Exhibit 10.1


 





EXECUTION VERSION







 


 





 



 


CSX CORPORATION





                                                                                     


 


$1,200,000,000


 


FIVE-YEAR REVOLVING

CREDIT AGREEMENT


 


March 29, 2019


 


                                                                                    


 


CITIBANK, N.A.,





CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,





MIZUHO BANK, LTD.,





MORGAN STANLEY SENIOR FUNDING, INC.,





PNC BANK, NATIONAL ASSOCIATION,





THE NORTHERN TRUST COMPANY and





UBS SECURITIES LLC,





as Syndication Agents


 


BANK OF AMERICA, N.A. and





BARCLAYS BANK PLC

as Documentation Agents


 


JPMORGAN CHASE BANK, N.A.

as Administrative Agent


 


________________________


 




JPMORGAN CHASE BANK, N.A.,





as Sole Lead Arranger and Bookrunner


 







     


     


    

Table of Contents


 


Page


 




	ARTICLE I Definitions	1
	SECTION 1.01.   Defined Terms	1
	SECTION 1.02.   Classification of Loans and Borrowings	19
	SECTION 1.03.   Terms Generally	20
	SECTION 1.04.   Accounting Terms; GAAP	20
	SECTION 1.05.   Interest Rates; LIBOR Notification	21
	ARTICLE II The Credits	21
	SECTION 2.01.   Commitments	21
	SECTION 2.02.   Loans and Borrowings	22
	SECTION 2.03.   Requests for Revolving Borrowings	23
	SECTION 2.04.   Competitive Bid Procedure	24
	SECTION 2.05.   Letters of Credit	26
	SECTION 2.06.   Funding of Borrowings	30
	SECTION 2.07.   Interest Elections	31
	SECTION 2.08.   Expiration, Termination, Reduction and Extension of Commitments	32
	SECTION 2.09.   Repayment of Loans; Evidence of Debt	34
	SECTION 2.10.   Optional Prepayment of Loans	35
	SECTION 2.11.   Fees	35
	SECTION 2.12.   Interest	36
	SECTION 2.13.   Alternate Rate of Interest	37
	SECTION 2.14.   Increased Costs	38
	SECTION 2.15.   Break Funding Payments	40
	SECTION 2.16.   Taxes	41
	SECTION 2.17.   Payments Generally; Pro Rata Treatment; Sharing of Set-offs	44
	SECTION 2.18.   Mitigation Obligations; Replacement of Lenders	46
	SECTION 2.19.   Defaulting Lenders	47
	ARTICLE III Representations and Warranties	49
	SECTION 3.01.   Organization; Powers	49
	SECTION 3.02.   Authorization; Enforceability	49
	SECTION 3.03.   Governmental Approvals; No Conflicts	49
	SECTION 3.04.   Financial Condition; No Material Adverse Change	49
	SECTION 3.05.   Properties	50
	SECTION 3.06.   Litigation and Environmental Matters	50
	SECTION 3.07.   Compliance with Laws and Agreements	50
	SECTION 3.08.   Investment Company Status	50



 



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	SECTION 3.09.   Taxes	50
	SECTION 3.10.   ERISA	50
	SECTION 3.11.   Disclosure	51
	SECTION 3.12.   Anti-Corruption Laws and Sanctions	51
	ARTICLE IV Conditions	51
	SECTION 4.01.   Closing Date	51
	SECTION 4.02.   Each Credit Event	52
	ARTICLE V Affirmative Covenants	53
	SECTION 5.01.   Financial Statements and Other Information	53
	SECTION 5.02.   Notices of Material Events	54
	SECTION 5.03.   Existence; Conduct of Business	55
	SECTION 5.04.   Payment of Obligations	55
	SECTION 5.05.   Maintenance of Properties; Insurance	55
	SECTION 5.06.   Books and Records; Inspection Rights	55
	SECTION 5.07.   Compliance with Laws	56
	SECTION 5.08.   Use of Proceeds, Commitments and Letters of Credit	56
	SECTION 5.09.   Federal Regulations	56
	ARTICLE VI Negative Covenants	56
	SECTION 6.01.   Limitation on Subsidiary Debt	56
	SECTION 6.02.   Liens	57
	SECTION 6.03.   Limitation on Sale/Leaseback Transactions	58
	SECTION 6.04.   Fundamental Changes	58
	SECTION 6.05.   Financial Covenant	59
	SECTION 6.06.   Railroad Ownership	59
	ARTICLE VII Events of Default	59
	ARTICLE VIII The Agents	62
	SECTION 8.01.   Authorization and Action.	62
	SECTION 8.02.   Certain ERISA Matters	64
	ARTICLE IX Miscellaneous	65
	SECTION 9.01.   Notices	65
	SECTION 9.02.   Waivers; Amendments	66
	SECTION 9.03.   Expenses; Indemnity; Damage Waiver	67
	SECTION 9.04.   Successors and Assigns	68
	SECTION 9.05.   Survival	71
	SECTION 9.06.   Counterparts; Integration; Effectiveness	72
	SECTION 9.07.   Severability	72



 



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	SECTION 9.08.   Right of Setoff	72
	SECTION 9.09.   Governing Law; Jurisdiction; Consent to Service of Process	72
	SECTION 9.10.   WAIVER OF JURY TRIAL	73
	SECTION 9.11.   Headings	73
	SECTION 9.12.   Confidentiality	73
	SECTION 9.13.   USA PATRIOT Act	74
	SECTION 9.14.   Acknowledgement and Consent to Bail-In of EEA Financial Institutions	74


 


 


 


SCHEDULES:


 


	Schedule 2.01	—	Commitments
	Schedule 3.06	—	Disclosed Matters
	Schedule 6.02	—	Certain Transactions
	 	 	 
	EXHIBITS:	 	 
	 	 	 
	Exhibit A	  —	Form of Assignment and Assumption
	Exhibit B-1	  —	Form of Revolving Loan Note
	Exhibit B-2	  —	Form of Competitive Loan Note
	Exhibit C	  —	Form of Opinion of Davis Polk & Wardwell LLP
	Exhibit D	  —	Form of Opinion of General Counsel, an Assistant General Counsel or
	 	 	Chief Legal Officer
	Exhibit E	  —	Form of Commitment Increase Supplement
	Exhibit F	 	Form of Augmenting Lender Supplement
	Exhibits G1-G4	  —	Forms of U.S. Tax Certificate
	Exhibit H	  —	Form of Compliance Certificate







 




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FIVE-YEAR REVOLVING CREDIT AGREEMENT,
dated as of March 29, 2019, among CSX CORPORATION, a Virginia corporation, as Borrower, the LENDERS party hereto and JPMORGAN CHASE
BANK, N.A., 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.


 


“Act” has the meaning assigned to
such term in Section 9.13.


 


“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, N.A., 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 Syndication Agents and the Documentation Agents.


 




     


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


 


“Agreement” means
this Five-Year Revolving Credit Agreement, as amended, supplemented or otherwise modified from time to time.


 


“Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Adjusted LIBO Rate
that would be calculated as of such day (or, if such day is not a Business Day, as of the next preceding Business Day) in respect
of a proposed Eurodollar Loan with a one-month Interest Period plus 1.0% and (c) the NYFRB 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. If the
Alternate Base Rate as determined pursuant to the foregoing would be less than 0.00%, such rate shall be deemed to be 0.00%.


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from
time to time concerning or relating to bribery or corruption.


 


“Applicable Percentage”
means, with respect to any Lender, at any time, the percentage of the total Commitments then in effect represented by such Lender’s
Commitment at such time. If all Commitments have terminated or expired, the Applicable Percentages shall be determined based upon
the Commitments most recently in effect, giving effect to any assignments. If, in connection with any extension of the Maturity
Date then in effect pursuant to Section 2.08(d), fewer than all Lenders approve such extension, the Applicable Percentage with
respect to each Lender shall be modified as of such Maturity Date as set forth in Section 2.08(d) effective concurrently with the
effectiveness of such extension.


 


“ Applicable Rate”
means, for any day, with respect to any Eurodollar Revolving Loan, any ABR 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”,
“ABR 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:


 


 





	 	Index Debt Ratings

(S&P/Moody’s)	Facility Fee 

(basis points per annum)	LIBOR Margin (basis points per annum)	ABR Margin (basis points per annum)
	Category 1	A/A2 or higher	7.0	80.5	
        0.0

         

	Category 2	A-/A3	9.0	91.0	0.0
	Category 3	BBB+/Baa1	10.0	102.5	2.5
	Category 4	BBB/Baa2	12.5	112.5	12.5
	Category 5	BBB-/Baa3 or lower	15.0	122.5	22.5







 




     


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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 5; (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 the
Applicable Rate shall be determined by reference to the rating or ratings most recently in effect prior to such change or cessation.


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required
by 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 or any Subsidiary
do not constitute Capital Lease Obligations, the aggregate amount of rental payments due from the Borrower or such 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.


 


“Augmenting Lender” has the meaning
assigned to such term in Section 2.02(e).


 




     


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“ Augmenting Lender Supplement”
has the meaning assigned to such term in Section 2.02(e).


 


“Availability Period”
means with respect to each Lender, at any time, the period from and including the Closing Date to but excluding the earlier of
the Maturity Date then in effect with respect to such Lender and the date of termination of the Commitments.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability
of an EEA Financial Institution.


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 


“Bankruptcy Event”
means with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver,
conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization
or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any
action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided
that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest,
in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does
not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to
reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to Section 4975 of the Code, or (c) any Person whose assets include (for purposes of ERISA Section 3(42)
or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan”
or “plan.”


 


“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) a Revolving Loan or a group of 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.


 




     


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“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.


 


“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 35% of the aggregate ordinary voting power represented by the issued and outstanding
capital stock of the Borrower or (b) occupation of 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.


 


“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 any Issuing Bank (or, for purposes of Section 2.14(b), by any lending office of such Lender or by such Lender’s
or Issuing Bank’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 (including, without limitation, all requests, rules,
guidelines, requirements and directives adopted, regardless of the date enacted, adopted, issued or implemented (i) under the Dodd-Frank
Wall Street Reform and Consumer Protection Act or (ii) by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or United States or foreign regulatory authorities, pursuant to Basel III).


 


“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 April 15, 2019.


 


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


 




     


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“ Commitment” means,
with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of
Credit 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, (b) increased from time to time with
respect to an Increasing Lender pursuant to Section 2.02(e) and (c) 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,
in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment or in the Augmenting Lender Supplement
pursuant to which such Lender shall have assumed its Commitment, as applicable.


 


“ Commitment Increase Supplement”
has the meaning assigned to such term in Section 2.02(e).


 


“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).


 


“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.


 


“Credit Party” means the Administrative
Agent, each Issuing Bank or any other Lender.


 


“Credit Rating Event”
means the first time after the Closing Date on which the Index Debt is rated A- or higher by S&P and A3 or higher by Moody’s,
in each case with a stable outlook or better.


 


“Debt” means, as
to the Borrower or any Subsidiary at any date of determination thereof, any obligation of the Borrower or such 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 and such Subsidiaries at such date in accordance
with GAAP.


 




     


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“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.


 


“Defaulting Lender”
means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion
of its Loans, (ii) fund any portion of its participations in Letters of Credit or (iii) pay over to any Credit Party any other
amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent
in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding
(specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or
any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any
of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based
on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular
default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits
to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide
a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially
able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit under this Agreement,
provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt
of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (A)
a Bankruptcy Event or (B) a Bail-In Action.


 


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


 


“Documentation Agents”
means the collective reference to Bank of America, N.A. and Barclays Bank PLC, in their respective capacities as documentation
agents hereunder.


 


“Dollars” or “$”
refers to lawful money of the United States of America.


 


“EEA Financial Institution”
means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority,
(b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition,
or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or
(b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA
Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 




     


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“ electronic pdf”
means a document that has been converted to an electronic image and is delivered or furnished by electronic communication.


 


“ 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 or any Subsidiary 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) with respect to any Plan, the failure to satisfy
the minimum funding standards of Section 412 of the Code and Section 302 of ERISA, whether or not waived; (c) the filing pursuant
to Section 412(c) of the Code or Section 303(c) 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 within the meaning of Title IV of ERISA.


 


“EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or
any successor Person), as in effect from time to time.


 




     


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“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).


 


“Events of Default” has the meaning
assigned to such term in Article VII.


 


“Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, any Issuing Bank 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,
any Issuing Bank 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, such Lender or such Issuing Bank having executed, delivered or performed its obligations or received a payment under, or
enforced, this Agreement or any other Loan Document), (b) in the case of a Foreign Lender (other than an assignee pursuant to a
request by the Borrower under Sections 2.08(d) or 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(f), 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) and (c) any Taxes imposed pursuant to FATCA.


 


“ Existing Credit Agreement”
means the Five-Year Revolving Credit Agreement, dated as of May 21, 2015, among CSX Corporation, as borrower, the lenders parties
thereto, Citibank, N.A., Credit Suisse AG, New York Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as syndication
agents, Morgan Stanley Senior Funding, Inc., PNC Bank, National Association, The Northern Trust Company and UBS Securities LLC,
as documentation agents and JPMorgan Chase Bank, N.A., as administrative agent.


 


“FATCA” means Sections
1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with, as reasonably determined by the Administrative Agent after consultation with the
Borrower), any current or future effective regulations or official interpretations thereof and any agreements entered into pursuant
to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental
agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.


 


“Federal Funds Effective
Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary
institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published
on the next succeeding Business Day by the NYFRB as the federal funds effective rate, provided that if the Federal Funds Effective
Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of calculating such rate.


