has been made pursuant to this Section, which credit, refund
or reduction in the good faith judgment of such Lender or the Administrative
Agent, as the case may be, (and without any obligation to disclose its tax
records) is allocable to such payment made under this Section, the amount of
such credit, refund or reduction (together with any interest received thereon)
promptly shall be paid to the Borrower to the extent payment has been made in
full by the Borrower pursuant to this Section.

         SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest or fees, or under Section 2.14, 2.15
or 2.16, or otherwise) prior to 12:00 noon, New York City time, on the date when
due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York, except that payments pursuant to Sections 2.14, 2.15, 2.16 and
9.03 shall be made directly to the Persons entitled thereto. The Administrative
Agent shall distribute any such payments received by it for the account of any
other Person to the appropriate recipient promptly following receipt thereof. If
any payment hereunder shall be due on a day that is not a Business Day, the date
for payment shall be extended to the next succeeding Business Day, and, in the
case of any payment accruing interest, interest thereon shall be payable for the
period of such extension at the same applicable rate. All payments hereunder
shall be made in dollars.

         (b)   If at any time insufficient funds are received by and available
to the Administrative Agent to pay fully all amounts of principal, interest and
fees then due hereunder, such funds shall be applied (i) first, to pay interest
and fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and
(ii) second, to pay principal then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal then due to such
parties.

         (c)   If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its

<PAGE>

                                                                              31

Revolving Loans and accrued interest thereon than the proportion received by any
other Lender, then the Lender receiving such greater proportion shall purchase
(for cash at face value) participations in the Revolving Loans of other Lenders
to the extent necessary so that the benefit of all such payments shall be shared
by the Lenders ratably in accordance with the aggregate amount of principal of
and accrued interest on their respective Revolving Loans; provided that (i) if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans to any assignee
or participant, other than to the Borrower or any Subsidiary or Affiliate
thereof (as to which the provisions of this paragraph shall apply). The Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may, subject to Section 9.08, exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

        (d) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the Federal Funds Effective Rate.

        (e) If any Lender shall fail to make any payment required to be made by
it pursuant to Section 2.06(b) or 2.17(d), then the Administrative Agent may, in
its discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such
Lender to satisfy such Lender's obligations under such Sections until all such
unsatisfied obligations are fully paid.

        SECTION 2.18. Mitigation Obligations; Replacement of Lenders. (a) If any
Lender or a Participant in such Lender's Loans requests compensation under
Section 2.14, or if the Borrower is required to pay any additional amount to any
Lender or a Participant in such Lender's Loans or any Governmental Authority for
the account of any Lender or Participant pursuant to Section 2.16, then such
Lender or Participant shall use reasonable efforts to designate a different
lending office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or
Affiliates, if, in the reasonable judgment of such Lender or Participant, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not
subject such Lender or Participant to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender or Participant. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender or
Participant in connection with any such designation or assignment. Without
limiting the generality of the foregoing, each Lender and Participant shall use
all reasonable efforts to mitigate the effect upon the Borrower of

<PAGE>

                                                                              32

any increased capital requirement and shall assess any cost related to such
increased capital on a nondiscriminatory basis among the Borrower and other
borrowers of such Lender or Participant to which such cost applies and such
Lender or Participant shall not be entitled to be compensated for any increased
capital requirement unless it is, as a result of such law, regulation, guideline
or request, such Lender's or Participant's policy generally to seek to exercise
such rights, where available, against other borrowers of such Lender or
Participant.

        (b) If any Lender or a Participant in such Lender's Loans requests
compensation under Section 2.14, or if the Borrower is required to pay any
additional amount to any Lender or Participant or any Governmental Authority for
the account of any Lender or Participant pursuant to Section 2.16, or if any
Lender defaults in its obligation to fund Loans hereunder, or if any Lender
shall have a credit rating of C/D (or its equivalent) or lower by Thomson
BankWatch, Inc. (or any successor thereto), then the Borrower shall have the
right, at its sole expense, upon notice to such Lender and the Administrative
Agent, to require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in Section 9.04), all
its interests, rights and obligations under this Agreement (other than any
outstanding Competitive Loans held by it) to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent (and, if a Commitment is being
assigned, each Issuing Bank) which consent shall not unreasonably be withheld,
(ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans (other than Competitive Loans), accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (iii)
in the case of any such assignment resulting from a claim for compensation under
Section 2.14 or payments required to be made pursuant to Section 2.16, such
assignment will result in a reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply.

                                  ARTICLE III

                         Representations and Warranties

        The Borrower represents and warrants to the Lenders that:

        SECTION 3.01. Organization; Powers. Each of the Borrower and the
Significant Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, would not
result in a Material Adverse Effect, is qualified to do business in, and is in
good standing in, every jurisdiction where such qualification is required.

        SECTION 3.02. Authorization; Enforceability. The Transactions are within
the Borrower's corporate powers and have been duly authorized by all necessary
corporate action of the Borrower. This Agreement has been duly executed and
delivered by the Borrower and constitutes, and each Note when executed and
delivered by the Borrower will constitute, a legal,

<PAGE>

                                                                              33

valid and binding obligation of the Borrower, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

        SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a)
do not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except such as have been obtained
or made and are in full force and effect, (b) will not violate any applicable
law or regulation or the charter, by-laws or other organizational documents of
the Borrower, any Subsidiary or any CSX/NS Entity or any order of any
Governmental Authority, (c) will not violate or result in a default, or give
rise to a right to require any material payment, under any indenture, agreement
or other instrument binding upon the Borrower, any Subsidiary or any of their
respective assets (or, in the case of CSX/NS Acquisition Sub or Conrail or any
of its subsidiaries (excluding any NS Conrail Subsidiaries), any indenture,
agreement or other instrument a violation, default or required payment under
which would result in a Material Adverse Effect), and (d) will not result in the
creation or imposition of any Lien on any material asset of the Borrower or any
Subsidiary (or, in the case of CSX/NS Acquisition Sub or Conrail or any of its
subsidiaries (excluding any NS Conrail Subsidiaries), any Lien on any of its
assets if such Lien would result in a Material Adverse Effect).

        SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The
Borrower has heretofore furnished to the Lenders its consolidated statement of
financial position, and statements of earnings, changes in shareholders' equity
and cash flows (i) as of and for the fiscal year ended December 28, 2001,
reported on by Ernst & Young LLP, independent public accountants, and (ii)
except for statements of changes in shareholders' equity, as of and for the
fiscal quarter ended March 29, 2002, certified by a Financial Officer. Such
financial statements present fairly, in all material respects, the financial
position and results of operations and cash flows of the Borrower and its
consolidated Subsidiaries as of such dates and for such periods in accordance
with GAAP, subject to year-end audit adjustments and the absence of footnotes in
the case of the statements referred to in clause (ii) above.