 




     


    10 


    




 


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


 


“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 as in effect from time to time.


 


“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 (including any supra-national
bodies such as the European Union or the European Central Bank, the Bank for International Settlements or the Basel Committee on
Banking Supervision or any successor or similar authority to any of the foregoing).


 


“Granting Lender” has the meaning
assigned to such term in Section 9.04(h).


 


“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


 




     


    11 


    




 


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.


 


“IBA” has the meaning assigned to
such term in Section 1.05.


 


“Impacted Interest Period” has the
meaning assigned to it in the definition of “LIBO Rate.”


 


“Increasing Lender” has the meaning
assigned to such term in Section 2.02(e).


 


“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 (a) Taxes arising directly from any payment made hereunder or under any other Loan Document or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document other than Excluded Taxes and (b) 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


 




     


    12 


    




 


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 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.


 


“Interpolated Rate”
means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen
Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be
equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate (for the longest period for
which the LIBO Screen Rate is available in Dollars) that is shorter than the Impacted Interest Period; and (b) the LIBO Screen
Rate (for the shortest period for which that LIBO Screen Rate is available for Dollars) that exceeds the Impacted Interest Period,
in each case, as of the Specified Time on the Quotation Day for such Interest Period. When determining the rate for a period which
is less than the shortest period for which the LIBO Screen Rate is available, the LIBO Screen Rate for purposes of clause (a) above
shall be deemed to be the overnight rate for Dollars reasonably determined by the Administrative Agent from such service as the
Administrative Agent may select.


 


“IRS” means the U.S. Internal Revenue
Service.


 


“ Issuing Bank”
means JPMorgan Chase Bank, N.A., in its capacity as issuer of Letter of Credit hereunder, and its successors in such capacity as
provided in Section 2.05(i).


 




     


    13 


    




 


“LC Disbursement”
means a payment made by an Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure” means,
at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure
of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.


 


“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.


 


“Lender Parent”
means with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 


“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 Assumption
or an Augmenting Lender Supplement, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption
or pursuant to Section 2.08(d) or 2.18.


 


“Letter of Credit” means any letter
of credit issued pursuant to this Agreement.


 


“LIBO Rate” means, with
respect to any Eurodollar Borrowing for any Interest Period, the London interbank offered rate as administered by the ICE Benchmark
Administration (or any other Person that takes over the administration of such rate for Dollars) for a period equal in length to
such Interest Period appearing on pages LIBOR01 or LIBOR02 published by Reuters (or, in the event such rate does not appear on
either of such Reuters pages, 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; in each case, the “LIBO Screen Rate”) as of the Specified Time on the Quotation Day for such Interest
Period, as the rate for dollar deposits with a maturity comparable to such Interest Period; provided that if the LIBO Screen
Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided further that
if the LIBO Screen Rate shall not be available at any time for such Interest Period (an “Impacted Interest Period”)
with respect to Dollars, the LIBO Rate shall be the Interpolated Rate at such time; provided that if the Interpolated Rate
is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“LIBO Screen Rate” has the meaning
assigned to it in the definition of “LIBO Rate.”


 




     


    14 


    




 


“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).


 


“Loan
Documents” means this Agreement, the Notes, any Augmenting Lender Supplement or Commitment Increase Supplement, and any
amendment, waiver, supplement or other modification of any of the foregoing.


 


“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 all 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.


 


“Material Adverse Effect
” means a material adverse change in the consolidated financial condition, operations or assets of the Borrower and its consolidated
Subsidiaries, taken as a whole.


 


“Material Indebtedness”
means Indebtedness (other than the Loans and Letters of Credit) of any one or more of the Borrower and the Subsidiaries in an aggregate
principal amount exceeding $200,000,000.


 


“Maturity
Date” means, with respect to each Lender, the fifth anniversary of the Closing Date, as such date with respect to such
Lender may be extended pursuant to the terms of this Agreement.


 


“Moody’s” means Moody’s
Investors Service, Inc.


 


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


 




     


    15 


    




 


“Non-Approving Lender” has the meaning
assigned to such term in Section 2.08(d).


 


“Non-Collective Maturity
Date” means any date as of which any Commitment expires in accordance with its terms, but not all Commitments expire.


 


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


 


“NYFRB” means the Federal Reserve
Bank of New York.


 


“NYFRB Rate” means,
for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate
in effect on such day; provided, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to
be zero for the purposes of calculating such rate.


 


“Other Taxes” means
any and all present or future stamp, court or documentary, intangible, recording, filing or similar taxes or any other excise or
property taxes, charges or similar levies arising directly from any payment made hereunder or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, this Agreement or any other Loan Document.


 


“Overnight Bank Funding Rate”
means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar Borrowings by U.S.-managed banking
offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website
from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after
such date as the NYFRB shall commence to publish such composite rate).


 


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


 


“Participant Register” 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:


 


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


 


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


 


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);


 




     


    16 


    




 


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


 


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;


 


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 last quoted by The Wall Street Journal in the U.S. as the prime rate in effect; each change in the Prime Rate
shall be effective from and including the date such change is publicly announced as being effective.


 


“PTE” means a
prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to
time.


 


“Quotation Day”
means with respect to any Eurodollar Loan for any Interest Period, two Business Days prior to the commencement of such Interest
Period.


 


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


 


“Regulation U” means Regulation U
of the Board.


 


“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 sum of the outstanding principal amount of such Lender’s
Revolving Loans and its LC Exposure at such time.


 




     


    17 


    




 


“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.


 


“ Sanctions” means
economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department
of State.


 


“Sanctioned
Country” means, at any time, a country, region or territory which is the subject or target of any Sanctions (at the time
of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the
Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) any Person operating,
organized or resident in a Sanctioned Country or (c) any Person 50% or more owned or controlled by any such Person or Persons described
in the foregoing clauses (a) and (b).


 


“S&P” means Standard & Poor’s
Financial Services LLC.


 


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


 


“Securitization Subsidiary”
means any Subsidiary which (i) engages in no activities other than in connection with Securitization Transactions permitted by
this Agreement and activities incidental thereto and owns no assets other than a pool of accounts receivable and the proceeds thereof,
or (ii) whose primary purpose is to hold title or ownership interests in a pool of accounts receivable and the proceeds thereof
in connection with Securitization Transactions.


 


“Securitization Transaction”
means (i) any transaction or series of transactions that may be entered into by the Borrower or any Subsidiary pursuant to which
the Borrower or such Subsidiary may sell, convey or otherwise transfer a pool of accounts receivable and the proceeds thereof (whether
now existing or arising in the future) to (a) a Securitization Subsidiary (in the case of a transfer by the Borrower or any Subsidiary
other than a Securitization Subsidiary) or (b) any other Person (in the case of a transfer by a Securitization Subsidiary), for
the purpose of the incurrence by such other Person of Indebtedness secured by a Lien on such accounts receivable and the proceeds
thereof (or on beneficial interests of such accounts receivable and the proceeds thereof) or the issuance of certificates representing
beneficial interests in such accounts receivable and the proceeds thereof, or (ii) any transaction or series of transactions (including,
without limitation, borrowings pursuant to any credit agreement) that may be entered into by any Securitization Subsidiary pursuant
to which such Securitization


 




     


    18 


    




 


Subsidiary may grant a security interest in its assets
(whether now existing or arising in the future) in connection with the incurrence of Indebtedness by such Securitization Subsidiary.


 


“Significant Subsidiary”
means any Subsidiary that 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.


 


“SPC” has the meaning assigned to
such term in Section 9.04(h).


 


“Specified Time” means 11:00 a.m.,
London time.


 


“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 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.


 


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


 


“Swap Agreement” means
any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial
or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of
these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided
by current or former directors, officers, employees or consultants of the Borrower or any of its Subsidiaries shall be a “Swap
Agreement”.


 


“Syndication Agents”
means the collective reference to Citibank, N.A., Credit Suisse AG, Cayman Islands Branch, Mizuho Bank, Ltd., Morgan Stanley Senior
Funding, Inc., PNC Bank, National Association, The Northern Trust Company and UBS Securities LLC, in their respective capacities
as syndication agents hereunder.


 




     


    19 


    




 


“Taxes” means
any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable thereto.


 


“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, all Debt of the Borrower and the Subsidiaries at such date.


 


“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) $4.1 billion, which represents the Borrower’s acquisition price
of a 42% ownership stake in Conrail Inc.


 


“Transactions”
means the execution, delivery and performance by the Borrower of this Agreement and any Notes, the borrowing of Loans, the use
of the proceeds thereof, the request for the issuance of Letters of Credit hereunder and, to the extent utilized by the Borrower,
any increase of Commitments and any extension of the Maturity Date.


 


“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.


 


“U.S. Tax Certificate” has the meaning
assigned to such term in Section 2.16(f)(ii)(D).


 


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


 


“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.


 


“Withholding Agent” means the Borrower
or the Administrative Agent, as the case may be.


 


“Write-Down and Conversion
Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion
powers are described in the EU Bail-In Legislation Schedule.


 


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


 




     


    20 


    




 


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 (provided that all terms of an accounting or financial nature used herein shall be construed, and all computations of
amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification
825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification
or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower
or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness
in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification
or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner
as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof); 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.


 


Notwithstanding
the foregoing, for the purposes of this Agreement and the other Loan Documents, all obligations of any person that are or would
have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board


 




     


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on February 25, 2016 of an Accounting Standards Update
(the “ASU”) shall continue to be accounted for as operating leases (whether or not such operating lease obligations
were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective
or retroactive basis or otherwise) to be treated as capitalized lease obligations in the Borrower’s financial statements.


 


SECTION 1.05. Interest Rates; LIBOR Notification.
The interest rate on Eurodollar Loans is determined by reference to the LIBO Rate, which is derived from the London interbank offered
rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings
from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end
of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration
(together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting
the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no
longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar
Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative
reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is
no longer available or in certain other circumstances as set forth in Section 2.13(b) of this Agreement, such Section 2.13(b) provides
a mechanism for determining an alternative rate of interest. The Administrative Agent will notify the Borrower, pursuant to Section
2.13, in advance of any change to the reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative
Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration,
submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate”
or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether
the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted
pursuant to Section 2.13(b), will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the
same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.


 


ARTICLE II


 


The Credits


 


SECTION 2.01. Commitments.
Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans in Dollars 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
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.


 




     


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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 then in effect or that is required to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.05(e). 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 Loan included in any Borrowing if the Interest Period requested with respect
to such Loan would end after the Maturity Date in effect for any Lender making such Loan. 


 


(e)  
The Borrower may from time to time elect to increase the Commitments then in effect in a minimum
amount of $25,000,000 so long as, after giving effect thereto, the aggregate amount of the Commitments then in effect does not
exceed $1,600,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing
to an increase in its Commitment, an “Increasing Lender”), or by one or more banks, financial institutions or
other entities (each such bank, financial institution or other entity, an “Augmenting Lender”), to increase
their existing Commitments, or extend Commitments, as the case may be, provided that (i) each Augmenting Lender shall be
subject to the approval of the Borrower, each Issuing Bank and the Administrative Agent (which approval shall, in each case, not
be unreasonably withheld) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an
agreement substantially in the form of Exhibit E hereto (a “Commitment Increase Supplement”), reasonably approved
by the Administrative Agent, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement
substantially in the form of Exhibit F hereto (an “Augmenting Lender Supplement”), 


 




     


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reasonably approved by the Administrative Agent. Subject to
the terms and conditions of this Section 2.02(e), increases in and new Commitments created pursuant hereto shall become effective
on the date agreed by the Borrower, the Administrative Agent and the relevant Lenders, and the Administrative Agent shall notify
each affected Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender),
shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, the conditions
set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (or waived in accordance with Section 9.02) and the Administrative
Agent shall have received a Commitment Increase Supplement or Augmenting Lender Supplement with a certification to this effect,
and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date under Section
4.01(c) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the
effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available
to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit
of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts
to make payments to such other relevant Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal
its then effective Applicable Percentage of such outstanding Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed
all outstanding Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Loans,
with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements
of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Eurodollar
Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the deemed payment occurs
other than on the last day of any related Interest Period.


 


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, on the date of the
proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement
as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing.
Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy or electronic
pdf 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; 



 


		(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;



 





 




     


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(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, telecopy
or electronic pdf 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. 


 




     


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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 or electronic
pdf, 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 or electronic pdf, 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 or electronic pdf
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 or electronic pdf 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



 




     


    26 


    




 


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 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 or electronic
pdf 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. Letters of Credit.
(a) General. Subject to the terms and conditions set forth herein, the Borrower (and, if a Letter of Credit is issued for the benefit
of any Subsidiary, such Subsidiary) may request the issuance of Letters of Credit for the account of the Borrower (and, if such
Letter of Credit is issued for the benefit of any Subsidiary, for the account of the Borrower and such Subsidiary, jointly and
severally), in a form reasonably acceptable to the Administrative Agent and the relevant Issuing Bank, at any time and from time
to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and
the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered
into by the Borrower with, the Issuing Bank with respect to any Letter of Credit, the terms and conditions of this Agreement shall
control. The Borrower unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the account
of any Subsidiary as provided in the first sentence of this paragraph, it will be fully responsible for the reimbursement of LC
Disbursements, the payment of interest thereon and the payment of fees due under Section 2.11 to the same extent as if it were
the sole account party in respect of such Letter of Credit.


 


(b) Notice of Issuance, Amendment,
Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension
of an outstanding Letter of Credit), the Borrower shall hand deliver, telecopy or electronically pdf to the relevant Issuing Bank
and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, the date
of issuance, amendment, renewal or extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph
(c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information
as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the relevant Issuing Bank, the
Borrower also shall submit a letter of credit application on the relevant Issuing Bank’s standard form in connection with
any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment, renewal or extension, (i) the LC Exposure shall


 




     


    27 


    




 


not exceed $50,000,000 and (ii) the Aggregate Outstanding
Extensions of Credit shall not exceed the total Commitments at such time.


 


(c)   
Expiration Date. Each Letter of Credit shall expire at or prior to the close of business
on the earlier of (i) the date that is five Business Days prior to the earlier of (whether or not such date shall have passed already)
(A) the Maturity Date then in effect and (B) any Non-Collective Maturity Date and (ii) the date one year after the date of the
issuance of such Letter of Credit, provided that, subject to clause (i) above, any Letter of Credit may, at the request
of the Borrower as set forth in the application for such Letter of Credit, be automatically renewed on each anniversary of the
issuance thereof for an additional period of one year unless the Issuing Bank which issued such Letter of Credit shall have given
prior written notice to the Borrower and the beneficiary of such Letter of Credit that such Letter of Credit will not be renewed.



 


(d)  
Participations. By the issuance of a Letter of Credit (or an amendment to a Letter
of Credit increasing the amount thereof) by an Issuing Bank and without any further action on the part of such Issuing Bank or
the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation
in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under
such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally
agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Lender’s Applicable Percentage of each
LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this
Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees
that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit
or the occurrence and continuance of a Default or reduction or termination of any Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. 


 


(e)  
Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter
of Credit issued by it, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal
to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower
shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has
not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on the Business
Day immediately following the day that the Borrower receives such notice; provided that the Borrower may, subject to the
conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving
Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be
discharged and replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to make such payment when due, the Administrative
Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and
such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative
Agent such Lender’s Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section
2.06 with 


 




     


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respect to Loans made by such Lender (and Section 2.06
shall apply, mutatis mutandis , to the payment obligations of the Lenders), and the Administrative Agent shall promptly
pay to the relevant Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative
Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the
relevant Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the relevant Issuing
Bank, then to such Lenders and the relevant Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to
this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated
above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.


 


(f) Obligations Absolute. The
Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional
and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of:


 


(i)   
any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term
or provision therein; 


 


(ii)   
any amendment or waiver of or any consent to departure from all or any of the provisions of
any Letter of Credit or this Agreement; 


 


(iii)   
the existence of any claim, setoff, defense or other right that the Borrower, any other party
guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other Person may at any
time have against the beneficiary under any Letter of Credit, any Issuing Bank, the Administrative Agent or any Lender or any other
Person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction;



 


(iv)   
any draft or other document presented under a Letter of Credit proving to be forged, fraudulent
or invalid in any respect or any statement therein being untrue or inaccurate in any respect; 


 


(v)   
payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other
document that does not comply with the terms of such Letter of Credit; and 


 


(vi)   
any other act or omission to act or delay of any kind of any Issuing Bank, the Lenders, the
Administrative Agent or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing,
that might, but for the provisions of this Section, constitute a legal or equitable discharge of the Borrower’s obligations
hereunder. 


 


Neither the Administrative Agent,
the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or
in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder,


 




     


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including any of the circumstances specified in clauses
(i) through (vi) above, as well as any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice
or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from causes beyond the control of such Issuing Bank;
provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent
of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise the
agreed standard of care (as set forth below) in determining whether drafts and other documents presented under a Letter of Credit
comply with the terms thereof. The parties hereto expressly agree that each Issuing Bank shall have exercised the agreed standard
of care in the absence of gross negligence or willful misconduct on the part of such Issuing Bank, except to the extent that applicable
law requires a different standard of care. Without limiting the generality of the foregoing, it is understood that an Issuing Bank
may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit, without responsibility
for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents
that appear on their face to be in substantial compliance with the terms of such Letter of Credit; provided that such Issuing
Bank shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents
are not in strict compliance with the terms of such Letter of Credit.


 


(g)  
Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof,
examine all documents purporting to represent a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly notify
the Administrative Agent and the Borrower by telephone (confirmed by telecopy or electronic pdf) of such demand for payment and
whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay
in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect
to any such LC Disbursement. 


 


(h)  
Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the
Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, payable on demand, for each day from and including the date such LC Disbursement is made to but excluding the date
that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided
that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section
2.12(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the relevant Issuing Bank, except
that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse an
Issuing Bank shall be for the account of such Lender to the extent of such payment. 


 


(i)   
Replacement of the Issuing Banks. Each Issuing Bank may be replaced at any time by
written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank, provided
that the successor Issuing Bank must be a Lender or an Affiliate of a Lender. The Administrative Agent shall notify the Lenders
of any such 


 




     


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replacement of an Issuing Bank. At the time any such
replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank
pursuant to Section 2.11(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have
all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter
and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor Issuing Bank, any
other Issuing Bank, or any previous Issuing Bank, or to such successor Issuing Bank, all other Issuing Banks and all previous Issuing
Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to
Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.


 


(j) Cash Collateralization. If any
Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent
or the Majority Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing at least
51% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in
an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount
in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation
to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable,
without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described
in clause (f) or (g) of Article VII. Such deposit shall be held in New York by the Administrative Agent as collateral for the payment
and performance of the obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive dominion
and control, including the exclusive right of withdrawal, over such account. Investment of such deposits shall, to the extent reasonably
practicable, be made at the direction of the Administrative Agent and at the Borrower’s risk and expense. Unless invested
in accordance with the preceding sentence, such deposits shall not bear interest. Interest or profits, if any, on such investments
shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the relevant
Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of Lenders with LC Exposure representing at least 51% of the total LC Exposure),
be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount
of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid)
shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.


 


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


 




     


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in New York City and designated by the Borrower in
the applicable Borrowing Request or Competitive Bid Request; provided that ABR Revolving Loans made to finance the reimbursement
of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the relevant Issuing Bank.


 


(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 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, telecopy or electronic
pdf 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: 


 




     


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


 


SECTION 2.08. Expiration, Termination,
Reduction and Extension of Commitments. (a) Unless previously terminated, the Commitment of each Lender shall expire on the
Maturity Date in effect from time to time with respect to such Lender.


 


(b)  
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. 


 


(c)   
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 


 




     


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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 then in effect.


 


(d)
   On any date after the first anniversary of the Closing Date, but no more than (i)  twice during the life of the Agreement
and (ii) once during any twelve-month period, (each, an “Extension Date”), the Borrower shall have the right,
with the consent of the Lenders holding a majority of the Commitments, subject to the terms and conditions of this Section 2.08(d),
to extend the Maturity Date then in effect (each, an “Extension Effective Date”) by one additional year from
such Extension Date; provided, that (i) the representations and warranties of the Borrower set forth in this Agreement
shall be true and correct on such Extension Date both before and immediately after giving effect to the proposed Maturity Date
extension, (ii) no Default shall have occurred and be continuing on such Extension Date both before and immediately after giving
effect to the proposed Maturity Date extension, (iii) on or prior to the Extension Effective Date, the Administrative Agent shall
have received payment of all fees and interest accrued and payable on the Extension Effective Date and (iv) the Maturity Date
shall not be extended with respect to any Lender without the consent of such Lender. At least 30 days prior to the relevant Extension
Date, the Borrower shall provide written notice to the Administrative Agent of the proposed Maturity Date extension. Upon receipt
of any such notice, the Administrative Agent shall promptly notify each Lender thereof. Any Lender that shall not have provided
its written consent to the proposed Maturity Date extension by the date that is 10 Business Days prior to the relevant Extension
Date shall be deemed to have elected not to approve of such extension. In the event any Lender does not (or is deemed to not)
consent to an extension of the Maturity Date then in effect with respect to such Lender (with respect to such extension, a “Non-Approving
Lender”), such Lender’s Commitment shall expire on the Maturity Date then in effect with respect to such Lender
and for all purposes of this Agreement “Maturity Date” in respect of such Lender, the Loans made by it and any other
amounts owing to such Lender hereunder shall mean such Maturity Date. As of the Maturity Date then being extended, upon effectiveness
of such extension, the Applicable Percentages of the Lenders shall be deemed modified as appropriate to reflect the expiration
of the Commitment of any Non-Approving Lender with respect to such extension. The Borrower shall have the right, at its sole expense,
upon notice to the Administrative Agent and any Non-Approving Lender in respect of any Maturity Date extension, to require such
Lender to assign and delegate, prior to the relevant Extension Date, without recourse (in accordance with and subject to the restrictions
contained in Section 9.04) all its interests, rights and obligations under this Agreement and the other Loan Documents to which
it is a party (other than any Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee
may be another Lender that accepts such assignment), provided, such assignee concurrently with such assignment approves
such extension; and provided, further, that (i) the Borrower (unless the assignee is a Lender) shall 


 




     


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have received the prior written consent of the Administrative
Agent and each Issuing Bank (which consent shall not unreasonably be withheld) and (ii) such Lender shall have received payment
of an amount equal to the outstanding principal of its Loans (other than Competitive Loans) and participations in LC Disbursements,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal, participations in LC Disbursements and accrued interest and fees) or the Borrower (in the case of all other
amounts).


 


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 in effect from time to time, with respect
to such Lender and (ii) to the Administrative Agent for the account of each Lender that has made a Competitive Loan the then unpaid
principal amount of such Competitive Loan on the last day of the Interest Period applicable to such Loan.


 


(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). 


 




     


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SECTION 2.10. Optional 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 or
electronic pdf) 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 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. Except as set forth in paragraph (d) below, 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)  
The provisions of Section 2.09(a) notwithstanding, the Borrower shall, without notice or demand,
repay all Loans of each Non-Approving Lender on the Maturity Date then in effect with respect to such Lender. 


 


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 then effective 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 or expires, 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 with respect
to each Lender 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 Commitment of such Lender terminates or expires, commencing on the first such date to occur after the date hereof;
provided that any facility fees accruing after the date on which the Commitment of such Lender terminates or expires 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 (i)
to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of
Credit, which shall


 




     


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accrue at a rate per annum equal to the Applicable Rate
applicable to interest on Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding
any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but
excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to
have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately
agreed upon between the Borrower and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) relating to the Letters of Credit issued by such Issuing Bank during the period
from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which
there ceases to be any such LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment,
renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees with respect
to each Lender and Issuing Bank, respectively, accrued through and including the last day of March, June, September and December
of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after
the Closing Date; provided that all such fees shall be payable on the date on which such Lender’s or Issuing Bank’s
Commitments terminate or expire and any such fees accruing after the date on which the Commitments terminate or expire shall be
payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after
demand. All participation fees and fronting 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 (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility
fees and participation 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 plus the Applicable
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 


 




     


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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 Loan shall be payable on the effective date of such conversion and (iv) all accrued interest
on each Loan shall be payable upon termination or expiration of the Commitment of the Lender making such Loan. 


 


(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. (a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing:


 


(i)   
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 


 


(ii)   
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, telecopy or electronic pdf 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


 




     


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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.


 


(b) If at any time the Borrower
or the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances
set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth
in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public
statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue
publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific
date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator
that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made
a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published
or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative
Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining
interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest
to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated
loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of
interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes
shall not include a reduction of the Applicable Rate); provided that, if such alternate rate of interest as so determined would
be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary
in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement
so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate
of interest is provided to the Lenders, a written notice from the Majority Lenders stating that such Majority Lenders object to
such amendment. Until an alternate rate of interest shall be determined in accordance with this clause


 


(b) (but, in the case of the circumstances described
in clause (ii)(w), clause (ii)(x) or clause (ii)(y) of the first sentence of this Section 2.13(b), only to the extent the LIBO
Screen Rate such Interest Period is not available or published at such time on a current basis), (x) 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, (y) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as an
ABR Borrowing and (z) any request by the Borrower for a Eurodollar Competitive Loan shall be ineffective.


 


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


 




     


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(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 any Issuing Bank; or 


 


(ii)   
subject the Administrative Agent, any Lender or any Issuing Bank to any Taxes (other than
any Indemnified Taxes, Other Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto; or 


 


(iii)   
impose on any Lender or any Issuing Bank or the London interbank market any other condition
affecting this Agreement, any of the other Loan Documents or Eurodollar Loans or Fixed Rate Loans made by such Lender or any Letter
of Credit or participation therein; 


 


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, in the case of (ii), any Loans) or
to increase the cost to such Lender or any Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to
reduce the amount of any sum received or receivable by such Lender or such Issuing Bank (or, in the case of (ii), the Administrative
Agent, such Lender or such Issuing Bank) hereunder in respect of such Loan or Letter of Credit by an amount deemed by such Lender
or such Issuing Bank (or, in the case of (ii), the Administrative Agent, such Lender or such Issuing Bank) to be material, then
the Borrower will pay to such Lender or such Issuing Bank (or, in the case of (ii), the Administrative Agent, such Lender or such
Issuing Bank), as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank (or, in
the case of (ii), the Administrative Agent, such Lender or such Issuing Bank), as the case may be, for such additional costs incurred
or reduction suffered.