        (b) Since December 28, 2001, there has been no Material Adverse Effect.

        SECTION 3.05. Properties. (a) Each of the Borrower and the Subsidiaries
has good title to, or valid leasehold interests in or rights to use, all its
real and personal property material to its business, except for such
irregularities that, individually or in the aggregate, would not result in a
Material Adverse Effect.

        (b) Each of the Borrower and the Subsidiaries owns, or is licensed to
use, all trademarks, tradenames, copyrights, patents and other intellectual
property material to its business, and the use thereof by the Borrower and the
Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, would not result
in a Material Adverse Effect.

        SECTION 3.06. Litigation and Environmental Matters. (a) There is no
pending litigation or administrative proceeding or other legal or regulatory
development that is reasonably likely to result in a Material Adverse Effect or
to materially adversely affect the rights and remedies of the Lenders hereunder.

<PAGE>

                                                                              34

        (b) Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, would not result in a
Material Adverse Effect, neither the Borrower nor any Subsidiary nor any CSX/NS
Entity (i) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or
(iv) knows of any basis for any Environmental Liability.

        SECTION 3.07. Compliance with Laws and Agreements. Each of the Borrower,
the Subsidiaries and the CSX/NS Entities is in compliance with all laws,
regulations and orders (other than Environmental Laws) of any Governmental
Authority applicable to it or its property (including Regulation U) and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, would not
result in a Material Adverse Effect. No Default has occurred and is continuing.

        SECTION 3.08. Investment and Holding Company Status. Neither the
Borrower nor any Subsidiary is (a) an "investment company" as defined in, or
subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.

        SECTION 3.09. Taxes. Each of the Borrower, the Subsidiaries and the
CSX/NS Entities has timely filed or caused to be filed all Tax returns and
reports required to have been filed and has paid or caused to be paid all Taxes
required to have been paid by it, except (a) Taxes that are being contested in
good faith by appropriate proceedings and for which the Borrower, such
Subsidiary or such CSX/NS Entity, as applicable, has set aside on its books
adequate reserves or (b) to the extent that the failure to do so would not
result in a Material Adverse Effect.

        SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, would result in a Material
Adverse Effect.

        SECTION 3.11. Disclosure. None of the reports, financial statements,
certificates or other information furnished by or on behalf of the Borrower to
the Administrative Agent or any Lender in connection with the negotiation of
this Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that,
with respect to projected or pro forma financial information, the Borrower
represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time, it being understood that such
pro forma statements or projections are inherently subjective and are subject to
significant uncertainties and contingencies many of which are beyond the control
of the Borrower and that no assurance can be given that such projections or pro
forma financial statements will be realized.

<PAGE>

                                                                              35

                                   ARTICLE IV

                                   Conditions

          SECTION 4.01. Closing Date. This Agreement shall not become effective
until the date on which each of the following conditions is satisfied (or waived
in accordance with Section 9.02):

          (a) The Administrative Agent (or its counsel) shall have received from
     the Borrower and the Lenders either (i) counterparts of this Agreement
     signed on behalf of such parties or (ii) written evidence satisfactory to
     the Administrative Agent (which may include telecopy transmission of a
     signed signature page of this Agreement) that such parties have each signed
     a counterpart of this Agreement.

          (b) The Administrative Agent shall have received a favorable written
     opinion (addressed to the Administrative Agent and the Lenders and dated
     the Closing Date) of (i) Wachtell, Lipton, Rosen & Katz, special counsel
     for the Borrower, substantially in the form of Exhibit C, and (ii) the
     General Counsel or an Assistant General Counsel of the Borrower,
     substantially in the form of Exhibit D. The Borrower hereby requests such
     counsel to deliver such opinions.

          (c) The Administrative Agent shall have received (i) a certificate of
     the Borrower, dated the Closing Date, as to the incumbency and signature of
     the officers of the Borrower executing this Agreement and authorized to
     execute Notes reasonably satisfactory in form and substance to the
     Administrative Agent and (ii) true and complete copies of the certificate
     of incorporation and by-laws of the Borrower, certified as of the Closing
     Date as complete and correct copies thereof by the Secretary or an
     Assistant Secretary of the Borrower.

          (d) The Administrative Agent shall have received a certificate, dated
     the Closing Date and signed by the President, a Vice President or a
     Financial Officer of the Borrower, confirming compliance with the
     conditions set forth in paragraphs (a) and (b) of Section 4.02.

          (e) The Borrower shall have paid all fees required to be paid, and all
     expenses required to be paid and for which invoices have been presented, on
     or before the Closing Date.

          (f) Concurrently with the effectiveness of this Agreement, (i) the
     Borrower shall (and does hereby) terminate the commitments under the
     Existing Credit Agreement and (ii) all principal, interest and fees under
     the Existing Credit Agreement shall be paid in full. Any advance notice
     required in connection with such termination or prepayment is hereby waived
     by the Lenders (to the extent such Lenders are parties to the Existing
     Credit Agreement).

The Administrative Agent shall notify the Borrower and the Lenders of the
Closing Date, and such notice shall be conclusive and binding.

<PAGE>

                                                                              36

          SECTION 4.02. Each Credit Event. The obligation of each Lender to make
a Loan on the occasion of any Borrowing is subject to the satisfaction of the
following conditions:

          (a) The representations and warranties of the Borrower set forth in
     this Agreement (other than the representations and warranties set forth in
     Sections 3.04(b) and 3.06) shall be true and correct on and as of the date
     of such Borrowing.

          (b) At the time of and immediately after giving effect to such
     Borrowing, no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.

                                   ARTICLE V

                              Affirmative Covenants

          Until the Commitments shall have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Borrower covenants and agrees with the Lenders that:

          SECTION 5.01. Financial Statements and Other Information. The Borrower
will furnish to each Lender through the Administrative Agent:

          (a) as soon as available but in any event within 120 days after the
     end of each fiscal year of the Borrower, its audited consolidated statement
     of financial position and related statements of earnings, changes in
     shareholders' equity and cash flows as of the end of and for such year,
     setting forth in each case in comparative form the figures for the previous
     fiscal year, all reported on by Ernst & Young LLP or other independent
     public accountants of recognized national standing (without a "going
     concern" or like qualification or exception and without any qualification
     or exception as to the scope of such audit) to the effect that such
     consolidated financial statements present fairly in all material respects
     the financial position, results of operations and cash flows of the
     Borrower and its consolidated Subsidiaries on a consolidated basis in
     accordance with GAAP; provided, however, that the Borrower may deliver, in
     lieu of the foregoing, the annual report of the Borrower for such fiscal
     year on Form 10-K filed with the SEC, but only so long as the financial
     statements contained in such annual report on Form 10-K are substantially
     the same in content as the financial statements referred to in the
     preceding provisions of this paragraph (a);

          (b) as soon as available but in any event within 60 days after the end
     of each of the first three fiscal quarters of each fiscal year of the
     Borrower, its consolidated statement of financial position and related
     statements of earnings and cash flows as of the end of and for such fiscal
     quarter and the then elapsed portion of the fiscal year, setting forth in
     each case in comparative form the figures for the corresponding period or
     periods of (or, in the case of the balance sheet, as of the end of) the
     previous fiscal year, all certified by one of its Financial Officers as
     presenting fairly in all material respects the financial position, results
     of operations and cash flows of the Borrower and its

<PAGE>

                                                                              37

     consolidated Subsidiaries on a consolidated basis in accordance with GAAP,
     subject to normal year-end audit adjustments and the absence of footnotes;
     provided, however, that the Borrower may deliver, in lieu of the foregoing,
     the quarterly report of the Borrower for such fiscal quarter on Form 10-Q
     filed with the SEC, but only so long as the financial statements contained
     in such quarterly report on Form 10-Q are substantially the same in content
     as the financial statements referred to in the preceding provisions of this
     paragraph (b);

          (c) concurrently with each delivery of financial statements under
     clause (a) or (b) above, a certificate of a Financial Officer of the
     Borrower (i) certifying as to whether, to the best knowledge of such
     Financial Officer, a Default has occurred and is continuing and, if a
     Default has occurred and is continuing, specifying the details thereof and
     any action taken or proposed to be taken with respect thereto, (ii) setting
     forth reasonably detailed calculations demonstrating compliance with
     Section 6.05 and (iii) stating whether any change in GAAP or in the
     application thereof has occurred since the date of the audited financial
     statements referred to in Section 3.04 and, if any such change has
     occurred, specifying the effect of such change on the financial statements
     accompanying such certificate;

          (d) concurrently with each delivery of financial statements under
     clause (a) above, a letter signed by the accounting firm that reported on
     such financial statements to the effect that, in the course of the
     examination upon which their report for such fiscal year was based (but
     without any special or additional audit procedures for that purpose other
     than review of the terms and provisions of this Agreement), nothing came to
     their attention that caused them to believe that there were any Defaults or
     Events of Default involving accounting matters or, if such accountants
     became aware of any such Defaults or Events of Default, specifying the
     nature thereof;

          (e) promptly after the same become publicly available, copies of all
     periodic and other reports on Forms 8-K, 10-Q and 10-K and all proxy
     statements filed by the Borrower or any Subsidiary with the SEC or any
     other documents distributed by the Borrower to its shareholders generally
     which contain the equivalent information to that contained in such Forms or
     proxy statements;

          (f) upon any sale or other disposition of Shares by the Borrower or
     any Subsidiary, a certificate of a Financial Officer setting forth in
     reasonable detail the calculations required to determine the portion of
     such Shares which constitute Restricted Margin Stock, the portion of such
     Shares which constitute Unrestricted Margin Stock and the Net Cash Proceeds
     attributable to each such portion; and

          (g) promptly following any request therefor, such other information
     regarding the operations and financial condition of the Borrower or any
     Subsidiary, or compliance with the terms of this Agreement, as the
     Administrative Agent or any Lender may reasonably request.

          SECTION 5.02. Notices of Material Events. The Borrower will furnish to
each Lender through the Administrative Agent prompt written notice of the
following:

<PAGE>

                                                                              38

          (a) within three Business Days after any Financial Officer obtains
     knowledge of the occurrence of any Default which is continuing, the
     occurrence of such Default;

          (b) the filing or commencement of any action, suit or proceeding by or
     before any arbitrator or Governmental Authority against or affecting the
     Borrower or any Subsidiary that would, in the reasonable judgment of the
     Borrower, result in a Material Adverse Effect;

          (c) the occurrence of any ERISA Event that, alone or together with any
     other ERISA Events that have occurred, would, in the reasonable judgment of
     the Borrower, result in a Material Adverse Effect; and

          (d) any other development that results in, or would in the reasonable
     judgment of the Borrower result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

          SECTION 5.03. Existence; Conduct of Business. The Borrower will, and
will cause each Significant Subsidiary to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises it
reasonably deems necessary to the conduct of its business; provided that the
foregoing shall not prohibit any merger, consolidation or disposition not
prohibited under Section 6.04 or prohibit the Borrower or any Significant
Subsidiary from discontinuing any business or forfeiting any right, license,
permit, privilege or franchise to the extent it reasonably deems appropriate in
the ordinary course of its business.

          SECTION 5.04. Payment of Obligations. The Borrower will, and will
cause each Subsidiary and each CSX Conrail Subsidiary to, pay its obligations,
including Tax liabilities, that, if not paid, would result in a Material Adverse
Effect before the same shall become delinquent or in default, except where the
validity or amount thereof is being contested in good faith by appropriate
proceedings.

          SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will,
and will cause each Significant Subsidiary to, (a) keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, and (b) maintain insurance with
financially sound insurance companies (including captive or affiliated insurance
companies) or, to the extent consistent with prudent business practice, programs
of self-insurance, in each case in such amounts, with such deductibles and
against such risks as are reasonably appropriate.

          SECTION 5.06. Books and Records; Inspection Rights. The Borrower will,
and will cause each Significant Subsidiary to, keep and maintain proper books of
record and account in accordance with GAAP. The Borrower will, and will cause
each Subsidiary and each CSX Conrail Subsidiary to, permit any representatives
designated by the Administrative Agent or any Lender, upon reasonable prior
notice and coordinated with the Administrative Agent, to visit and inspect its
properties, to examine and make extracts from its books and records, and to
discuss its

<PAGE>

                                                                              39

affairs, finances and condition with its officers and independent accountants,
all during normal business hours and at such reasonable times and as often as
reasonably requested.

          SECTION 5.07. Compliance with Laws. The Borrower will, and will cause
each Subsidiary and CSX Conrail Subsidiary to, comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property, except where the failure to do so, individually or in the aggregate,
would not result in a Material Adverse Effect.

          SECTION 5.08. Use of Proceeds; Commitments. The proceeds of the Loans
may be used for working capital and other general corporate purposes, and a
portion of the Commitments may be used to support commercial paper issued by the
Borrower.

          SECTION 5.09. Federal Regulations. No part of the proceeds of any Loan
will be used for "purchasing" or "carrying" (within the respective meanings of
each of the quoted terms under Regulation G or Regulation U of the Board as now
and from time to time hereafter in effect) any Margin Stock in violation of the
applicable requirements of such Regulations. If requested by any Lender or the
Administrative Agent, the Borrower will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-1 referred to in said Regulation G or
Regulation U, as the case may be.