 


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


 


(c)   
A certificate of a Lender or an Issuing Bank setting forth the amount or amounts (including
the basis therefor and the calculation thereof, which claim and the determination thereof shall be made in good faith by the applicable
Lender or Issuing Bank and consistent with similarly situated customers of the applicable Lender or Issuing Bank under 


 




     


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agreements having provisions similar to this Section
2.14 after consideration of such factors as the Administrative Agent, such Lender or such Issuing Bank, as applicable, then reasonably
determines to be relevant; provided that none of the Administrative Agent, such Lender or such Issuing Bank, as applicable, shall
be required to disclose any confidential or proprietary information in connection therewith) necessary to compensate such Lender
or such Issuing Bank or its holding company, as the case may be, 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 or such
Issuing Bank, as the case may be, 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 or any Issuing Bank to demand compensation pursuant
to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation;
provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for
any increased costs or reductions incurred more than three months prior to the date that such Lender or such Issuing Bank, as the
case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s
or such Issuing Bank’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 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


 




     


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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 or under any Loan Document shall be made free and clear of
and without deduction for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith
discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding
Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full
amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified
Tax, then the sum payable by the Borrower shall be increased as necessary so that after making all required deductions (including
deductions and withholdings applicable to additional sums payable under this Section) the Administrative Agent, each Lender or
each Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions or withholding
been made.


 


(b)  
In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of any Other
Taxes. 


 


(c)  
The Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Bank,
within 30 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed
or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or such Issuing
Bank, 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,
such Lender or such Issuing Bank, as the case may be, whether or not such Indemnified 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 an Issuing Bank (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Bank, shall be presumptively correct
absent manifest error. 


 


(d)  
Each Lender and each Issuing Bank shall severally indemnify the Administrative Agent for any
Taxes (but, in the case of any Indemnified Taxes, only to the extent that the Borrower has not already indemnified the Administrative
Agent for such Indemnified Taxes, and without limiting the obligation of the Borrower to do so) attributable to such Lender or
such Issuing Bank that are paid or payable by the Administrative Agent in connection with any Loan Document and any reasonable
expenses arising therefrom or with 


 




     


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respect thereto, whether or not such Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.16(d) shall be paid within
30 days after the Administrative Agent delivers to the applicable Lender or Issuing Bank a certificate stating the amount of such
payment or liability (including the basis therefor and the calculation thereof). Such certificate shall be presumptively correct
absent manifest error.


 


(e)  
As soon as practicable after any payment of Indemnified 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 Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent. 


 


(f)   
(i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding
Tax with respect to any payments under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time
or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably
requested by the Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of,
withholding. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative
Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting
requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission
of such documentation (other than such documentation set forth in Sections 2.16(f)(ii)(A) through (E) below) shall not be required
if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed
cost or expense (or, in the case of a Change in Law, any incremental material unreimbursed cost or expense) or would materially
prejudice the legal or commercial position of such Lender. Upon the reasonable request of such Borrower or the Administrative Agent,
any Lender shall update any form or certification previously delivered pursuant to this 


 


Section 2.16(f). If any form or certification previously
delivered pursuant to this Section 2.16(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such
Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Borrower
and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if
it is legally eligible to do so.


 


(ii)   
Without limiting the generality of the foregoing, each Lender shall, if it is legally eligible
to do so, deliver to such Borrower and the Administrative Agent (in such number of copies reasonably requested by such Borrower
and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto (and from time to time thereafter
upon the reasonable request of the Borrower or the Administrative Agent), duly completed and executed copies of whichever of the
following is applicable: 


 


A.   
in the case of a Lender that is a “U.S. Person” as defined in Section 7701(a)(30)
of the Code, IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax; 


 




     


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B.   
in the case of a Foreign Lender claiming the benefits of an income Tax treaty to which the
United States is a party (1) with respect to payments of interest under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest”
article of such tax treaty and (2) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS
Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business
profits” or “other income” article of such Tax treaty; 


 


C.   
in the case of a Foreign Lender for whom payments under any Loan Document constitute income
that is effectively connected with such Foreign Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI;



 


D.   
in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest
under Section 881(c) of the Code both (1) IRS Form W-8BEN and (2) a certificate substantially in the form of Exhibit G-1 (a “U.S.
Tax Certificate”) to the effect that such Foreign Lender is not (a) a “bank” within the meaning of Section
881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B)
of the Code, (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (d) conducting
a trade or business in the United States with which the relevant interest payments are effectively connected and (3) IRS Form W-8BEN
or IRS Form W-8BEN-E, as applicable; 


 


E.   
in the case of a Foreign Lender that is not the beneficial owner of payments made under any
Loan Document (including a partnership or a participating Lender) (1) an IRS Form W-8IMY on behalf of itself, (2) the relevant
forms prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial
owner or partner of such partnership if such beneficial owner or partner were a Lender and (3) a U.S. Tax Certificate substantially
in the form of Exhibit G-2 or Exhibit G-3; provided, however, that if the Lender is a partnership and one or more
of its direct or indirect partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender
may provide a U.S. Tax Certificate substantially in the form of Exhibit G-4 on behalf of such partners; or 


 


F.   
any other form prescribed by law as a basis for claiming exemption from, or a reduction of,
U.S. federal withholding Tax together with such supplementary documentation necessary to enable the Borrower or the Administrative
Agent to determine the amount of Tax (if any) required by law to be withheld. 


 


(iii)   
If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding
Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those
contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative
Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative
Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such
additional documentation reasonably 


 




     


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requested by the Borrower or the Administrative
Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine
that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold
from such payment. Solely for purposes of this Section 2.16(f)(iii), “FATCA” shall include any amendments made to FATCA
after the date of this Agreement.


 


(g)        
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 and net of all out-of-pocket expenses (including any Taxes) of the Administrative
Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to
such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to the Administrative Agent or
such Lender the amount paid over pursuant to this Section 2.16(g) (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) in the event that the Administrative Agent or such Lender is required to repay such refund to
such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will any Lender or the
Administrative Agent be required to pay any amount to the Borrower pursuant to this paragraph (g) the payment of which would place
such Lender or the Administrative Agent in a  less favorable net after-Tax position than such Lender or the Administrative
Agent would have been in if the Tax subject to indemnification and giving rise to such credit, refund or reduction had not been
deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never
been paid. This paragraph shall not be construed to require any Lender or the Administrative Agent to make available its Tax returns
(or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person. 


 


(h)   
For purposes of this Section, the term “Lender” includes any Issuing Bank and
the term “applicable law” includes FATCA. 


 


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,
fees or reimbursement of LC Disbursements, 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 (the Administrative Agent will use
commercially reasonable efforts to provide an invoice with respect to interest and fees payable hereunder at least 10 Business
Days prior to the date such payment is due; provided that the Administrative Agent shall have no liability for any failure
or delay in providing any such invoice). Any amounts received after such time on any date may, in the discretion of the


 




     


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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 payments to be made directly to an Issuing Bank as expressly
provided herein and 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, unreimbursed LC Disbursements, 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 and unreimbursed LC Disbursements then
due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements
then due to such parties. 


 


(c)  
Except as provided in Sections 2.09(a) and 2.10(c) with respect to Loans of a Non-Approving
Lender, 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 or participations in LC Disbursements resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements 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 and participations in LC Disbursements 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 and participations in LC Disbursements; 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 or participations in LC Disbursements 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 


 




     


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Lenders or an Issuing Bank 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 or such Issuing Bank, as the case may be, the amount
due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or such Issuing Bank, as the case
may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such
Issuing Bank 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 2.05(d) or (e), 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 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 becomes a Defaulting Lender, 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 and the other Loan
Documents (other than any outstanding Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee


 




     


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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) and participations in LC Disbursements,
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.


 


SECTION 2.19. Defaulting Lenders.


 


Notwithstanding any provision of
this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long
as such Lender is a Defaulting Lender:


 


(a)   
fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender
pursuant to Section 2.11(a); 


 


(b)   
the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included
in determining whether the Majority Lenders have taken or may take any action hereunder (including any consent to any amendment,
waiver or other modification pursuant to Section 9.02); provided, that this clause (b) shall not apply to the vote of a
Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender
affected thereby; 


 


(c)
   if LC Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)   
all or any part of LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting
Lenders in accordance with their respective Applicable Percentages but only to the extent the sum of all non-Defaulting Lenders’
Revolving Credit Exposure plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’
Commitments; 


 


(ii)   
if the reallocation described in clause (i) above cannot, or can only partially, be effected,
the Borrower shall within one Business Day following notice by the Administrative Agent cash collateralize for the benefit of the
Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect
to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.05(j) for so
long as such LC Exposure is outstanding; 


 




     


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(iii)   
if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure
pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section
2.11(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure
is cash collateralized; 


 


(iv)   
if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above,
then the fees payable to the Lenders pursuant to Section 2.11(a) and (b) shall be adjusted in accordance with such non-Defaulting
Lenders’ Applicable Percentages; and 


 


(v)   
if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated
nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing
Bank or any other Lender hereunder, all fees payable under Section 2.11(b) with respect to such Defaulting Lender’s LC Exposure
shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and



 


(d) so long as such Lender is a Defaulting
Lender, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the
related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the
non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.05(j), and participating
interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent
with Section 2.19(c)(i) (and such Defaulting Lender shall not participate therein).


 


If (i) a Bankruptcy Event or a Bail-In
Action with respect to a Lender Parent of any Lender shall occur following the date hereof and for so long as such event shall
continue or (ii) the Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one
or more other agreements in which such Lender commits to extend credit, the Issuing Bank shall not be required to issue, amend
or increase any Letter of Credit, unless the Issuing Bank, as the case may be, shall have entered into arrangements with the Borrower
or such Lender, satisfactory to the Issuing Bank to defease any risk to it in respect of such Lender hereunder.


 


In the event that the Administrative
Agent, the Borrower and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such
Lender to be a Defaulting Lender, then LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s
Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent
shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.


 




     


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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 and each other
Loan Document when executed and delivered by the Borrower will constitute, a legal, 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 or any Subsidiary 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, 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, 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 as of and for the fiscal year ended
December 31, 2018, reported on by Ernst & Young LLP, independent public accountants, 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.


 


(b) Since December 31, 2018, there has been no Material
Adverse Effect.


 




     


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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.


 


(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 (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 and the Subsidiaries 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 Company
Status. Neither the Borrower nor any Subsidiary is an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940.


 


SECTION 3.09. Taxes. Each of
the Borrower and the Subsidiaries 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 or such Subsidiary, as applicable, has set aside on its books adequate
reserves in accordance with GAAP 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.


 




     


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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 any other Loan Document or delivered hereunder or thereunder
(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.


 


SECTION 3.12. Anti-Corruption Laws and
Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the
Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable
Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees, and to the knowledge of the Borrower,
its directors and agents are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of
(a) the Borrower, any Subsidiary or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers
or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity
in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit,
use of proceeds or other transaction contemplated by the Agreement will violate Anti-Corruption Laws or applicable Sanctions.


 


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 or electronic pdf 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)  Davis Polk & Wardwell LLP, special counsel for the Borrower, substantially in the
form of Exhibit C, and (ii) the General Counsel, an Assistant General Counsel or Chief 


 




     


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Legal Officer 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 that (i) the representations and warranties
of the Borrower set forth in this Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this
Agreement, no Default shall have occurred and be continuing. 


 


(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). 


 


(g)  
The Administrative Agent shall have received, at least three Business Days prior to the Closing
Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer”
and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower
at least 10 Business Days prior to the Closing Date. 


 


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


 


SECTION 4.02.
Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank
to issue, amend, renew or extend any Letter of Credit, 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) or any other Loan Document shall be true and correct on and as of the date of such Borrowing or the date of issuance,
amendment, renewal or extension of such Letter of Credit, as applicable.


 




     


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(b) At
the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default shall have occurred and be continuing.


 


Each Borrowing and each issuance,
amendment, renewal or extension of a Letter of Credit 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 all 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 and
all Letters of Credit shall have expired or been terminated and all LC Disbursements shall have been reimbursed, 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 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 


 




     


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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 substantially in the form of Exhibit H hereto (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)  
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; and 


 


(e)  
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 or any other Loan Document,
or requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, as
the Administrative Agent or any Lender may reasonably request. 


 


Information required to be delivered
pursuant to this Section 5.01 shall be deemed to have been delivered to the Lenders on the date on which the Borrower provides
written notice to the Lenders that such information has been posted on the Borrower’s website on the Internet at http://www.csx.com
or is available on the website of the SEC at http://www.sec.gov (to the extent such information has been posted or is available
as described in such notice). Information required to be delivered pursuant to this Section 5.01 may also be delivered by electronic
communication pursuant to procedures approved by the Administrative Agent pursuant to Section 9.01(b).


 


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


 


(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 


 




     


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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 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 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 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.


 




     


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SECTION 5.07. Compliance with Laws.
The Borrower will, and will cause each 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. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower,
its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


SECTION 5.08. Use of Proceeds, Commitments
and Letters of Credit. The proceeds of the Loans and Letters of Credit shall be used for working capital and other general
corporate purposes. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not directly or knowingly
indirectly use the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization
of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or (B) for
the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or
in any Sanctioned Country to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted
by a corporation incorporated in the United States.


 


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 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 Regulation. 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 U, as the case may be.


 


ARTICLE VI


 


Negative Covenants


 


Until all 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 and
all Letters of Credit shall have expired or been terminated and all LC Disbursements shall have been reimbursed, the Borrower covenants
and agrees with the Lenders that:


 


SECTION 6.01.
Limitation on Subsidiary Debt. The Borrower will not permit any Subsidiary to create, incur or assume any Debt (other than
Debt substantially secured by a Lien or Liens on assets of such 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 to the Borrower or any other Subsidiary; 



 




     


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(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 as an account party in respect of letters
of credit; and 



 


(e)  
other Debt; provided that 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 15% of Total Capitalization at such time. 