                                   ARTICLE VI

                               Negative Covenants

          Until the Commitments shall have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Borrower covenants and agrees with the Lenders that:

          SECTION 6.01. Limitation on Subsidiary Debt. The Borrower will not
permit any Subsidiary or any CSX Conrail Subsidiary to create, incur or assume
any Debt (other than Debt substantially secured by a Lien or Liens on assets of
such Subsidiary or such CSX Conrail Subsidiary permitted under Section 6.02)
after the Closing Date, except:

          (a) extensions, renewals and replacements of any Debt existing on the
     date hereof that do not increase the outstanding principal amount thereof
     (other than to finance payments made in connection therewith);

          (b) Debt of any Subsidiary or CSX Conrail Subsidiary to the Borrower
     or any other Subsidiary or CSX Conrail Subsidiary;

          (c) Debt of any Person that becomes a Subsidiary after the date
     hereof; provided that such Debt exists at the time such Person becomes a
     Subsidiary and is not created in contemplation of or in connection with
     such Person becoming a Subsidiary;

          (d) Debt of any Subsidiary or CSX Conrail Subsidiary as an account
     party in respect of letters of credit; and

<PAGE>

                                                                              40

          (e) other Debt; provided that (i) at the time of the creation,
     incurrence or assumption of such Debt and after giving effect thereto, the
     aggregate principal amount of all such Debt of the Subsidiaries does not
     exceed an amount equal to 10% of Total Capitalization at such time and (ii)
     any Allocable CSX/NS Debt of the CSX/NS Acquisition Sub Entities incurred
     after the Closing Date shall, without duplication, be treated as "Debt" of
     a Subsidiary for purposes of clause (i) of this proviso.

          SECTION 6.02. Liens. The Borrower will not, and will not permit any
Subsidiary or CSX Conrail Subsidiary to, create, incur, assume or permit to
exist any Lien on any property or asset now owned or hereafter acquired by it
(other than Unrestricted Margin Stock) to secure Debt of the Borrower, any
Subsidiary or any CSX Conrail Subsidiary, except:

          (a) Permitted Encumbrances;

          (b) any Lien on any property or asset of the Borrower or any
     Subsidiary or Conrail or any of its subsidiaries existing on the date
     hereof; provided that (i) such Lien shall not apply to any other property
     or asset of the Borrower, any Subsidiary or any CSX Conrail Subsidiary and
     (ii) such Lien shall secure only those obligations which it secures on the
     date hereof and extensions, renewals and replacements thereof that do not
     increase the outstanding principal amount thereof (other than to finance
     payments made in connection therewith);

          (c) any Lien existing on any property or asset prior to the
     acquisition thereof by the Borrower, any Subsidiary or any CSX/NS Entity or
     existing on any property or asset of any Person that becomes a Subsidiary
     or CSX/NS Entity after the date hereof prior to the time such Person
     becomes a Subsidiary or CSX/NS Entity; provided that (i) such Lien is not
     created in contemplation of or in connection with such acquisition or such
     Person becoming a Subsidiary or CSX/NS Entity, as the case may be, (ii)
     such Lien shall not apply to any other property or assets of the Borrower,
     any Subsidiary or any CSX Conrail Subsidiary and (iii) such Lien shall
     secure only those obligations which it secures on the date of such
     acquisition or the date such Person becomes a Subsidiary or CSX/NS Entity,
     as the case may be, and extensions, renewals and replacements thereof that
     do not increase the outstanding principal amount thereof (other than to
     finance payments made in connection therewith);

          (d) Liens on railroad locomotives, auto racks, rolling stock, vessels,
     barges, containers, vehicles, terminals and other fixed or capital assets
     acquired, constructed, improved or refurbished by or for the Borrower, any
     Subsidiary or any CSX Conrail Subsidiary; provided that (i) such Liens and
     the Debt secured thereby are incurred (A) prior to or within three years
     after such acquisition or the completion of such construction, improvement
     or refurbishment or (B) with respect to the assets of Conrail or any of its
     subsidiaries, not later than August 22, 2001, (ii) the Debt secured thereby
     does not exceed 100% of the cost of acquiring, constructing, improving or
     refurbishing such assets and (iii) such Liens shall not apply to any other
     property or assets of the Borrower, any Subsidiary or any CSX Conrail
     Subsidiary;

          (e) Liens securing Debt in respect of the transactions described in
     Schedule 6.02; and

<PAGE>

                                                                              41

          (f) Liens not otherwise permitted hereunder; provided that, at the
     time of the creation, incurrence or assumption of any Debt secured by any
     such Lien and after giving effect thereto, the aggregate principal amount
     of Debt of the Borrower and the Subsidiaries secured by Liens permitted
     under this clause (f), together with, without duplication, the sum of (i)
     the Attributable Debt then outstanding in respect of Sale/Leaseback
     Transactions permitted under Section 6.03(c) in respect of which the
     obligations of the Borrower or any Subsidiary do not constitute Capital
     Lease Obligations, (ii) the aggregate then outstanding principal amount of
     Allocable CSX/NS Debt of the CSX/NS Acquisition Sub Entities incurred after
     the Closing Date then secured by Liens on the assets of any CSX/NS Entity
     (other than Liens which would be permitted under paragraphs (a) through (e)
     of this Section assuming the CSX/NS Acquisition Sub Entities were
     Subsidiaries) and (iii) the aggregate then outstanding Allocable CSX/NS
     Attributable Debt of the CSX/NS Acquisition Sub Entities incurred after the
     Closing Date, does not exceed an amount equal to 10% of Total
     Capitalization at such time.

          SECTION 6.03. Limitation on Sale/Leaseback Transactions. The Borrower
will not, and will not permit any Subsidiary or any CSX Conrail Subsidiary to,
enter into any arrangement with any Person providing for the leasing by the
Borrower, any Subsidiary or any CSX Conrail Subsidiary of real or personal
property (other than Unrestricted Margin Stock) which has been or is to be sold
or transferred by the Borrower, such Subsidiary or such CSX Conrail Subsidiary
to such Person or to any other Person to whom funds have been or are to be
advanced by such Person on the security of such property or rental obligations
of the Borrower, such Subsidiary or such CSX Conrail Subsidiary (a
"Sale/Leaseback Transaction"), except:

          (a) any Sale/Leaseback Transaction described in Schedule 6.02;

          (b) any arrangement with respect to any railroad locomotive, auto
     rack, rolling stock, vessel, barge, container, vehicle, terminal or other
     fixed or capital asset; provided that such arrangement is entered into (A)
     prior to or within three years after the acquisition, construction,
     improvement or refurbishment of such railroad locomotive, auto rack,
     rolling stock, vessel, barge, container, vehicle, terminal or other fixed
     or capital asset or (B) with respect to the assets of Conrail or any of its
     subsidiaries, not later than August 22, 2001; and

          (c) Sale/Leaseback Transactions not otherwise permitted hereunder;
     provided that, (i) if the obligations of the Borrower, any Subsidiary or
     any CSX Conrail Subsidiary in respect of any such Sale/Leaseback
     Transaction constitute Capital Lease Obligations, the Liens created in
     respect of such Sale/Leaseback Transactions are permitted under Section
     6.02 and (ii) if the obligations of the Borrower, any Subsidiary or any CSX
     Conrail Subsidiary in respect of any such Sale/Leaseback Transaction do not
     constitute Capital Lease Obligations, at the time of the creation,
     incurrence or assumption of any Attributable Debt in connection with such
     Sale/Leaseback Transaction and after giving effect thereto, the aggregate
     principal amount of Attributable Debt of the Borrower and the Subsidiaries
     then outstanding in respect of leases entered into in connection with
     Sale/Leaseback Transactions permitted under this clause (ii), together
     with, without duplication, the aggregate principal amount of Debt of the
     Borrower and the Subsidiaries then secured by Liens permitted under Section
     6.02(f), the aggregate principal amount of Allocable CSX/NS Debt of the
     CSX/NS Acquisition Sub Entities incurred after the

<PAGE>

                                                                              42

     Closing Date then secured by Liens on the assets of any CSX/NS Entity
     (other than Liens which would be permitted under paragraphs (a) through (e)
     of Section 6.02 assuming the CSX/NS Acquisition Sub Entities were
     Subsidiaries) and the aggregate then outstanding Allocable CSX/NS
     Attributable Debt of the CSX/NS Acquisition Sub Entities incurred after the
     Closing Date, does not exceed an amount equal to 10% of Total
     Capitalization at such time.

          SECTION 6.04. Fundamental Changes. The Borrower will not merge into or
consolidate with any other Person, or permit any other Person to merge into or
consolidate with it, or sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired), unless (a) the surviving
corporation in any such merger or consolidation or the Person which acquires all
or substantially all of the assets of the Borrower shall be a corporation
organized and existing under the laws of the United States of America, any State
thereof or the District of Columbia (the "Successor Corporation") and shall
expressly assume, by amendment to this Agreement executed by the Borrower, the
Successor Corporation and the Administrative Agent, the due and punctual payment
of the principal of and interest on the Loans and all other amounts payable
under this Agreement and any Notes and the payment and performance of every
covenant hereof on the part of the Borrower to be performed or observed, (b)
immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing and (c) the Borrower shall have
delivered a certificate of a Financial Officer and a written opinion of counsel
reasonably satisfactory to the Administrative Agent (who may be counsel to the
Borrower), each stating that such transaction and amendment comply with this
Section and that all conditions precedent herein provided for relating to such
transaction have been satisfied; provided that the Borrower and the Subsidiaries
will be permitted to sell, transfer and otherwise dispose of Unrestricted Margin
Stock without regard to the foregoing restrictions.

          SECTION 6.05. Financial Covenant. The Borrower shall not permit the
ratio of Total Debt to Total Capitalization to exceed 0.55 to 1.00.

          SECTION 6.06. Ownership of Railroad Subsidiaries. The Borrower shall
not (a) permit any Railroad Subsidiary to cease to be a wholly-owned Subsidiary
of the Borrower or (b) directly or indirectly, sell, transfer or otherwise
dispose of any capital stock of any CSX Conrail Railroad Subsidiary; provided
that (i) neither the Borrower nor any Subsidiary shall be in any way restricted
under this Section from selling or otherwise disposing of Unrestricted Margin
Stock and (ii) neither the Borrower nor any Subsidiary shall be prohibited
pursuant to clause (b) from transferring the capital stock of any CSX Conrail
Railroad Subsidiary (A) to the Borrower's direct or indirect Subsidiaries, (B)
to any wholly-owned subsidiary of CSX/NS Acquisition Sub so long as the
Borrower's direct or indirect proportionate beneficial ownership of such capital
stock shall not be reduced as a result thereof or (C) to NS or its subsidiaries
or any CSX/NS Acquisition Sub Entity in consideration of the acquisition of any
assets of Conrail or any of its subsidiaries by the Borrower or any Subsidiary.

          SECTION 6.07. Sales of Unrestricted Margin Stock. The Borrower shall
not, and shall not permit any Subsidiary or CSX/NS Entity to, (a) sell or
otherwise dispose of any Shares constituting Unrestricted Margin Stock other
than in exchange for cash or cash equivalents or (b) fail to maintain the
proceeds of any such sale or other disposition as cash, cash equivalents or
short-term investments; provided that (i) to the extent that the Borrower shall
elect to reduce the Commitments pursuant to Section 2.08(c) at any time after
any such sale or other

<PAGE>

                                                                              43

disposition, the requirements of clause (b) above shall cease to apply to the
portion of such proceeds as shall be equal to the aggregate amount of any such
reductions and (ii) this Section shall not apply to sales or other dispositions
of Unrestricted Margin Stock (A) to the Borrower's direct or indirect
Subsidiaries, (B) to any wholly-owned subsidiary of CSX/NS Acquisition Sub so
long as the Borrower's direct or indirect proportionate beneficial ownership of
the Shares shall not be reduced as a result thereof, or (C) to NS or its
subsidiaries or any CSX/NS Acquisition Sub Entity in consideration of the
acquisition of any assets of Conrail or any of its subsidiaries by the Borrower
or any Subsidiary.

          SECTION 6.08. Limitation on Guarantees and Liens of CSX/NS Entities.
The Borrower shall not permit any CSX/NS Entity to create, incur, assume or
suffer to exist any Guarantee in respect of, or Liens upon any of the property,
assets or revenues, whether now owned or hereafter acquired, of such CSX/NS
Entity to secure, Indebtedness of NS or any of its subsidiaries (other than
CSX/NS Entities).

          SECTION 6.09. CSX/NS Agreement

          . The Borrower shall not agree to any material modification or
amendment of any of the terms of the CSX/NS Agreement if, in the reasonable
judgment of at least three of the Agents, such modification or amendment would
be reasonably likely to result in a Material Adverse Effect.

          SECTION 6.10. Final Asset Division. Notwithstanding any provision to
the contrary in Article VI (but without prejudice to Sections 6.05, 6.08 and
6.09), the Borrower and its Subsidiaries shall be permitted to incur, assume,
refinance, replace, guarantee or otherwise assume direct or indirect
responsibility for the payment of the Allocable CSX/NS Debt (calculated without
giving effect to clause (c) of the proviso to the definition thereof) or
Allocable CSX/NS Attributable Debt (calculated without giving effect to clause
(c) of the proviso to the definition thereof) of the CSX/NS Acquisition Sub
Entities in connection with the final asset division contemplated by the CSX/NS
Agreement, either on an unsecured basis or secured by Liens on the assets of any
CSX/NS Acquisition Sub Entity (whether such assets remain assets of such CSX/NS
Acquisition Sub Entity or are acquired by the Borrower or any of its
Subsidiaries) and any resulting Debt, Lien or, to the extent applicable,
Sale/Leaseback Transaction of the Borrower or any of its Subsidiaries shall not
be included for purposes of determining compliance with the limitations
contained in Sections 6.01(e), 6.02(f) and 6.03(c).