 


SECTION 6.02. Liens. The Borrower
will not, and will not permit any 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 or any Subsidiary, except:


 


		(a)	Permitted Encumbrances; 



 


(b)  
any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof;
provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any 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
or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the
time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with
such acquisition or such Person becoming a Subsidiary, (ii) such Lien shall not apply to any other property or assets of the Borrower
or any 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 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 or any Subsidiary; provided that (i)
such Liens and the Debt secured thereby are incurred prior to or within three years after such acquisition or the completion of
such construction, improvement or refurbishment, (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 or any Subsidiary; 


 


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



 




     


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(f)   
Liens on assets owned by a Securitization Subsidiary granted in connection with a Securitization
Transaction so long as the aggregate principal amount of Indebtedness outstanding with respect to all such Securitization Transactions
does not exceed $750,000,000 at any time; and 


 


(g)  
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 (g), together with 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, does not exceed an amount equal to 15% of Total
Capitalization at such time. 


 


SECTION 6.03. Limitation on Sale/Leaseback
Transactions. The Borrower will not, and will not permit any Subsidiary to, enter into any arrangement with any Person providing
for the leasing by the Borrower or any Subsidiary of real or personal property (other than Unrestricted Margin Stock) which has
been or is to be sold or transferred by the Borrower or such 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 or such 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 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; and 


 


(c)  
Sale/Leaseback Transactions not otherwise permitted hereunder; provided that, (i) if
the obligations of the Borrower or any 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 or any 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 the aggregate principal amount of Debt of the Borrower and the Subsidiaries then secured by Liens permitted under
Section 6.02(g) does not exceed an amount equal to 15% of Total Capitalization at such time. 


 


SECTION 6.04. Fundamental Changes.
The Borrower will not merge into or consolidate with any other Person, 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


 




     


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or hereafter acquired), unless (a) if the Borrower is
not the surviving corporation, 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) if the Borrower
is not the surviving corporation, 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 0.70 to 1.00.
Notwithstanding the foregoing, once the Credit Rating Event occurs, the Borrower shall not thereafter be required to comply with
the financial covenant in this Section, regardless of the Ratings.


 


SECTION 6.06. Railroad Ownership.
The Borrower shall own, directly or indirectly, all of the shares of capital stock of CSX Transportation, Inc., or the successor
thereto by merger, consolidation or share exchange or the Person, if any, who has acquired substantially all of such corporation’s
assets.


 


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 or any reimbursement obligation in respect of any LC Disbursement 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 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;


 




     


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(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 (provided that the Borrower shall not be in default
under this Section for any failure to pay interest or fees due hereunder when due or within such ten day grace period if it does
not receive an invoice from the Administrative Agent by the date that is ten Business Days prior to the relevant due date or if
it believes that an invoice is not correct so long as (i) the Borrower shall promptly (and, in any event, within two Business Days
of the date that is ten Business Days prior to the relevant due date) notify the Administrative Agent that it has not received
an invoice by such date or that it believes that an invoice is not correct, (ii) (x) to the extent the Borrower has not received
an invoice, the Borrower shall have paid the amount of interest and/or fees that it believes is due on the due date therefor or
(y) to the extent the Borrower has received an invoice, the Borrower shall have paid the amount of interest and/or fees stated
on such invoice on the due date therefor and (iii) the Borrower shall make any additional payment required within two Business
Days after receipt by the Borrower of an invoice from the Administrative Agent that correctly sets forth the amount of interest
and fees so due); 


 


(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, any other Loan Document or any amendment or modification hereof or thereof,
or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement,
any other Loan Document or any amendment or modification hereof or thereof, 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) or any other Loan Document, 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 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; 


 




     


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(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 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 for a substantial part of its assets, 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 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 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 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 $200,000,000 shall be rendered against the Borrower, any Subsidiary 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;



 


(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 Index Debt rating shall be lower than the highest ratings specified in Category 5 of the definition
of “Applicable Rate” by each of S&P and Moody’s (or such other rating agency as then shall be relevant for
purposes of determining the Applicable Rate); 


 


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


 




     


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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 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


 


SECTION 8.01. Authorization and Action.


 


Each of the Lenders and Issuing Banks
hereby irrevocably appoints JPMorgan Chase Bank, N.A. as its agent and authorizes JPMorgan Chase Bank, N.A. 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., Credit Suisse AG, Cayman
Islands Branch, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., PNC Bank, National Association, The Northern Trust Company
and UBS Securities LLC shall be Syndication Agents with respect to this Agreement and that Bank of America, N.A. and Barclays Bank
PLC shall be Documentation Agents with respect to this Agreement. The Syndication Agents and Documentation Agents shall have no
duties in such capacities in addition to any duties in their capacity as Lenders.


 


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 


 




     


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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, as determined by a final non-appealable judgement of a court of competent jurisdiction.
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 or any other Loan Document, (ii)
the contents of any certificate, report or other document delivered hereunder or in connection herewith or any other Loan Document,
(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 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, the Issuing Banks 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 and the Issuing Banks, 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


 




     


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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 and each other Loan Document to which it is
a party. 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 and each other Loan Document to which it is a party. 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 taking or not taking action under or based upon this Agreement, each other
Loan Documents to which it is a party, any related agreement or any document furnished hereunder or thereunder.


 


SECTION 8.02. Certain ERISA Matters.
(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from
the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the
following is and will be true:


 


(i)   
such Lender is not using “plan assets” (within the meaning of Section 3(42) of
ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments, or this Agreement, 


 


(ii)   
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption
for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain
transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance
company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds)
or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to
such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the
Commitments and this Agreement, 


 


(iii)   
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager”
(within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf
of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this
Agreement, (C) the entrance into, participation in, 


 




     


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administration of and performance
of the Loans, the Letters of Credit, the Commitment and this Agreement satisfies the requirements of sub-sections (b) through
(g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14
are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans,
the Letters of Credit, the Commitments and this Agreement, or


 


(iv)    such other representation,
warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.


 


(b)    In addition, unless sub-clause (i) in
the immediately preceding clause (a) is true with respect to a Lender or such Lender has provided another representation, warranty
and covenant in accordance with sub- clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and
warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender
party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent, and not,
for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent is not
a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitment and this Agreement (including in connection with the reservation
or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or
thereto).


 


ARTICLE IX


 


Miscellaneous


 


SECTION 9.01. Notices. (a)
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 or, subject to paragraph (b) below, electronic pdf, as follows:


 


(i)   
if to the Borrower, to it at CSX Corporation, 500 Water Street, 9th
Floor, Jacksonville, FL 32202, Attention of Treasurer (Telephone No. (904)-359-1426 and electronic
mail: sean_pelkey@csx.com); 


 


(ii)   
if to the Administrative Agent, to JPMorgan Chase Bank, N.A., JPMorgan Loan Services, 500 Stanton Christiana Road, Ops 2, 3rd
Floor, Newark, DE 19713, Attention: Loan and Agency Services Group (Fax No. (302) 634-3301; electronic mail: 12012443629@tls.ldsprod.com),
with a copy to JPMorgan Chase Bank, N.A. 270 Park Avenue, New York, New York 10017, Attention of Robert Kellas (Telecopy No. (212)
270-5100; electronic mail: Robert.Kellas@jpmorgan.com); and


 


(iii)   
if to any Issuing Bank or any other Lender, to it at its address (or telecopy number or electronic
mail address) set forth in its Administrative Questionnaire. 


 




     


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Any party hereto may change its address,
telecopy number or electronic mail address 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.


 


(b) Notices and other communications
to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative
Agent (upon any such procedures’ approval, the Administrative Agent shall provide notice thereof to the applicable Lender);
provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative
Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by it prior to such communication (upon
any such procedures’ approval, the Administrative Agent shall provide notice thereof to the Lenders); provided that
approval of such procedures may be limited to particular notices or communications.


 


SECTION 9.02. Waivers; Amendments.
(a) No failure or delay by the Administrative Agent, any Issuing Bank 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, the Issuing Banks 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 or issuance of a Letter of Credit shall not be construed
as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice
or knowledge of such Default at the time.


 


(b) Neither this Agreement, any other
Loan Document nor any provision hereof or thereof 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 amount of any Loan or LC Disbursement 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 LC Disbursement, 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 (it being understood, for the avoidance of doubt, that a Lender who does not
(or is deemed to not) approve an extension of the Maturity Date then in effect in accordance with the terms of this Agreement shall
not be considered affected by such extension, so long as (A) such Lender’s Commitment shall expire on the Maturity Date then
in effect with respect to such Lender, (B) for all purposes of this Agreement “Maturity Date” in respect of such Lender,
the Loans made by it and any other


 




     


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amounts owing to such Lender hereunder shall mean such
Maturity Date and (C) as of the Maturity Date then being extended, upon effectiveness of such extension, the Applicable Percentages
of the Lenders shall be deemed modified as appropriate to reflect the expiration of the Commitment of any Non-Approving Lender
with respect to such extension), (iv) change Section 2.08(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 or any Issuing Bank hereunder without the prior written consent of the Administrative
Agent or such Issuing Bank, as the case may be.


 


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, any other
Loan Document or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket expenses incurred by each Issuing Bank in connection
with the issuance, amendment, renewal or extension by it of any Letter of Credit or any demand for payment thereunder and (iii)
all out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the reasonable fees,
charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement
or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section,
or in connection with the Loans made or Letters of Credit issued hereunder, including in connection with any workout, restructuring
or negotiations in respect thereof.


 


(b) The Borrower shall indemnify the
Administrative Agent, each Issuing Bank 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, any other Loan Document or any agreement or instrument contemplated hereby or thereby, 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 Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing
Bank to honor a demand for payment under a Letter of Credit issued by it if the documents presented in connection with such demand
do not strictly comply with the terms of such Letter of Credit), 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 are found by a final non-appealable judgement of a court of
competent


 




     


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jurisdiction to have 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 other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax
claim 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 or participations in Letters of Credit, 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 or an Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative
Agent or such Issuing Bank, as the case may be, such Lender’s Applicable Percentage (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
or such Issuing Bank 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, any other Loan Document or
any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit 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 or any other Loan Document 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 or any other Loan Document, 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, the Issuing Banks
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, other than a natural person, 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 Affiliate (to the extent the obligations of such Lender Affiliate are guaranteed
by or otherwise remain the obligations of the relevant Lender), the Borrower 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,


 




     


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each of the Administrative Agent and the Issuing Banks must
give its prior written consent to such assignment (which consent shall not be unreasonably withheld), (iii) 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
then effective 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 Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 unless each of the Borrower and the Administrative
Agent otherwise consent, (iv) 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 (iv) shall
not apply to rights in respect of outstanding Competitive Loans, (v) the parties to each assignment shall execute and deliver to
the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and (vi) 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 (a),
(b), (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 Assumption, the assignee thereunder shall be a party
hereto and, to the extent of (but not greater than) the interest assigned by such Assignment and Assumption, 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 Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption 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 Assumption delivered to it and a register for the recordation
of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC
Disbursements 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,
the Issuing Banks 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 Assumption 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 


 




     


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Assumption 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, the Administrative Agent or the Issuing Banks,
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, the Issuing Banks 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 (and subject to the requirements and limitations
therein, it being understood that the documentation required under Section 2.16(f) shall be delivered to the participating Lender)
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. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain
a register on which it enters the name and address of each Participant and the principal amount (and stated interest) of each
Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person
(including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans,
Letters of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to
establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of
the United States Treasury Regulations. The entries in the Participant Register shall be prima facie evidence thereof absent
manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to the contrary. 


 


(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,
except to the extent such entitlement to a greater payment results from a Change in Law that occurs after the Participant acquired
the applicable participation. 


 


(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 


 




     


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security interest shall release a Lender from any of
its obligations hereunder or substitute any such assignee for such Lender as a party hereto.


 


(h) Notwithstanding anything to the
contrary contained herein, any Lender (a “Granting Lender”) may, at no additional cost to the Borrower, grant
to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting
Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such
Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing
herein shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise
fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof
in the same manner and to the same extent as if such option had not been granted. The making of a Loan by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender, (1) the
Granting Lender shall have the sole right and responsibility to deliver all consents and waivers required or requested, and to
perform all obligations required, under this Agreement with respect to its SPC, and (2) no SPC shall be entitled to receive any
greater amounts pursuant to any provision of this Agreement than the Granting Lender would have been entitled to receive in respect
of any Loan made by such SPC. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing,
each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that
is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC,
it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under the laws of the United States or any State thereof; provided, that no such restriction
shall apply with respect to the Granting Lender. In addition, notwithstanding anything to the contrary contained in this Section
9.04, any SPC may, at no additional cost to the Borrower, (x) with notice to, but without the prior written consent of, the Borrower
and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loan
such SPC has made hereunder to its Granting Lender or to any financial institutions (consented to by the Borrower and Administrative
Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of any
such Loan and (y) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial
paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This subsection 9.04(h) may not
be amended without the written consent of any SPC with Loans outstanding hereunder.


 


SECTION 9.05. Survival. All
covenants, agreements, representations and warranties made by the Borrower herein, in the other Loan Documents 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 any other Loan Document and the making
of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf
and notwithstanding that any Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is


 




     


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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 or any Letter of Credit is outstanding and so long as any Commitment has 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 any Letter
of Credit or Commitment or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.


 


SECTION 9.06. Counterparts; Integration;
Effectiveness. This Agreement, any Augmenting Lender Supplement, any Commitment Increase Supplement and any amendment hereto
or thereto 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, the other Loan Documents
and any separate letter agreements with respect to fees payable to the Administrative Agent or any Issuing Bank 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 or electronic pdf 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.
Upon the taking by the Administrative Agent or the Majority Lenders of any of the actions set forth in the last paragraph of Article
VII, 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 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. 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.