                                  ARTICLE VII

                                Events of Default

          If any of the following events ("Events of Default") shall occur:

          (a) the Borrower shall fail to pay any principal of any Loan when and
     as the same shall become due and payable, whether at the due date thereof
     or at a date fixed for prepayment thereof or otherwise; provided that, if
     any such failure shall result from the malfunctioning or shutdown of any
     wire transfer or other payment system reasonably employed by the Borrower
     to make such payment or from an inadvertent error of a technical or
     clerical nature by the Borrower or any bank or other entity reasonably

<PAGE>

                                                                              44

     employed by the Borrower to make such payment, no Event of Default shall
     result under this paragraph (a) during the period (not in excess of two
     Business Days) required by the Borrower to make alternate payment
     arrangements;

          (b) the Borrower shall fail to pay any interest on any Loan or any fee
     or any other amount (other than an amount referred to in clause (a) of this
     Article) payable under this Agreement, when and as the same shall become
     due and payable, and such failure shall continue unremedied for a period of
     ten days;

          (c) any representation or warranty made or deemed made by or on behalf
     of the Borrower or any Subsidiary in or in connection with this Agreement
     or any amendment or modification hereof, or in any report, certificate,
     financial statement or other document furnished pursuant to or in
     connection with this Agreement or any amendment or modification hereof,
     shall prove to have been incorrect in any material respect when made or
     deemed made;

          (d) the Borrower shall fail to observe or perform any covenant,
     condition or agreement contained in this Agreement (other than those
     specified in clause (a), (b) or (c) of this Article), and such failure
     shall continue unremedied for a period of 30 days after notice thereof from
     the Administrative Agent (given at the request of any Lender) to the
     Borrower;

          (e) any event of default or similar event or condition occurs (and
     continues after any applicable grace period) under any mortgage, indenture
     or instrument under which there may be issued, or by which there may be
     secured or evidenced, any Material Indebtedness, whether such Material
     Indebtedness now exists or shall hereafter be created and shall result in
     any Material Indebtedness becoming due prior to its scheduled maturity
     (other than any such event or condition arising solely out of the violation
     by the Borrower or any Subsidiary of any covenant in any way restricting
     the Borrower's, or any such Subsidiary's, right or ability to sell, pledge
     or otherwise dispose of Unrestricted Margin Stock) and such acceleration
     shall not be rescinded or annulled in accordance with the terms of such
     mortgage, indenture or investment, as the same case may be; provided that
     (i) this clause (e) shall not apply to secured Indebtedness that becomes
     due as a result of the voluntary permitted sale or transfer of the property
     or assets securing such Indebtedness and (ii) any acceleration of
     Indebtedness of any CSX/NS Entity (other than a CSX Conrail Subsidiary)
     shall not be included for purposes of determining if an Event of Default
     has occurred under this paragraph so long as such acceleration (x) does not
     result from a breach by the Borrower of its obligations under the CSX/NS
     Agreement (or the definitive documentation referred to therein) or (y)
     would not result in a Material Adverse Effect;

          (f) an involuntary proceeding shall be commenced or an involuntary
     petition shall be filed seeking (i) liquidation, reorganization or other
     relief in respect of the Borrower or any Significant Subsidiary or
     Significant CSX/NS Entity or its debts, or of a substantial part of its
     assets, under any Federal, state or foreign bankruptcy, insolvency,
     receivership or similar law now or hereafter in effect or (ii) the
     appointment of a receiver, trustee, custodian, sequestrator, conservator or
     similar official for the Borrower or any Significant Subsidiary or
     Significant CSX/NS Entity or for a substantial part of its assets,

<PAGE>

                                                                              45

     and, in any such case, such proceeding or petition shall continue
     undismissed for 60 days or an order or decree approving or ordering any of
     the foregoing shall be entered;

          (g) the Borrower or any Significant Subsidiary or Significant CSX/NS
     Entity shall (i) voluntarily commence any proceeding or file any petition
     seeking liquidation, reorganization or other relief under any Federal,
     state or foreign bankruptcy, insolvency, receivership or similar law now or
     hereafter in effect, (ii) consent to the institution of, or fail to contest
     in a timely and appropriate manner, any proceeding or petition described in
     clause (f) of this Article, (iii) apply for or consent to the appointment
     of a receiver, trustee, custodian, sequestrator, conservator or similar
     official for the Borrower or any Significant Subsidiary or Significant
     CSX/NS Entity or for a substantial part of its assets, (iv) file an answer
     admitting the material allegations of a petition filed against it in any
     such proceeding, (v) make a general assignment for the benefit of creditors
     or (vi) take any action for the purpose of effecting any of the foregoing;

          (h) the Borrower or any Significant Subsidiary or Significant CSX/NS
     Entity shall become unable, admit in writing or fail generally to pay its
     debts as they become due;

          (i) one or more judgments for the payment of money in an aggregate
     amount (to the extent not covered by insurance) in excess of $75,000,000
     shall be rendered against the Borrower, any Subsidiary, any CSX/NS Entity
     or any combination thereof and the same shall remain unpaid or undischarged
     for a period of 60 consecutive days during which execution shall not be
     effectively stayed, provided that any judgment rendered against any CSX/NS
     Entity (other than a CSX Conrail Subsidiary) shall not be included for
     purposes of determining if an Event of Default has occurred under this
     paragraph so long as such judgment (x) does not result from a breach by the
     Borrower of its obligations under the CSX/NS Agreement (or the definitive
     documentation referred to therein) or (y) would not result in a Material
     Adverse Effect;

          (j) an ERISA Event shall have occurred that, in the reasonable opinion
     of the Majority Lenders, when taken together with all other ERISA Events
     that have occurred, would result in a Material Adverse Effect; or

          (k) a Change in Control shall occur and on the date which is four
     months after the occurrence of such Change in Control the Applicable Rate
     shall be determined by reference to Category 6;

then, and in every such event (other than an event with respect to the Borrower
described in clause (f) or (g) of this Article as a result of which the
Administrative Agent and the Lenders shall not be permitted, without special
relief, to exercise their rights or remedies under clause (i) or (ii) below),
and at any time thereafter during the continuance of such event, the
Administrative Agent (with the consent of the Majority Lenders) may, and at the
request of the Majority Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other

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                                                                              46

obligations of the Borrower accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower; and in case of any event with
respect to the Borrower described in clause (f) or (g) of this Article described
above, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.

                                  ARTICLE VIII

                                   The Agents

          Each of the Lenders hereby irrevocably appoints JPMorgan Chase Bank as
its agent and authorizes JPMorgan Chase Bank to take such actions on its behalf
and to exercise such powers as are delegated to the Administrative Agent by the
terms hereof, together with such actions and powers as are reasonably incidental
thereto. Each Lender acknowledges that Citibank N.A. and The Bank of Nova Scotia
shall be Co-Syndication Agents with respect to this Agreement and that Credit
Suisse First Boston and Mizuho Corporate Bank, Ltd. shall be Co-Documentation
Agents with respect to this Agreement.

          Each bank serving as an Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not an Agent, and such bank and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate thereof as if it were not an
Agent hereunder.

          No Agent shall have any duties or obligations except those expressly
set forth herein. Without limiting the generality of the foregoing, (a) no Agent
shall be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing, (b) no Agent shall have any duty to
take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the
Administrative Agent is required to exercise in writing by the Lenders entitled
to so require, and (c) except as expressly set forth herein, no Agent shall have
any duty to disclose, nor shall such Agent be liable for the failure to
disclose, any information relating to the Borrower or any of the Subsidiaries
that is communicated to or obtained by such Agent or any of its Affiliates in
any capacity. The Administrative Agent shall not be liable for any action taken
or not taken by it with the consent or at the request of the Lenders entitled to
so require or in the absence of its own gross negligence or willful misconduct.
No Agent shall be deemed to have knowledge of any Default unless and until
written notice thereof is given to the Administrative Agent by the Borrower or a
Lender, and no Agent shall be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty or representation made to any Lender in
or in connection with this Agreement, (ii) the contents of any certificate,
report or other document delivered hereunder or in connection herewith, (iii)
the performance or observance by the Borrower of any of the covenants,
agreements or other terms or, except as provided in clause (v) below, conditions
set forth herein, (iv) with respect to parties other than such Agent, the
validity, enforceability, effectiveness or genuineness of this Agreement or any
other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or

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                                                                              47

elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.

          Each Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it in good faith to
be genuine and to have been signed or sent by the proper Person. Each Agent also
may rely upon any statement made to it orally or by telephone and believed by it
in good faith to be made by the proper Person, and shall not incur any liability
for relying thereon. Each Agent may consult with legal counsel (who may be
counsel for the Borrower), independent accountants and other experts selected by
it, and shall not be liable for any action taken or not taken by it in good
faith in accordance with the advice of any such counsel, accountants or experts.

          The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent and for which it is responsible. The
Administrative Agent and any such sub-agent may perform any and all its duties
and exercise its rights and powers through their respective Related Parties. The
exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent reasonably selected by the Administrative Agent and to the Related
Parties of the Agents and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Agent.

          Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Borrower. Upon any such
resignation, the Majority Lenders shall have the right, with the consent of the
Borrower (which consent shall not be required if at the time of such appointment
any Default or Event of Default shall have occurred and be continuing), to
appoint a successor. If no successor shall have been so appointed by the
Majority Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be a commercial bank with an office in New
York, New York and having a combined capital and surplus of at least
$1,000,000,000. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the
Administrative Agent's resignation hereunder, the provisions of this Article and
Section 9.03 shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Administrative Agent.

          Each Lender acknowledges that it has, independently and without
reliance upon any Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender represents that it has not
relied upon the Unrestricted Margin Stock in its credit analysis or its decision
to enter into this Agreement. Each Lender also acknowledges that it will,
independently and without reliance upon any Agent or any other Lender and based
on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in

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                                                                              48

taking or not taking action under or based upon this Agreement, any related
agreement or any document furnished hereunder or thereunder.

                                   ARTICLE IX

                                  Miscellaneous

          SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

          (a) if to the Borrower, to it at CSX Corporation, BellSouth Tower,
     21/st/ Floor - J220, Jacksonville, FL 32202, Attention of Treasurer
     (Telecopy No. (904) 633-1139);

          (b) if to the Administrative Agent, to JPMorgan Chase Bank, Agent Bank
     Services, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081,
     Attention of Jesus C. Sang (Telecopy No. (212) 552-5650), with a copy to
     JPMorgan Chase Bank, 270 Park Avenue, New York, New York 10017, Attention
     of Julie Long (Telecopy No. (212) 270-5127); and

          (c) if to any Lender, to it at its address (or telecopy number) set
     forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

          SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent or any Lender in exercising any right or power hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be construed as a waiver of any Default, regardless of whether the
Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

          (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Majority Lenders or by the Borrower and the
Administrative Agent with the consent of the Majority Lenders; provided that no
such agreement shall (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal

<PAGE>

                                                                              49

amount of any Loan or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any Loan
or any interest thereon, or any fees payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender affected thereby,
(iv) change Section 2.10(c) or change 2.17(b) or (c) in a manner that would
alter the pro rata sharing of payments required thereby, in either case without
the written consent of each Lender, or (v) change any of the provisions of this
Section or the definition of "Majority Lenders" or any other provision hereof
specifying the number or percentage of Lenders required to waive, amend or
modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender; provided further that no
such agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent hereunder without the prior written consent of the
Administrative Agent.

          SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with
the syndication of the credit facilities provided for herein, the preparation
and administration of this Agreement or any amendments, modifications or waivers
of the provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all out-of-pocket expenses incurred by the
Administrative Agent or any Lender, including the reasonable fees, charges and
disbursements of any counsel for the Administrative Agent or any Lender, in
connection with the enforcement or protection of its rights in connection with
this Agreement or any Note, including its rights under this Section, or in
connection with the Loans made hereunder, including in connection with any
workout, restructuring or negotiations in respect thereof.

          (b) The Borrower shall indemnify the Administrative Agent and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses, including
the reasonable fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance by
the parties hereto of their respective obligations hereunder or thereunder or
the consummation of the Transactions or any other transactions contemplated
hereby, (ii) any Loan or the use of the proceeds therefrom, or (iii) any actual
or prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses resulted from the gross
negligence or willful misconduct of such Indemnitee. The foregoing
indemnification shall not cover any such claims, damages, losses, liabilities or
expenses relating to (i) any Taxes or (ii) any costs or capital requirements
(whenever imposed) to any Lender or any corporation controlling such Lender as a
result of such Lender's Commitment or its Loans, but in each case without
prejudice to Sections 2.14, 2.15, 2.16 and 9.03.

          (c) To the extent that the Borrower fails to pay any amount required
to be paid by it to the Administrative Agent under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent such
Lender's Applicable Percentage

<PAGE>

                                                                              50

(determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; provided that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against the Administrative Agent in its
capacity as such.

          (d) To the extent permitted by applicable law, the Borrower shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement or any agreement or instrument contemplated hereby, the
Transactions, any Loan or the use of the proceeds thereof.