 




     


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(b)  
The Borrower hereby irrevocably and unconditionally submits, for itself and its property,
to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough
of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough
of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement
or any other Loan Document, 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 Federal (to the extent permitted by law) or New York State 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, any Issuing
Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document 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 or any other Loan Document 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, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (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.


 


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, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as
defined


 




     


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below), except that Information may be disclosed (i) 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), (ii) 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 Issuing Bank or Lender provides such written notice to the Borrower of such proposed
disclosure as is reasonable under the circumstances and permitted by law, (iii) to any other party to this Agreement, (iv) 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, (v) 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, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to any direct
or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty), (vii) with the consent of the
Borrower or (viii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section,
(y) becomes available to the Administrative Agent, any Issuing Bank 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 (z) was available to the Administrative Agent or the relevant Issuing Bank or 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, any Issuing Bank
or any Lender on a nonconfidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreement
routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; 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.


 


SECTION 9.13. USA PATRIOT Act.
Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow
such Lender to identify the Borrower in accordance with the Act.


 


SECTION 9.14. Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
EEA Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of an EEA Resolution
Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 




     


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(a)   
the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to
any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and



 


(b)
   the effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)
   a reduction in full or in part or cancellation of any such liability;


 


(ii)   
a conversion of all, or a portion of, such liability into shares or other instruments of ownership
in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on
it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such
liability under this Agreement or any other Loan Document; or 


 


(iii)   
the variation of the terms of such liability in connection with the exercise of the Write-Down
and Conversion Powers of any EEA Resolution Authority. 


 


[Signature Pages Follow]


 




     


     


    




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:	/s/ Sean Pelkey
	 	 	Name:	Sean Pelkey
	 	 	Title:	Vice President and Treasurer




    [Signature Page to CSX Credit Agreement]
 


     


    

	 	JPMORGAN CHASE BANK, N.A.,
	 	as Administrative Agent and as a Lender
	 	 
	 	By:	/s/ Robert P. Kellas
	 	 	Name:	Robert P. Kellas
	 	 	Title:  	Executive Director




    [Signature Page to CSX Credit Agreement]
 


     


    

	 	Bank of America, N.A.
	 	 	 	 
	 	By:	/s/ Irene Bertozzi Bartenstein
	 	 	Name:	Irene Bertozzi Bartenstein
	 	 	Title:  	Director




    [Signature Page to CSX Credit Agreement]
 


     


    

	 	BARCLAYS BANK, PLC
	 	 	 	 
	 	By:	/s/ Sean Duggan
	 	 	Name:	Sean Duggan
	 	 	Title:  	Vice President




    [Signature Page to CSX Credit Agreement]
 


     


    

	 	Citibank, N.A., as a Lender
	 	 	 	 
	 	By:	/s/ Millie Schild
	 	 	Name:	Millie Schild
	 	 	Title:  	Vice President




    [Signature Page to CSX Credit Agreement]
 


     


    

	 	Credit Suisse AG, Cayman Islands Branch
	 	 	 	 
	 	By:	/s/ Doreen Barr
	 	 	Name:	Doreen Barr
	 	 	Title:  	Authorized Signatory
	 	 	 	 
	 	By:	/s/ Andrew Griffin
	 	 	Name:	Andrew Griffin
	 	 	Title:  	Authorized Signatory




    [Signature Page to CSX Credit Agreement]
 


     


    

	 	MIZUHO BANK, LTD.
	 	 	 	 
	 	By:	/s/ Tracy Rahn
	 	 	Name:	Tracy Rahn
	 	 	Title:  	Authorized Signatory




    [Signature Page to CSX Credit Agreement]
 


     


    

	 	MORGAN STANLEY BANK, N.A.
	 	 	 	 
	 	By:	/s/ Michael King
	 	 	Name:	Michael King
	 	 	Title:  	Authorized Signatory




    [Signature Page to CSX Credit Agreement]
 


     


    

	 	The Northern Trust Company, as a Lender
	 	 	 	 
	 	By:	/s/ Kimberly A. Crotty
	 	 	Name:	Kimberly A. Crotty
	 	 	Title:  	Vice President




    [Signature Page to CSX Credit Agreement]
 


     


    

	 	PNC Bank, N.A.
	 	 	 	 
	 	By:	/s/ James Cullen
	 	 	Name:	James Cullen
	 	 	Title:  	Vice President




    [Signature Page to CSX Credit Agreement]
 


     


    

	 	UBS AG, STAMFORD BRANCH,
	 	as a Lender
	 	 	 	 
	 	By:	/s/ Darlene Arias
	 	 	Name:	Darlene Arias
	 	 	Title:  	Director
	 	 	 	 
	 	By:	/s/ Kenneth Chin
	 	 	Name:	Kenneth Chin
	 	 	Title:	 Director




    [Signature Page to CSX Credit Agreement]
 


     


    

	 	FIFTH THIRD BANK
	 	 	 	 
	 	By:	/s/ Richard Arendale
	 	 	Name:	Richard Arendale
	 	 	Title:  	Managing Director




    [Signature Page to CSX Credit Agreement]
 


     


    

	 	MUFG Bank, Ltd.
	 	 	 	 
	 	By:	/s/ John Margetanski
	 	 	Name:	 John Margetanski
	 	 	Title:  	Director




    [Signature Page to CSX Credit Agreement]
 


     


    

	 	TD BANK, N.A.
	 	 	 	 
	 	By:	/s/ Mark Hogan
	 	 	Name:	Mark Hogan
	 	 	Title:	 Senior Vice President




    [Signature Page to CSX Credit Agreement]
 


     


    

	 	Wells Fargo Bank, N.A.
	 	 	 	 
	 	By:	/s/ Tom Molitor
	 	 	Name:	Tom Molitor
	 	 	Title:  	Managing Director




 


 






    [Signature Page to CSX Credit Agreement]
 


     


    

 





EXHIBIT A 


TO CREDIT AGREEMENT


 


[FORM OF ASSIGNMENT AND ASSUMPTION]


 


This Assignment and Assumption
(the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into between
the Assignor named below (the “Assignor”) and the Assignee named below (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as
amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a
part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent below (i) all of the Assignor’s rights and obligations in its capacity as a Lender
under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount
and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective
facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and
(ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way
based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights
and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned
Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.


 


	1.	Assignor:	______________________________
	 	 	 
	2.	Assignee:	______________________________
	 		[and is a Lender Affiliate of [identify Lender]]
	 	 	 
	3.	Borrower:	CSX Corporation
	 	 	 
	4.	Administrative Agent:	 JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement
	 	 	 
	5.	Credit Agreement:	The Five-Year Revolving Credit Agreement dated as of March 29, 2019 among CSX Corporation, the Lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
	 	 	 
	6.	 Assigned Interest:	 
	 	-	 




     


     


    

	Facility Assigned1	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans2
	 	$	$	%
	 	$	$	%
	 	$	$	%


 


Effective Date: ______________, 20__ [TO
BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The Assignee agrees to deliver to the Administrative Agent a
completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level
information (which may contain material non-public information about the Borrower, the Credit Parties and their Affiliates or their
respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance
procedures and applicable laws, including Federal and state securities laws.


 


The terms set forth in this Assignment and Assumption are hereby
agreed to:


 


	 	ASSIGNOR
	 	 
	 	_________________________________
	 	NAME OF ASSIGNOR
	 	 
	 	 
	 	By:______________________________
	 	   Title:
	 	 
	 	 
	 	ASSIGNEE
	 	 
	 	 
	 	NAME OF ASSIGNEE
	 	 
	 	 
	 	By:______________________________
	 	   Title:



 





 





1
Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned
under this Assignment (e.g. “Revolving Commitment,” “Competitive Loans”).


 


2
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders.


 




     


     


    

	[Consented to and]3 Accepted:	 
	 	 
	[NAME OF ADMINISTRATIVE AGENT], as 	 
	  Administrative Agent	 
	 	 
	 	 
	By_________________________________	 
	  Title:	 
	 	 
	 	 
	[Consented to:]4	 
	 	 
	[NAME OF BORROWER]	 
	 	 
	 	 
	By________________________________	 
	  Title:	 
	 	 
	 	 
	[NAME OF ANY OTHER RELEVANT PARTY]	 
	 	 
	By________________________________	 
	  Title:	 


 


 


 


 






3
To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.


 


4
To be added only if the consent of the Borrower and/or other parties (e.g. Issuing Bank) is required by the terms of the Credit
Agreement.


 




     


     


    

ANNEX 1


 


FIVE-YEAR REVOLVING CREDIT AGREEMENT


 



STANDARD TERMS AND CONDITIONS FOR





ASSIGNMENT AND ASSUMPTION


 


1. Representations and Warranties.


 


1.1 Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby
and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with
the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries
or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower,
any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.


 


1.2. Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute
and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied
by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound
by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations
of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 5.01 thereof, and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on
the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any
other Lender and (v) if it is a Non-U.S. Lender, attached to the Assignment and Assumption is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and (b) agrees that
(i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under the Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by
the terms of the Loan Documents are required to be performed by it as a Lender.


 


2. Payments. From
and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date
and to the Assignee for amounts which have accrued from and after the Effective Date.


 


3. General Provisions.
This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption


 




     


     


    

by email or telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.


 




     


     


    

EXHIBIT B-1


 


TO CREDIT AGREEMENT


 


[FORM OF REVOLVING LOAN
NOTE]


 


REVOLVING LOAN NOTE


 


	$______________	New York, New York
	 	[Date]











 


FOR VALUE RECEIVED, the undersigned, CSX CORPORATION,
a Virginia corporation (the “Borrower”), hereby unconditionally promises to pay to the order of _____________
(the “Lender”) at the office of JPMorgan Chase Bank, N.A. in lawful money of the United States of America
and in immediately available funds, on the Maturity Date in effect from time to time with respect to such Lender the principal
amount of (a) _____________ DOLLARS ($______________), or, if less, (b) the aggregate unpaid principal amount
of all Revolving Loans of the Lender made to the Borrower pursuant to Section 2.01 of the Credit Agreement (as defined below).
The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time
outstanding at the rates and on the dates specified in Sections 2.12 and 2.17 of the Credit Agreement.


 


The holder of this Revolving Loan Note is
authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached
hereto and made a part hereof the date, amount and Type of each Revolving Loan made pursuant to the Credit Agreement and the date
and amount of each payment or prepayment of principal thereof, each continuation thereof as the same Type, each conversion of all
or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period and the Adjusted
LIBO Rate with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information
endorsed. The failure to make any such endorsement (or any error therein) shall not affect the obligations of the Borrower in respect
of any Revolving Loan.


 


This Revolving Loan Note (a) is one of the
Revolving Loan Notes referred to in Section 2.09 of the Five-Year Revolving Credit Agreement dated as of March 29, 2019 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lender, the
other Lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, (b) is subject to the provisions
of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement.


 


Upon the occurrence of any one or more of
the Events of Default, all amounts then remaining unpaid on this Revolving Loan Note shall become, or may be declared to be, immediately
due and payable, all as provided in the Credit Agreement.


 


All parties now and hereafter liable with
respect to this Revolving Loan Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind, except for notices required under the Credit Agreement.


 


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 




     


     


    

THIS REVOLVING LOAN NOTE SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


	 	CSX CORPORATION
	 	 	 
	 	By:	_______________
	 	Name:	 
	 	Title:	 




     


     


    

Schedule A to


Revolving Loan
Note


 


LOANS, CONVERSIONS AND
REPAYMENTS OF ABR LOANS


 


	Date	Amount of ABR Loans	
        Amount


        Converted to


        ABR Loans

	
        Amount of


        Principal of


        ABR Loans


        Repaid

	
        Amount of


        ABR Loans


        Converted to


        Eurodollar


        Revolving Loans

	
        Unpaid Principal


        Balance of ABR


        Loans

	
        Notations


        Made By


	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 




     


     


    

Schedule B to


Revolving Loan Note


 


LOANS, CONTINUATIONS,
CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS


 


	Date	
        Amount of


        Eurodollar


        Loans

	
        Amount


        Converted to Eurodollar


        Loans

	
        Interest Period


        and Adjusted


        LIBO Rate with


        Respect Thereto

	
        Amount of Principal of
        Eurodollar Loans Repaid

	
        Amount of


        Eurodollar


        Loans


        Converted to


        ABR Loans

	
        Unpaid


        Principal


        Balance of


        Eurodollar


        Loans

	
        Notations


        Made By


	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 




     


     


    

EXHIBIT B-2


TO CREDIT AGREEMENT


 


[FORM OF COMPETITIVE LOAN
NOTE]


 


COMPETITIVE LOAN NOTE


 


	$______________	New York, New York


[Date]


 


FOR VALUE RECEIVED, the undersigned, CSX CORPORATION,
a Virginia corporation (the “Borrower”), hereby unconditionally promises to pay to the order of __________ (the
“Lender”) at the office of JPMorgan Chase Bank, N.A. in lawful money of the United States of America and in
immediately available funds, the principal amount of (a) ______________ DOLLARS ($________), or, if less, (b) the
aggregate unpaid principal amount of each Competitive Loan of the Lender made to the Borrower pursuant to Section 2.04 of
the Credit Agreement (as defined below). The principal amount of each Competitive Loan evidenced hereby shall be payable on the
last day of the Interest Period with respect thereto. The Borrower further agrees to pay interest in like money at such office
on the unpaid principal amount of each Competitive Loan evidenced hereby at the rates and on the dates specified in Sections 2.12
and 2.17 of the Credit Agreement. Competitive Loans evidenced by this Competitive Loan Note may not be prepaid without the prior
written consent of the lender thereof.


 


The holder of this Competitive Loan Note is
authorized to endorse on the schedule annexed hereto and made a part hereof or on a continuation thereof which shall be attached
hereto and made a part hereof the date, amount, interest rate, interest payment dates and Interest Period in respect of each Competitive
Loan made pursuant to Section 2.04 of the Credit Agreement and each payment of principal with respect thereto. Each such endorsement
shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement
(or any error therein) shall not affect the obligations of the Borrower in respect of any Competitive Loan.


 


This Competitive Loan Note is one of the Competitive
Loan Notes referred to in Section 2.09 of the Five-Year Revolving Credit Agreement, dated as of March 29, 2019 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lender,
the other Lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, and is subject to the
provisions of the Credit Agreement.


 


Upon the occurrence of any one or more of
the Events of Default, all amounts then remaining unpaid on this Competitive Loan Note shall become, or may be declared to be,
immediately due and payable, all as provided in the Credit Agreement.


 


All parties now and hereafter liable with
respect to this Competitive Loan Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind, except for notices required under the Credit Agreement.


 


Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


THIS COMPETITIVE LOAN NOTE SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 




     


     


    

	 	CSX CORPORATION
	 	 	 
	 	By:	_______________
	 	Name:	 
	 	Title:	 




     


     


    

Schedule to


Competitive
Loan Note


 


SCHEDULE OF COMPETITIVE
LOANS


 


______________________as
Lender





CSX Corporation as Borrower





Five-Year Revolving Credit
Agreement dated as of March 29, 2019


 


	Date of Loan	Amount of Loan	Interest Rate	Interest Payment Dates	Interest Period	
        Principal


        Payment

	
        Notation


        Made By


	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 




     


     


    

EXHIBIT C


 


TO CREDIT AGREEMENT


 


[FORM
OF OPINION OF DAVIS POLK & WARDWELL LLP]


 


	 	New York

    Northern California

    Washington DC

    São Paulo

    London	Paris

    Madrid

    Tokyo

    Beijing

    Hong Kong
	

         

		 
	Davis Polk & Wardwell LLP

    450 Lexington Avenue

    New York, NY 10017	212
        450 4000 tel

         

        212
        701 5800 fax

         
	 
	 	 	 	 


	March 29, 2019



 


 

	To:	JPMorgan
    Chase Bank, N.A., as Administrative Agent
	 	and
    each of the Lenders listed on the
	 	signature
    pages of the Credit Agreement
	 	referred
    to below



 


 

Ladies
and Gentlemen:


 


We
have acted as special counsel for CSX Corporation, a Virginia corporation (the “Borrower”), in connection with
the Credit Agreement dated as of March 29, 2019 (the “Credit Agreement”) among the Borrower, the lenders listed
on the signature pages thereof (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the
“Administrative Agent”). Terms used (but not defined) herein have the meanings assigned to them in the Credit
Agreement.


 


We
have reviewed executed copies of:


 


		(a)	the
                                         Credit Agreement; and



 


		(b)	the
                                         Notes issued on the date hereof (the “Notes”).



 


The
documents listed in items (a) and (b) above are sometimes hereinafter referred to as the “Credit Documents”.


 


We
have also conducted such other investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion.
In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents
submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete
originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had
and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Borrower that
we reviewed were and are accurate and (vi) all


 




     


     


    

representations
made by the Borrower as to matters of fact in the documents that we reviewed were and are accurate.


 


Based
on the foregoing, and subject to the additional assumptions and qualifications set forth below, we are of the opinion that:


 


		1.	The execution,
                                         delivery and performance by the Borrower of each Credit Document require no action by
                                         or in respect of, or filing with, any governmental body, agency or official under United
                                         States federal or New York State law and do not contravene, or constitute a default under,
                                         any provision of applicable United States federal or New York State statutory law, in
                                         each case that in our experience is normally applicable to general business corporations
                                         in relation to transactions of the type contemplated by the Credit Documents.



 


		2.	The Credit
                                         Agreement constitutes a valid and binding agreement of the Borrower and each Note constitutes
                                         a valid and binding obligation of the Borrower, in each case enforceable against the
                                         Borrower in accordance with its terms.



 


		3.	The borrowings
                                         under the Credit Agreement and the use of proceeds thereof as contemplated by the Credit
                                         Agreement do not violate Regulation U of the Board of Governors of the Federal Reserve
                                         System.



 


The
foregoing opinions are subject to the following assumptions and qualifications:


 


		(a)	Our
                                         opinion in paragraph 2 above is subject to applicable bankruptcy, insolvency and similar
                                         laws affecting creditors’ rights generally, concepts of reasonableness and equitable
                                         principles of general applicability.



 


		(b)	We
                                         express no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer
                                         or similar provisions of applicable law on the conclusions expressed above or (ii) any
                                         provision of any Credit Document that purports to avoid the effect of fraudulent conveyance,
                                         fraudulent transfer or similar provisions of applicable law by limiting the amount of
                                         the Borrower’s obligations.



 


		(c)	We
                                         express no opinion as to any provision in the Credit Documents that purports to indemnify
                                         any Person for its own gross negligence or willful misconduct.



 


		(d)	We
                                         express no opinion as to provisions in the Credit Documents that purport to create rights
                                         of set-off in favor of participants or that provide for set-off to be made otherwise
                                         than in accordance with applicable laws.



 


		(e)	We
                                         express no opinion as to provisions in the Credit Documents that purport to waive objections
                                         to venue, claims that a particular jurisdiction is an inconvenient forum or the like.



 


		(f)	We
                                         express no opinion as to whether a New York State or United States federal court would
                                         enforce the exclusivity of the jurisdiction of any New York State or United States federal
                                         court provided for in any Credit Document.



 


		(g)	We
                                         express no opinion as to the validity, binding effect or enforceability of any provision
                                         of any Credit Document that permits a Lender to collect any portion of the stated principal
                                         amount of any Loan upon acceleration or prepayment thereof to the extent determined to
                                         constitute unearned interest.



 




     


     


    

		(h)	We
                                         express no opinion as to whether a United States federal court would have subject-matter
                                         or personal jurisdiction over a controversy arising under the Credit Documents.



 


		(i)	We
                                         express no opinion as to the United States federal or any state securities laws.



 


		(j)	We
                                         have assumed that (i) the Borrower is validly existing and, to the extent applicable,
                                         in good standing under the laws of its jurisdiction of organization, (ii) the Borrower
                                         has duly executed and delivered each Credit Document, (iii) the execution, delivery and
                                         performance by the Borrower of each Credit Document are within its corporate powers,
                                         have been duly authorized by all necessary corporate action on the part of the Borrower
                                         and do not contravene the articles or certificate of incorporation or bylaws of the Borrower
                                         and (iv) the execution, delivery and performance by the Borrower of each Credit Document
                                         do not contravene, or constitute a default under, any law, rule or regulation (other
                                         than United States federal and New York State laws, in each case that in our experience
                                         are normally applicable to general business corporations in relation to transactions
                                         of the type contemplated by the Credit Documents) or any order, injunction, decree, agreement,
                                         contract or instrument to which it is a party or by which it is bound.



 


		(k)	We
                                         express no opinion on the effectiveness of any service of process made other than in
                                         accordance with applicable law.



 


		(l)	We
                                         express no opinion as to the effect (if any) of any law of any jurisdiction (except the
                                         State of New York) in which any Lender is located which may limit the rate of interest
                                         that such Lender may charge or collect.



 


		(m)	As
                                         to various provisions in the Credit Documents that grant the Administrative Agent, the
                                         Issuing Banks or the Lenders certain rights to make determinations or take actions in
                                         their discretion, we assume that such discretion will be exercised in good faith and
                                         in a commercially reasonable manner.



 


		(n)	We
                                         express no opinion with respect to Section 9.14 of the Credit Agreement.



 


The
foregoing opinion is limited to the laws of the State of New York and the federal laws of the United States of America, except
that we express no opinion as to any law, rule or regulation that is applicable to the Borrower, the Credit Documents or the transactions
contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any
of the Credit Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.


 


This
opinion is delivered to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose
or relied upon by or delivered to any other person without our prior written consent.


 


	Very truly yours,




     


     


    

EXHIBIT D


TO CREDIT AGREEMENT


 


[FORM OF OPINION OF GENERAL COUNSEL, AN
ASSISTANT GENERAL COUNSEL OR CHIEF LEGAL OFFICER]


 


March
29, 2019


 


JPMorgan
Chase Bank, N.A.,





as
Administrative Agent





Loan
and Agency Services Group





1111
Fannin Street, 10th Floor





Houston,
TX 22002-8069


 


and


 


The
Lenders Listed on Schedule 1 Hereto


 


		Re:	Five-Year
                                         Revolving Credit Agreement, dated as of March 29, 2019, among CSX Corporation, as Borrower,
                                         the financial institutions listed on the signature pages thereof as Lenders and JPMorgan
                                         Chase Bank, N.A., as administrative agent.



 


Ladies
and Gentlemen:


 


I
am the Executive Vice President, Chief Legal Officer and Corporate Secretary of CSX Corporation, a Virginia corporation (“Company”),
and have acted in such capacity in connection with that certain Five-Year Revolving Credit Agreement, dated as of March 29, 2019
(the “Credit Agreement”), among the Company, the financial institutions listed on the signature pages thereof as Lenders
(the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”). This opinion is rendered to you in compliance with subsection 4.01(b) of the Credit Agreement. Capitalized terms
used herein without definition have the same meanings as in the Credit Agreement.


 


In
my capacity as such counsel, I have examined the originals, or copies identified to my satisfaction as being true copies of such
records, documents or other instruments as in my judgment are necessary or appropriate to enable me to render the opinions expressed
below. These records, documents and instruments included the following:


 


		(a)	the
                                         Certificate or Articles of Incorporation of Company and of such of its Subsidiaries as
                                         I have deemed necessary or appropriate to enable me to render the opinions expressed
                                         below, as amended to date;



 


		(b)	the
                                         Bylaws of Company and of such of its Subsidiaries as I have deemed necessary or appropriate
                                         to enable me to render the opinions expressed below, as amended to date;



 


		(c)	all
                                         records of proceedings and actions of the Board of Directors of Company relating to the
                                         Credit Agreement; and



 


		(d)	the
                                         Credit Agreement and the exhibits and schedules annexed thereto.



 




     


     


    

As
to questions of fact material to such opinions, I have, when relevant facts were not independently established by me, relied upon
representations made to me by each of the Company and its Subsidiaries (collectively, the “Parties”) (including the
representations of the Company contained in the Credit Agreement). In addition, I have obtained and relied upon such certificates
and assurances from public officials as I have deemed necessary, copies of which have been delivered to the Administrative Agent.


 


In
my review and examination, I have assumed the genuineness of all signatures on original and certified documents except with respect
to the Parties, the authenticity of all documents submitted to me as originals and the conformity to original or certified documents
of all documents submitted to me as conformed or photostatic copies.


 


I
have investigated such questions of law for the purpose of rendering this opinion as I have deemed necessary. I am opining herein
as to the effect on the subject transactions of only United States Federal law, the General Corporation Law of the State of Delaware
and the laws of the Commonwealth of Virginia (the “Subject Laws”).


 


On
the basis of the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth below,
I am of the opinion that:


 


1.   Each
of Company and its Significant Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization, has all requisite corporate power and authority to own and operate its properties and to carry on its business
as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction such qualification
is required.


 


2.   The
Transactions are within the Company’s corporate powers and have been duly authorized by all necessary corporate action of
the Company.


 


3.   The
Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental
Authority under the laws of the Commonwealth of Virginia, except such as have been obtained or made and are in full force and
effect, (b) will not violate any applicable law or regulation under the laws of the Commonwealth of Virginia, or the charter,
bylaws or other organizational documents of the Company or any of its Subsidiaries or any order of any Governmental Authority
under the Subject Laws, (c) will not violate or result in a default under any indenture, agreement or other instrument binding
upon the Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any material payment
to be made by the Company or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any
material asset of the Company or any of its Subsidiaries.


 


4.   There
is no pending litigation or administrative proceeding or other legal or regulatory development that would be reasonably likely
to result in a Material Adverse Effect or to materially adversely affect the rights and remedies of the Lenders under the Credit
Agreement.


 


5.   Neither
the Company nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as amended.


 




     


     


    

The
opinions expressed herein are subject to the following qualifications and comments:


 


(a)   My
opinions in paragraph 3 above as to compliance with certain statutes, rules and regulations are based upon a review of those statutes,
rules and regulations which, in my experience, are normally applicable to transactions of the same type as the Transactions, and
statutes, rules and regulations applicable to corporations conducting businesses similar to those conducted by the Parties.


 


(b)   To
the extent that the obligations of any Party may be dependent upon such matters, I have assumed for purposes of this opinion,
other than with respect to any Party, that each additional party to the agreements and contracts referred to herein is duly organized,
validly existing and in good standing under the laws of its jurisdiction of incorporation; that each such other party has the
requisite corporate or other organizational power and authority to perform its obligations under such agreements and contracts,
as applicable; and that such agreements and contracts have been duly authorized, executed and delivered by, and each of them constitutes
the legally valid and binding obligation of, such other parties, as applicable, enforceable against such other parties in accordance
with their respective terms. Except as expressly covered in this opinion, I am not expressing any opinion as to the effect of
compliance by any Lender with any state or federal laws or regulations applicable to the Transactions because of the nature of
any of its businesses.


 


This
opinion is rendered only to the Administrative Agent and Lenders and is solely for their benefit in connection with the Transactions.
This opinion may not be relied upon by the Administrative Agent or Lenders for any other purpose, or quoted to or relied upon
by any other person, firm or corporation for any purpose without my prior written consent. Finally, I do not undertake to advise
you of any changes in the matters addressed herein which may come to my attention after the date hereof.


 


	 	Very
    truly yours,
	 	 
	 	 
	 	Nathan
    D. Goldman




     


     


    

EXHIBIT E


TO CREDIT AGREEMENT


 


[FORM OF COMMITMENT INCREASE SUPPLEMENT]


 


COMMITMENT INCREASE SUPPLEMENT


 


COMMITMENT INCREASE SUPPLEMENT, dated _________________
(this “Supplement”), to the Five-Year Revolving Credit Agreement dated as of March 29, 2019 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among CSX Corporation (the “Borrower”),
the lenders listed on the signature pages thereof (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative
Agent for the Lenders (in such capacity, the “Administrative Agent”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to Section 2.02(e) of the
Credit Agreement, the Borrower has the right, subject to the terms and conditions thereof, to effectuate from time to time an increase
in the aggregate Commitments under the Credit Agreement by requesting any Lender to increase the amount of its Commitment;


 


WHEREAS, the Borrower has given notice to
the Administrative Agent of its intention to increase the aggregate Commitments pursuant to such Section 2.02(e); and


 


WHEREAS, pursuant to Section 2.02(e) of the
Credit Agreement, the undersigned Increasing Lender now desires to increase the amount of its Commitment under the Credit Agreement
by executing and delivering to the Borrower and the Administrative Agent this Supplement;


 


NOW THEREFORE, each of the parties hereto
hereby agrees as follows:


 


1.   The
undersigned Increasing Lender agrees, subject to the terms and conditions of the Credit Agreement, that on the date of this Supplement
it shall have its Commitment increased by $________, thereby making the aggregate amount of its total Commitment equal to $_______________.


 


2.   The
Borrower hereby represents and warrants that the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement
are satisfied on and as of the date hereof.


 


3.   Terms
defined in the Credit Agreement shall have their defined meanings when used herein.


 


4.   The
undersigned Increasing Lender may not assign any of its rights and obligations under this Supplement except in accordance with
the provisions of Section 9.04(b) of the Credit Agreement.


 


5.   This
Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.


 




     


     


    

6.   This
Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.


 


[remainder of this page
intentionally left blank]


 




     


     


    

IN WITNESS WHEREOF, each of the undersigned
has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.


 


	 	[INSERT NAME OF INCREASING LENDER]
	 	 	 
	 	 	 
	 	By: 	________________________________
	 	Name:	 
	 	Title:	 


Accepted and agreed to as of the date first written above:


 


CSX CORPORATION


 


	By:	____________________________	 
	 	Name:	 
	 	Title:	 


 


 


 


Acknowledged as of the date first written above:


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


 


	By:	____________________________	 
	 	Name:	 
	 	Title:	 




     


     


    

EXHIBIT F

TO CREDIT AGREEMENT


 


[FORM OF AUGMENTING LENDER SUPPLEMENT]


 


AUGMENTING LENDER SUPPLEMENT


 


AUGMENTING LENDER SUPPLEMENT, dated _________________
(this “Supplement”), to the Five-Year Revolving Credit Agreement dated as of March 29, 2019 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among CSX Corporation (the “Borrower”),
the lenders listed on the signature pages thereof and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (in such
capacity, the “Administrative Agent”).


 


W I T N E S S E T H:


 


WHEREAS, the Credit Agreement provides in
Section 2.02(e) thereof that any bank, financial institution or other entity may extend Commitments under the Credit Agreement
subject to the approval of the Borrower, each Issuing Bank and the Administrative Agent, by executing and delivering to the Borrower
and the Administrative Agent a supplement to the Credit Agreement in substantially the form of this Supplement; and


 


WHEREAS, the undersigned Augmenting Lender
was not an original party to the Credit Agreement but now desires to become a party thereto;


 


NOW, THEREFORE, each of the parties hereto
hereby agrees as follows:


 




     


     


    

1.   The
undersigned Augmenting Lender agrees to be bound by the provisions of the Credit Agreement and agrees that it shall, on the date
of this Supplement, become a Lender for all purposes of the Credit Agreement to the same extent as if originally a party thereto,
with a Commitment of $________________.


 


2.   The
undersigned Augmenting Lender (a) represents and warrants that it is legally authorized to enter into this Supplement; (b) confirms
that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered or
made available pursuant to Section 5.01 thereof, as applicable, and has reviewed such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (c) agrees that it will, independently
and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement,
any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement,
any other Loan Document or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative
Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions
of the Credit Agreement and any other Loan Document to which it is a party and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement or any other Loan Document are required to be performed by it as a Lender.


 


3.   The
undersigned’s address for notices for the purposes of the Credit Agreement is as follows:


 


[FILL IN ADDRESS]


 


4.   The
Borrower hereby represents and warrants that the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement
are satisfied on and as of the date hereof.


 


5.   Terms
defined in the Credit Agreement shall have their defined meanings when used herein.


 


6.   The
undersigned Augmenting Lender may not assign any of its rights and obligations under this Supplement except in accordance with
the provisions of Section 9.04(b) of the Credit Agreement.


 


7.   This
Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.


 


8.   This
Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.


 


[remainder of this page
intentionally left blank]


 




     


     


    

IN WITNESS WHEREOF, each of the undersigned
has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.


 


	 	[INSERT NAME OF AUGMENTING LENDER]
	 	 	 	 
	 	 	 	 
	 	By:	_______________________________
	 	 	Name:	 
	 	 	Title:	 


 


 


Accepted and agreed to as of the date first written above:


 


CSX CORPORATION


 


	By:	____________________________	 
	 	Name:	 
	 	Title:	 


 


 


 


 


Acknowledged as of the date first written above:


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


 


	By:	____________________________	 
	 	Name:	 
	 	Title:	 




     


     


    

EXHIBIT G-1


 


FORM OF

U.S. TAX CERTIFICATE


 


(For Non-U.S. Lenders That Are Not
Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is made to the Five-Year Revolving
Credit Agreement, dated as of March 29, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among CSX Corporation (the “Borrower”), the Lenders parties thereto and JPMorgan Chase
Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


Pursuant to the provisions of Section 2.16
of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s)
(as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank
within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within
the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower
as described in Section 881(c)(3)(C) of the Code and (v) the interest payments in question are not effectively connected
with the undersigned's conduct of a U.S. trade or business.


 


The undersigned has furnished the Administrative
Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable.
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the
undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times
furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the
calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


IN WITNESS WHEREOF, the undersigned has
duly executed this certificate.


 


[NAME OF LENDER]


 


	By:	____________________________	 
	 	Name:	 
	 	Title:	 


 


 


 


Date: ___________, 20__


 




     


     


    

EXHIBIT G-2


 


FORM OF

U.S. TAX CERTIFICATE


 


(For Non-U.S. Participants That Are
Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is made to the Five-Year Revolving
Credit Agreement, dated as of March 29, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among CSX Corporation (the “Borrower”), the Lenders parties thereto and JPMorgan Chase
Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


Pursuant to the provisions of Section 2.16
of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation
in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the
Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code, and (v) the interest payments in question are not effectively connected with the undersigned's conduct of a U.S. trade
or business.


 


The undersigned has furnished its participating
Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with
a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the
undersigned, or in either of the two calendar years preceding such payments.


 


IN WITNESS WHEREOF, the undersigned has
duly executed this certificate.


 


[NAME OF PARTICIPANT]


 


 


	By:	____________________________	 
	 	Name:	 
	 	Title:	 


 


 


 


Date: ___________, 20__


 




     


     


    

EXHIBIT G-3


 


FORM OF

U.S. TAX CERTIFICATE


 


(For Non-U.S. Participants That Are
Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is made to the Five-Year Revolving
Credit Agreement, dated as of March 29, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among CSX Corporation (the “Borrower”), the Lenders parties thereto and JPMorgan Chase
Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


Pursuant to the provisions of Section 2.16
of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect
of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such
participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the
meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members is
a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest
payments in question are not effectively connected with the undersigned's or its direct or indirect partners/members' conduct of
a U.S. trade or business.


 


The undersigned has furnished its participating
Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members claiming the portfolio
interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS
Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners claiming the
portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this
certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished
such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is
to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


IN WITNESS WHEREOF, the undersigned has
duly executed this certificate.


 


[NAME OF PARTICIPANT]


 


	By:	____________________________	 
	 	Name:	 
	 	Title:	 


 


 


 


Date: ___________, 20__


 




     


     


    

EXHIBIT G-4


 


FORM OF

U.S. TAX CERTIFICATE


 


(For Non-U.S. Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is made to the Five-Year Revolving
Credit Agreement, dated as of March 29, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among CSX Corporation (the “Borrower”), the Lenders parties thereto and JPMorgan Chase
Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


Pursuant to the provisions of Section 2.16
of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as
any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members
are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the
extension of credit pursuant to this Credit Agreement, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the
meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its direct or indirect partners/members
is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the
interest payments in question are not effectively connected with the undersigned's or its direct or indirect partners/members'
conduct of a U.S. trade or business.


 


The undersigned has furnished the Administrative
Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members claiming
the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied
by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners claiming
the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided
on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the
undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments


 


IN WITNESS WHEREOF, the undersigned has
duly executed this certificate.


 


[NAME OF LENDER]


 


 


	By:	____________________________	 
	 	Name:	 
	 	Title:	 


 


 


 


Date: ___________, 20__


 




     


     


    

EXHIBIT H


 


FORM OF

COMPLIANCE CERTIFICATE


 


This Compliance Certificate is delivered pursuant
to Section 5.01(c) of the Credit Agreement, dated as of March 29, 2019 (as amended, supplemented or otherwise modified from time
to time (the “Credit Agreement”), among CSX Corporation (the “Borrower”), the Lenders party
thereto and JP Morgan Chase Bank N.A., as administrative agent (in such capacity, the “Administrative Agent”).
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.


 


		1.	I am the duly elected, qualified and acting Chief Financial Officer of the Borrower.



 


		2.	I have reviewed and am familiar with the contents of this Certificate.



 


		3.	I have reviewed the terms of the Credit Agreement and the Loan Documents and have made or caused to be made under my supervision,
a review in reasonable detail of the transactions and condition of the Borrower during the accounting period covered by the audited
financial statements attached hereto as Attachment 1 (the “Financial Statements”). Such review did not
disclose the existence during or at the end of the accounting period covered by the Financial Statements, and I have no knowledge
of the existence, as of the date of this Certificate, of any condition or event which constitutes a Default or Event of Default
[, except as set forth below5].



 


		4.	Attached hereto as Attachment 2 are the calculations, set forth in reasonable detail, demonstrating compliance with
the covenant set forth in Section 6.05 of the Credit Agreement.



 


		5.	Since December 31, 2018, there has been no change in GAAP or in the application thereof [, except as set forth below6].



 


IN WITNESS WHEREOF, I have executed this Certificate
this _____ day of ___________, 20__.


 


____


 


	 	____________________________
	 	Name:
	 	Title:



 


 


 





 



5
Specify the details relating to such Default or Event of Default and any action taken or proposed action to be taken with respect
thereof.


 


6
Specify the effect of such change on the Financial Statements.




     


     


    

Attachment 1

to Compliance Certificate


 


[Attach Financial Statements]


 




     


     


    

Attachment 2

to Compliance Certificate


 


The information described herein is as of
____________, ____, and pertains to the period from ____________, ____ to ________________, ____.


 


 


 


[Set forth Covenant Calculations]


 


 


 


Form of Covenant Calculations to be substantially
similar to the calculations attached hereto as Annex I to this Attachment 2.


 




     


     


    

Annex I to Attachment 2

to Compliance Certificate


 


[See next page]


 


 


 


 


 


 


 






     


     


    




FINANCIAL OFFICER'S CERTIFICATE


 


The undersigned, Sean Pelkey,
Vice President- Treasurer of CSX Corporation, a Virginia corporation (the ''Borrower"), hereby certifies as follows:


 


		1.	I am a "Financial Officer" as the term is defined in that certain Five-Year Revolving
Credit Agreement, dated as of May 21, 2015, among CSX CORPORATION, a Virginia corporation, as Borrower, the LENDERS party hereto,
CITIBANK, N.A., CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, MIZUHO BANK, LTD. and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Syndication
Agents, MORGAN STANLEY SENIOR FUNDING, INC., PNC BANK, NATIONAL ASSOCIATION, THE NORTHERN TRUST COMPANY and UBS SECURITIES LLC,
as Documentation Agents, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the "Credit Agreement'').



 


		2.	This Certificate is being delivered pursuant to Section 5.0l(c) of the Credit Agreement. All capitalized
terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.



 


		3.	As ofthe date hereof:



 


		(i)	To the best of my knowledge, no Default has occurred and is continuing.



 


		(ii)	The following calculations demonstrate the Borrower's compliance with Section 6.05
of the Credit Agreement:



 


	 	 	(Dollars in Millions)
	Total Debt	 	 	 	 	 	$	13,781	 
	Total Capitalization	 	 	 	 	 	 	 	 
	Total Debt	 	$	13,781	 	 	 	 	 
	Total Shareholders' Equity	 	 	17,850	 	 	 	31,631	 
	 	 	 	 	 	 	 	 	 
	Ratio of Total Debt to Total Capitalization:	 	 	 	 	 	 	0.436 (43.6%)	 




 


 

		(iii)	Except as previously reported, no other change in GAAP or the application thereof has occurred since
the date of the audited financials referred to in Section 3.04 of the Credit Agreement.



 


	Date: September 30, 2018	By:	/s/ Sean Pelkey
	 	 	
        Sean Pelkey

        

        Vice President- Treasurer