          (e) All amounts due under this Section shall be payable promptly after
written demand therefor, accompanied by such documentation as the Borrower may
reasonably request to evidence the basis for, and calculation of, such amount.

          SECTION 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

          (b) Any Lender may, at no additional cost to the Borrower, assign to
one or more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it); provided that (i) except in the case of an assignment to a
Lender or a Lender Affiliate, each of the Borrower and the Administrative Agent
must give its prior written consent to such assignment (which consent shall not
be unreasonably withheld), (ii) except in the case of an assignment to a Lender
or a Lender Affiliate or an assignment of the entire remaining amount of the
assigning Lender's Commitment, the amount of the Commitment of the assigning
Lender subject to each such assignment and the amount of its Commitment
remaining thereafter (determined in each case as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $5,000,000 unless each of the Borrower and the
Administrative Agent otherwise consent, (iii) each partial assignment shall be
made as an assignment of a proportionate part of all the assigning Lender's
rights and obligations under this Agreement (including its Revolving Loans),
except that this clause (iii) shall not apply to rights in respect of
outstanding Competitive Loans, (iv) the parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Acceptance, together
with a processing and recordation fee of $3,500, and (v) the assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire; provided further that any consent of the Borrower
otherwise required under this paragraph shall not be required if an Event of
Default under clause (f) or (g) of Article VII has occurred and is continuing.
Upon acceptance and recording pursuant to paragraph (d) of this Section, from
and after the effective date specified in each Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of (but not
greater than) the interest assigned by such Assignment and

<PAGE>

                                                                              51

Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.14, 2.15, 2.16 and 9.03 and be subject to Section 9.12).
Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this paragraph shall be treated for purposes
of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (e) of this Section.

          (c) The Administrative Agent, acting for this purpose as an agent of
the Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
prima facie evidence thereof absent manifest error, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection during normal business hours by the
Borrower at any reasonable time and from time to time upon reasonable advance
notice.

          (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

          (e) Any Lender may, without the consent of, and at no additional cost
to, the Borrower or the Administrative Agent, sell participations to one or more
banks or other entities (a "Participant") in all or a portion of such Lender's
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section
9.02(b) that affects such Participant. Subject to paragraph (f) of this Section,
the Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.14, 2.15 and 2.16 to the same (but no greater) extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section.

<PAGE>

                                                                              52

          (f) A Participant shall not be entitled to receive any greater payment
under Section 2.14, 2.15 or 2.16 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant.

          (g) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any such pledge or assignment to a Federal Reserve Bank,
and this Section shall not apply to any such pledge or assignment of a security
interest; provided that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any
such assignee for such Lender as a party hereto.

          SECTION 9.05. Survival. All covenants, agreements, representations and
warranties made by the Borrower herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any
Loans, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that any Agent or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid and so long
as the Commitments have not expired or terminated. The provisions of Sections
2.14, 2.15, 2.16, 9.03 and 9.12 and Article VIII shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Commitments or the termination of this Agreement or any provision hereof.

          SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective as delivery of a
manually executed counterpart of this Agreement.

          SECTION 9.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 9.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or

<PAGE>

                                                                              53

demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender to or for the credit or the account of the Borrower
against any of and all the obligations of the Borrower now or hereafter existing
under this Agreement held by such Lender, irrespective of whether or not such
Lender shall have made any demand under this Agreement and although such
obligations may be unmatured. The rights of each Lender under this Section are
in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

          SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

          (b) The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment resulting
therefrom, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State court or, to the extent permitted by law,
in such Federal court. Each of the parties hereto agrees that a final and
non-appealable judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that
the Administrative Agent or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against the Borrower or its properties in
the courts of any jurisdiction.

          (c) The Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any court referred to in
paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

          (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

          SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

<PAGE>

                                                                              54

          SECTION 9.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

          SECTION 9.12. Confidentiality. Each of the Administrative Agent and
the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees, representatives and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent required by applicable laws or regulations or
by any subpoena or similar legal process, or requested by any regulatory
authority, but only, except with respect to bank examiners, after the
Administrative Agent or the relevant Lender provides such written notice to the
Borrower of such proposed disclosure as is reasonable under the circumstances
and permitted by law, (c) to any other party to this Agreement, (d) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or any Note or the enforcement of rights
hereunder or thereunder, (e) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (f) with the consent of the Borrower
or (g) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section, (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower (other than a source known to be disclosing such
Information in violation of a confidentiality agreement with the Borrower) or
(iii) was available to the Administrative Agent or the relevant Lender prior to
such Person becoming a Lender. For the purposes of this Section, "Information"
means all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; provided that, in the case of information received
from the Borrower after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                                    CSX CORPORATION,
                                      as Borrower

                                    By:   _____________________
                                          Title:

                                    JPMORGAN CHASE BANK,
                                      as Administrative Agent and as a Lender,

                                    By:   _____________________
                                          Title:

                                    CITIBANK, N.A.,
                                      as Co-Syndication Agent and as a Lender,

                                    By:   _____________________
                                          Title:

                                    THE BANK OF NOVA SCOTIA,
                                      as Co-Syndication Agent and as a Lender,

                                    By:   _____________________
                                          Title:

                                    CREDIT SUISSE FIRST BOSTON,
                                      as Co-Documentation Agent and as a Lender,

                                    By:   _____________________
                                          Title:

                                    By:   _____________________
                                          Title:

                                    MIZUHO CORPORATE BANK, LTD.,
                                      as Co-Documentation Agent and as a Lender,

                                    By:   _____________________
                                          Title:

<PAGE>

                                    PNC BANK, NATIONAL ASSOCIATION

                                    By:   ____________________
                                          Title:

                                    BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                                    By:   ____________________
                                          Title:

                                    THE BANK OF NEW YORK

                                    By:   ____________________
                                          Title:

                                    BANK ONE, NA

                                    By:   ____________________
                                          Title:

                                    WACHOVIA BANK, NATIONAL ASSOCIATION

                                    By:   ____________________
                                          Title:

                                    FLEET NATIONAL BANK

                                    By:   ____________________
                                          Title:

                                    SUNTRUST BANK, A GEORGIA BANK

                                    By:   ____________________
                                          Title:

                                    UBS AG, STAMFORD BRANCH

                                    By:   ____________________
                                          Title:

                                    By:   ____________________
                                          Title:

<PAGE>

                                    DEUTSCHE BANK AG NEW YORK BRANCH

                                    By:   _____________________
                                          Title:

                                    By:   _____________________
                                          Title:

                                    THE NORTHERN TRUST COMPANY

                                    By:   _____________________
                                          Title:

                                    FIFTH THIRD BANK

                                    By:   _____________________
                                          Title:

                                    UFJ BANK LIMITED

                                    By:   _____________________
                                          Title: