ex4-4.htm


     

    Exhibit
      4.4

     

    
       

      
        
          

        

      

       

      CSX
        TRANSPORTATION, INC., as Issuer

       

      CSX
        CORPORATION, as Guarantor

       

      AND

       

      THE
        BANK
        OF NEW YORK TRUST COMPANY, N.A.,
Trustee

       

      _________________

       

      FIRST
        SUPPLEMENTAL

      INDENTURE

       

      Dated
        as
        of December 13, 2007

      _________________

       

       

       

       

      6.251%
        Secured Equipment Notes due 2023

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      FIRST
        SUPPLEMENTAL INDENTURE dated as
        of December 13, 2007 among CSX Transportation, Inc., a Virginia corporation
        (the
“Company”), CSX Corporation, a Virginia corporation (the
“Guarantor”), and The Bank of New York Trust Company, N.A., a national
        banking association, Trustee (the “Trustee”).

       

      RECITALS
        OF THE COMPANY

       

      WHEREAS,
        the Company has heretofore
        executed and delivered to the Trustee a certain indenture, dated as of December
        13, 2007 (such indenture being herein referred to as the “Base
        Indenture”; the Base Indenture, as supplemented hereby, is herein called the
“Indenture”), pursuant to which one or more series of debentures, notes
        or other evidences of indebtedness of the Company (herein called the
“Securities”), may be issued from time to time;

       

      WHEREAS,
        Sections 901(4), 901(10) and
        901(11) of the Base Indenture provide that the Company, when authorized by
        a
        Board Resolution, the Guarantor and the Trustee may at any time and from
        time to
        time enter into one or more indentures supplemental to the Base Indenture
        for
        the purpose, among other things, of (i) establishing the form or terms
        of Securities of any series and any related coupons as permitted by
        Sections 201 and 301 of the Base Indenture, (ii) securing the Securities
        and
        (iii) issuing a Guarantee with respect to the Securities of any
        series;

       

      WHEREAS,
        the Company desires to issue
        and has duly authorized the execution and delivery of this first supplemental
        indenture (the “First Supplemental Indenture”) to provide for the
        issuance of a series of securities to be designated the 6.251% Secured Equipment
        Notes due 2023 (the “Equipment Notes”), to be guaranteed as to the
        payment of principal, premium and interest by the Guarantor;

       

      WHEREAS,
        the Guarantor has duly
        authorized the execution and delivery of this First Supplemental Indenture
        as
        guarantor of the Equipment Notes, and Guarantor has done all things necessary
        to
        make the Guarantee, when the Securities are executed by the Company and
        authenticated and delivered by the Trustee and duly issued by the Company,
        the
        valid obligations of Guarantor as hereinafter provided;

       

      WHEREAS,
        the Company and the Guarantor,
        pursuant to the foregoing authority, propose in and by this First Supplemental
        Indenture to amend and supplement the Base Indenture to, among other things,
        provide for (i) the issuance by the Company of the Equipment Notes, (ii)
        the
        guarantee by the Guarantor of the Company’s obligations in respect of the
        Equipment Notes and under the Indenture, and (iii) the assignment, mortgage
        and
        pledge by the Company to the Trustee, as part of the Indenture Estate hereunder,
        among other things, of, and the grant of a security interest in, all of the
        Company’s right, title and interest in and to the Items of Equipment, in
        accordance with the terms hereof, in trust, as security for, among other
        things,
        the Company’s obligations to the Holders of the Equipment Notes for the equal
        and ratable benefit of such Holders;

       

      WHEREAS,
        the Company and the Guarantor
        propose to make the terms, provisions and conditions of this First Supplemental
        Indenture applicable to the issuance of the Equipment Notes; and

       

      WHEREAS,
        all things necessary to make
        this First Supplemental Indenture a valid agreement of the Company, the
        Guarantor and the Trustee and a valid amendment of and supplement to the
        Base
        Indenture have been done.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

       

      GRANTING
        CLAUSE

       

      NOW,
        THEREFORE, THIS FIRST SUPPLEMENTAL
        INDENTURE WITNESSETH that, to secure the prompt payment of the principal
        of and
        interest and premium, if any, on and all other amounts due with respect to,
        the
        Equipment Notes from time to time outstanding hereunder and the performance
        and
        observance by the Company of all the agreements, covenants and provisions
        herein
        and in the Equipment Notes all for the benefit of the Holders of the Equipment
        Notes, and for the uses and purposes and subject to the terms and provisions
        hereof, and in consideration of the premises and of the covenants herein
        contained, the Company does hereby sell, assign, transfer, convey, mortgage,
        pledge and confirm unto the Trustee, its successors and assigns, for the
        security and benefit of the Holders of the Equipment Notes from time to time,
        a
        first priority security interest in and mortgage lien on all right, title
        and
        interest of the Company in and to the following described property, rights,
        interests and privileges (which collectively, including all property hereafter
        specifically subjected to the Lien of this Indenture by any instrument
        supplemental hereto, being herein called the “Indenture Estate”), to
        wit:

       

      a.           all
        Items of Equipment including, without limitation, all additions, alterations
        or
        modifications thereto or replacements of any part thereof, whenever made
        or
        performed or acquired and all other items of tangible personal property of
        any
        kind acquired by the Company in connection with the acquisition of the Items
        of
        Equipment, in each case whether acquired at the time of acquisition of the
        Items
        of Equipment or thereafter acquired pursuant to this Indenture or
        otherwise;

       

      b.           all
        monies and securities now or hereafter paid or deposited or required to be
        paid
        or deposited with the Trustee pursuant to any provision of this Indenture,
        or
        required to be held by the Trustee hereunder or thereunder; and

       

      c.           all
        right, title and interest of the Company in and to all proceeds, rents, issues,
        profits, products, revenues and other income, from and on account of the
        property, rights and privileges subjected or required to be subjected to
        the
        Lien of this Indenture.

       

      TO
        HAVE AND TO HOLD all and singular
        the aforesaid property unto the Trustee, its successors and assigns, in trust
        for the benefit and security of the Holders of the Equipment Notes from time
        to
        time, without any priority of any one Equipment Note over any other Equipment
        Note, and for the uses and purposes, and subject to the terms and provisions,
        set forth in this First Supplemental Indenture.

       

      UPON
        CONDITION that, unless and until
        an Event of Default shall have occurred and be continuing, the Company shall
        be
        permitted, to the exclusion of the Trustee and all other persons, to possess
        and
        use the Indenture Estate and exercise all rights with respect
        thereto.

       

      It
        is expressly agreed that anything
        herein contained to the contrary notwithstanding, the Company shall remain
        liable under each of the Operative Documents to which it is a party to perform
        all of the obligations, if any, assumed by it thereunder, all in accordance
        with
        and pursuant to the terms and provisions thereof, and the Trustee and the
        Holders shall have no obligation or liability under any of the Operative
        Documents to which the Company is a party by reason of or arising out of
        this
        assignment, nor shall the Trustee or the Holders of Equipment Notes be required
        or obligated in any manner to perform or fulfill any obligations of the Company
        under or pursuant to any of the Operative Documents to which the Company
        is a
        party or, except as herein expressly provided, to make any payment, or to
        make
        any inquiry as to the nature or sufficiency of any payment received by it,
        or
        present or file any claim, or take any action to collect or enforce the payment
        of any amounts which may have been assigned to it or to which it may be entitled
        at any time or times.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      The
        Company does hereby constitute the
        Trustee the true and lawful attorney of the Company, irrevocably, with full
        power (in the name of the Company or otherwise) to ask, require, demand,
        receive, compound and give acquittance for any and all money and claims for
        money due and to become due to the Company which are part of the Indenture
        Estate, to endorse any checks or other instruments or orders in connection
        therewith and to file any notices or claims or take any action or institute
        any
        proceedings which the Trustee may deem to be necessary or advisable in the
        premises to enable the Trustee to fulfill its duties under the
        Indenture.

       

      The
        Company agrees that at any time and
        from time to time, the Company will promptly and duly execute, deliver and
        file
        or cause to be executed, delivered and filed any and all such further
        instruments and documents as may be necessary or as the Trustee may reasonably
        request in order to obtain the full benefits of this assignment and of the
        rights and powers herein granted.

       

      The
        Company does hereby warrant and
        represent that it has not assigned or pledged, and hereby covenants that
        it will
        not assign or pledge, so long as the assignment hereunder shall remain in
        effect, any of its right, title or interest hereby assigned to anyone other
        than
        the Trustee and that it will not, except as provided in or permitted by this
        Indenture, accept any payment constituting part of the Indenture Estate or
        enter
        into an agreement amending or supplementing any of the Operative Documents,
        execute any waiver or modification of, or consent under the terms of any
        of the
        Operative Documents, settle or compromise any claim arising under any of
        the
        Operative Documents, or submit or consent to the submission of any dispute,
        difference or other matter arising under or in respect of any of the Operative
        Documents to arbitration thereunder.

       

      NOW,
        THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

       

      For
        and in consideration of the
        premises and the purchase of the Equipment Notes by the Holders thereof and
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, it is mutually covenanted and agreed as
        follows:

       

      ARTICLE
        ONE

       

      RELATION
        TO INDENTURE; DEFINITIONS

       

      Section
        1.1  Definitions.  For all purposes of this
        First Supplemental Indenture:

       

      (a)           Capitalized
        terms used herein without definition shall have the meanings specified in
        the
        Base Indenture, unless otherwise defined in this First Supplemental Indenture,
        in which case definitions set forth in this First Supplemental Indenture
        shall
        govern; and

       

      (b)           The
        terms “herein,” “hereof,” “hereunder” and other words of similar import refer to
        this First Supplemental Indenture.

       

      (c)           All
        references herein to Articles and Sections, unless otherwise specified, refer
        to
        the corresponding Articles and Sections of this First Supplemental Indenture;
        and

       

      (d)           All
        other terms used in this First Supplemental Indenture, which are defined
        in the
        Trust Indenture Act or which are by reference therein defined in the Securities
        Act (except as herein otherwise expressly provided or unless the context
        otherwise requires) shall have the meanings assigned to such terms in said
        Trust
        Indenture Act and in said Securities Act as in force at the date of the
        execution of this First Supplemental Indenture.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Affected
        Item of Equipment”
shall have the meaning specified in Section 4.1(a) hereof.

       

      “Applicable
        Laws” shall mean all
        applicable laws (foreign or domestic), treaties, judgments, decrees,
        injunctions, writs and orders of any court, governmental agency or authority
        and
        rules, regulations, orders, directives, licenses and permits of (i) any Federal,
        state or local governmental body, instrumentality, agency or authority,
        including all rules and regulations of the United States Department of
        Transportation, the Federal Railroad Administration (including the Federal
        Railroad Administration Railroad Freight Car Safety Standards) and the STB
        and
        (ii) the Association of American Railroads (including the then applicable
        Interchange Rules and Supplements thereto of the Mechanical Division,
        Association of American Railroads).

       

      “Applicable
        Percentage” shall
        have the meaning specified in Section 4.1(a) hereof.

       

      “Bankruptcy
        Code” shall mean the
        United States Bankruptcy Reform Act of 1978, as amended from time to time,
        11
        U.S.C. § 101 et seq.

       

      “Bill
        of Sale” shall mean, with
        respect to any Item of Equipment, a full warranty bill of sale executed by
        the
        manufacturer thereof in favor of the Company for such Item of Equipment,
        or by
        the manufacturer thereof in favor of the first owner of such Item of Equipment
        who shall thereafter have executed such a Bill of Sale in favor of the
        Company.

       

      “Casualty
        Occurrence” shall mean
        any occurrence specified in Section 5.2 to be a Casualty
        Occurrence.

       

      “Closing
        Date” shall mean
        December 13, 2007.

       

      “Depositary”
shall
        have the
        meaning specified in Section 3.8 hereof.

       

      “Equipment”
shall
        mean
        collectively railroad equipment described in Schedule A hereto and in any
        supplement hereto as applicable, together with any and all accessions,
        additions, improvements and replacements from time to time incorporated or
        installed in any item thereof which are subject to the Lien of the
        Indenture.

       

      “Equipment
        Group” shall mean,
        (a) with respect to each Item of Equipment, the “Group” to which such Item of
        Equipment belongs as specified in Schedule A to this First Supplemental
        Indenture, and (b) with respect to any Item of Equipment subjected to the
        Lien
        of the Indenture pursuant to Section 5.2 or 5.4 hereof in substitution for
        an Item of Equipment that shall have suffered a Casualty Occurrence or shall
        have become worn out or unsuitable for use, the Equipment Group of the Item
        of
        Equipment for which substitution shall then be made.

       

      “Equipment
        Group Redemption
        Amount” shall have the meaning specified in Section 4.1(a)
        hereof.

       

      “Federal
        Funds” shall mean
        unsecured loans of reserve balances at Federal Reserve Banks that depository
        institutions make to one another on an overnight basis.

       

      “Global
        Note” shall have the
        meaning specified in Section 3.8 hereof.

       

      “Guarantee”
means
        the guarantee
        of the Equipment Notes by Guarantor pursuant to Article Nine
        hereof.

       

      
        
          
          

        

        
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      “Guarantor”
has
        the meaning
        specified in the first paragraph of this First Supplemental Indenture and
        includes any successor to Guarantor.

       

      “Indenture
        Estate” shall have
        the meaning specified in the Granting Clause of this First Supplemental
        Indenture.

       

      “Item
        of Equipment” shall mean
        each unit of Equipment then subject to the Lien of the Indenture.

       

      “Maturity
        Date” shall have the
        meaning specified in Section 3.4 hereof.

       

      “Memorandum
        of Indenture” shall
        mean a Memorandum of Indenture substantially in the form attached as Exhibit
        B
        hereto.

       

      “Memorandum
        of Supplemental
        Indenture” shall mean a Memorandum of Supplemental Indenture substantially
        in the form attached as Exhibit C hereto.

       

      “Moody’s”
shall
        mean Moody’s
        Investors Service, Inc. or any successor thereto.

       

      “Operative
        Documents” shall mean
        each of the Indenture and each Bill of Sale.

       

      “Released
        Item of Equipment”
shall have the meaning specified in Section 4.1(b) hereof.

       

      “Replacement
        Funds” shall mean
        any moneys specified in Section 5.4 hereof to be Replacement
        Funds.

       

      “Replacement
        Unit” shall have
        the meaning specified in Section 5.2(b) hereof.

       

      “S&P”
shall
        mean Standard
& Poor’s Ratings Services or any successor thereto.

       

      “Specified
        Investments” shall
        mean (a) direct obligations of the United States of America and agencies
        thereof
        for which the full faith and credit of the United States is pledged, (b)
        obligations fully guaranteed by the United States of America, (c) certificates
        of deposit issued by, or bankers’ acceptances of, or time deposits with, any
        bank, trust company or national banking association incorporated or doing
        business under the laws of the United States of America or one of the States
        thereof having combined capital and surplus and retained earnings of at least
        five hundred million dollars ($500,000,000) (including the Trustee if such
        conditions are met), (d) commercial paper of companies (which may include
        the
        Company or the Guarantor), banks, trust companies or national banking
        associations incorporated or doing business under the laws of the United
        States
        of America or one of the States thereof and in each case having a rating
        assigned to such commercial paper by Standard & Poor’s Ratings Services, a
        division of the McGraw Hill Companies Inc. or Moody’s Investors Service, Inc.
        or, if neither such organization shall rate such commercial paper at any
        time,
        by any nationally recognized rating organization in the United States of
        America) equal to the highest rating assigned by such organization, (e) purchase
        agreements with any financial institution having a combined capital and surplus
        of at least seven hundred fifty million dollars ($750,000,000) fully
        collateralized by obligations of the type described in clauses (a) through
        (d)
        above and (f) money market funds having a rating in the highest investment
        category granted thereto by a recognized credit rating agency at the time
        of
        acquisition, including any fund for which the Trustee or an Affiliate of
        the
        Trustee serves as an investment advisor, administrator, shareholder servicing
        agent, custodian or subcustodian, notwithstanding that (i) the Trustee or
        an
        Affiliate of the Trustee charges and collects fees and expenses from such
        funds
        for services rendered (provided that such charges, fees and expenses are
        on
        terms consistent with terms negotiated at arm’s length) and (ii) the Trustee
        charges and collects fees and expenses for services rendered pursuant to
        the
        Indenture; provided that if all of the above investments are unavailable,
        the
        entire amount to be invested may be used to purchase Federal Funds from an
        entity described in (c) above; and provided further that no investment shall
        be
        eligible as a “Specified Investment” unless the final maturity or date of return
        of such investment is 91 days or less from the date of purchase
        thereof.

       

      
        
          
          

        

        
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      “STB”
shall
        mean the Surface
        Transportation Board of the United States Department of Transportation and
        any
        agency or instrumentality of the United States government succeeding to its
        functions.

       

      ARTICLE
        TWO

       

      SCOPES
        OF
        APPLICABILITY

       

      Section
        2.1  Applicability of This First Supplemental
        Indenture.  Except as otherwise provided herein, the provisions of
        this First Supplemental Indenture shall be applicable, and the Base Indenture
        is
        hereby amended and supplemented as specified herein, solely with respect
        to the
        Equipment Notes and not with respect to any other series of Securities to
        be
        issued under the Base Indenture, unless such series of Securities is being
        issued after the date hereof and reference the applicability of this First
        Supplemental Indenture in the Officers’ Certificate pursuant to Section 301 of
        the Base Indenture which establishes the terms of such series.

       

      Section
        2.2  Applicability of Base Indenture.  Except
        as otherwise provided herein, the Equipment Notes shall be subject to the
        provisions of the Base Indenture.

       

      Section
        2.3  First Supplemental Indenture Shall
        Govern.  In the event of a conflict between any provisions of the
        Base Indenture and this First Supplemental Indenture, the relevant provision
        or
        provisions of this First Supplemental Indenture shall govern.

       

      ARTICLE
        THREE

       

      GENERAL
        TERMS AND CONDITIONS OF THE NOTES

       

      There
        is hereby established a series of
        Securities pursuant to the Indenture with the following terms:

       

      Section
        3.1  Title of the Securities.  The series of
        Securities shall be designated the 6.251% Secured Equipment Notes due
        2023.

       

      Section
        3.2  Form of Equipment Notes.  The Equipment
        Notes and Trustee’s certificate of authentication to be borne by such Equipment
        Notes shall be substantially in the form set forth in Exhibit A
        hereto.

       

      Section
        3.3  Aggregate Principal Amount.  The
        Equipment Notes will be initially issued in an aggregate principal amount
        of
        $380,821,000, payable in installments as set forth in the form of Equipment
        Notes attached hereto as Exhibit A.

       

      Section
        3.4  Maturity Date.  The date on which the
        Equipment Notes shall mature is January 15, 2023 (the “Maturity
        Date”).

       

      Section
        3.5  Interest.  The Equipment Notes will bear
        interest from the Closing Date, or from the most recent interest payment
        date to
        which interest has been paid or duly provided for, at a rate of 6.251% per
        annum, payable semi-annually on January 15 and July 15 of each year, commencing
        July 15, 2008.  The Regular Record Date for interest payable on any
        Equipment Note is the close of business on the January 1 or July 1 immediately
        preceding the applicable Interest Payment Date, whether or not that day is
        a
        Business Day. The Company will compute interest on the basis of a 360-day
        year
        consisting of twelve 30-day months.

       

      
        
          
          

        

        
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      Section
        3.6  Application of Payments to Principal Amount and
        Interest.  Except after the occurrence and during the continuance
        of an Event of Default, in the case of each Equipment Note, each payment
        of
        principal thereof and premium, if any, and interest thereon shall be applied,
        first, to the payment of accrued but unpaid interest on such Equipment Note
        then
        due thereunder (as well as any interest on any overdue principal amount)
        and (to
        the extent permitted by law) any overdue premium, if any, any overdue interest
        and any other overdue amounts thereunder to the date of such payment, second,
        to
        the payment of any premium then due thereon, and third, to the payment of
        the
        principal amount of such Equipment Note then due thereunder.

       

      Section
        3.7  Issuance Price.  The purchase price to be
        paid to the Company for the sale of the Equipment Notes pursuant to the terms
        of
        the Underwriting Agreement, dated December 10, 2007, among the Company, the
        Guarantor and Morgan Stanley & Co. Incorporated and Citigroup Global Markets
        Inc., as Representatives of the several Underwriters named in Schedule II
        thereto, shall be 99.35% of the principal amount of the Equipment
        Notes.

       

      Section
        3.8  Global Notes.  The Equipment Notes will
        be represented by one or more Registered Securities in permanent global form
        without Coupons (the “Global Note”).  Each beneficial interest
        in a Global Note is referred to as a book-entry Equipment Note.  Each
        Global Note representing book-entry Equipment Notes will be deposited with
        the
        Trustee, as custodian for, and registered in the name of, a nominee of The
        Depository Trust Company, as depositary, located in the Borough of Manhattan,
        The City of New York (the “Depositary”).  A Holder may register
        the transfer of, or exchange, the Global Note in accordance with the Indenture
        and the Equipment Notes.

       

      Section
        3.9  Authorized Denominations.  The Equipment
        Notes shall be issuable in denominations of $2,000 and integral multiples
        of
        $1,000 in excess thereof.

       

      Section
        3.10  Release of Property.  With respect to
        each Item of Equipment, this Indenture shall terminate without further action
        and this Indenture shall be of no further force or effect upon the earliest
        to
        occur of (i) the release of such Item of Equipment from the Lien of this
        Indenture by the Trustee pursuant to Section 4.1(a), 4.1(b), 5.2(b) or 5.4,
        (ii)
        the payment in full of the principal amount of, interest and any premium
        on, all
        Equipment Notes outstanding hereunder and all other sums payable to the Trustee
        and the Holders of the Equipment Notes hereunder and under such Equipment
        Notes,
        and (iii) the date on which all conditions to the defeasance of the Equipment
        Notes under Section 402 of the Base Indenture are satisfied.  The
        Trustee shall, upon the written request and at the expense of the Company,
        execute and deliver to the Person(s) specified by the Company, a release
        (in due
        form for recording) substantially in the form set forth in Exhibit D hereof
        furnished by the Company or such Person(s) to the Trustee, releasing the
        appropriate Items of Equipment from the Lien of this Indenture.

       

      Section
        3.11  Defeasance and Covenant Defeasance.

       

      (a)           Defeasance.

       

      (1)           Pursuant
        to Section 301 of the Base Indenture, the Equipment Notes shall be subject
        to
        defeasance pursuant to Section 402(2) of the Base Indenture subject to Section
        3.11(a)(2) hereof.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (2)           In
        addition to the conditions to be satisfied prior to effecting a defeasance
        pursuant to Section 402(2) of the Base Indenture that are set forth in Section
        402(4) of the Base Indenture, the Company shall not effect a defeasance of
        the
        Equipment Notes unless the Company first delivers to the Trustee a letter
        from
        each of Moody’s and S&P stating that immediately after giving effect to such
        defeasance its ratings of the Equipment Notes will not be withdrawn, suspended
        or reduced from the ratings in effect immediately before such
        defeasance.

       

      (b)           Covenant
        Defeasance.  Pursuant to Section 301 of the Base Indenture and for the
        avoidance of doubt, the Equipment Notes shall not be subject to covenant
        defeasance pursuant to Section 402(3) of the Base Indenture.

       

      ARTICLE
        FOUR

       

      REDEMPTION

       

      Section
        4.1  Equipment Notes Subject to
        Redemption.  The Equipment Notes shall, in the manner specified
        and subject to the provisions set forth in this Article Four, be redeemable
        as
        follows:

       

      (a)           Redemption
        upon Casualty Occurrence or Obsolescence.  Each Equipment Note shall
        be redeemed in part following (i) a Casualty Occurrence with respect to an
        Item of Equipment if such Item of Equipment is not replaced pursuant to Section
        5.2(b) hereof or (ii) the occurrence of an event described in the first
        paragraph of Section 5.4 hereof with respect to an Item of Equipment upon a
        Company Request if such Item of Equipment is not replaced pursuant to
        Section 5.4 hereof (each Item of Equipment described in clause (i)
        or (ii), an “Affected Item of Equipment”), on the date payment in
        cash is required pursuant to Section 5.2 or Section 5.4 hereof, at a
        redemption price equal to the sum of (1) as to principal thereof, an amount
        equal to the sum of the Equipment Group Redemption Amounts for all Equipment
        Groups to which the Affected Items of Equipment belong, and (2) as to
        interest, the interest accrued and unpaid in respect of the principal amount
        to
        be redeemed pursuant to clause (1) above on the date of such redemption.
        Any redemption resulting from a Casualty Occurrence shall not require the
        payment of any premium.  Any redemption resulting from the occurrence
        of an event described in the first paragraph of Section 5.4 hereof shall
        require the payment of premium, if any, in the amount specified in
        Section 4.2 hereof.

       

      “Equipment
        Group Redemption
        Amount” means, for any Equipment Group, the product derived by multiplying
        (x) the Applicable Percentage (as defined below) for such Equipment Group
        by (y) the sum of the portions of the remaining scheduled installments of
        principal attributable to the Equipment Group (the portions of the scheduled
        principal installments attributable to each Equipment Group as of the Closing
        Date are set forth in Schedule B hereto).

       

      “Applicable
        Percentage” means,
        for any Equipment Group in the case of any partial redemption of the Equipment
        Notes, the quotient derived by dividing (x) the number of Affected Items
        of
        Equipment, in the case of partial redemption pursuant to Section 4.1(a),
        or
        Released Items of Equipment, in the case of partial redemption pursuant to
        Section 4.1(b), belonging to such Equipment Group by (y) the total number
        of
        Items of Equipment belonging to such Equipment Group on the Closing
        Date.

       

      The
        scheduled installment of principal
        on the Equipment Notes (which as of the Closing Date are set forth in Schedule
        A
        to the Equipment Note, as such Schedule A may be replaced from time to time
        pursuant to the immediately following paragraph) on each payment date occurring
        after a redemption pursuant to this Section 4.1 shall be reduced by the sum
        for
        all Equipment Groups to which an Affected Item of Equipment belongs of the
        products of (w) the Applicable Percentage for each such Equipment Group
        multiplied by (x) the portion of such scheduled installment of principal
        for
        such payment date attributable to such Equipment Group (which as of the Closing
        Date is set forth in Schedule B hereto).

       

      
        
          
          

        

        
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      In
        the event of any redemption of
        Equipment Notes pursuant to this Section 4.1(a) or Section 4.1(b) below,
        the
        Company shall provide the Trustee with an Officers’ Certificate calculating (i)
        the Applicable Percentage for each affected Equipment Group, (ii) the Equipment
        Group Redemption Amount for each affected Equipment Group, (iii) the total
        principal amount of Equipment Notes to be redeemed and (iv) the amounts of
        the
        scheduled principal installments to be reduced (and the payment dates affected)
        as a result of the redemption and attaching a revised schedule of remaining
        principal installments and pool factors, which revised Schedule shall replace
        Schedule A to the Equipment Note as then in effect, and the Trustee will
        be
        entitled to rely on such Officers’ Certificate.

       

      Upon
        the redemption of any Equipment
        Notes pursuant to this Section 4.1(a) as the result of a Casualty Occurence,
        the
        Trustee shall, in accordance with Section 3.10, release from the Lien of
        the
        Indenture the Affected Items of Equipment in respect of which such Casualty
        Occurrence has occurred and specified by the Company in the Officers’
Certificate delivered pursuant to the first sentence of Section 5.2(b), and
        the
        Trustee shall execute and deliver all documents reasonably requested by the
        Company to effect and evidence such release.

       

      (b)           Optional
        Redemption.  Equipment Notes may be redeemed in whole or in part upon
        a Company Request at any time on a date selected by the Company at a redemption
        price equal to the unpaid principal amount thereof together with accrued
        and
        unpaid interest thereon to the date of such redemption, plus premium in the
        amount specified in Section 4.2 hereof, if any, applicable in respect of
        the
        principal amount to be redeemed.

       

      If
        the Equipment Notes are redeemed in
        part pursuant to this Section 4.1(b), the Company shall specify in a
        Company Order the Items of Equipment to be released from the Lien of the
        Indenture upon consummation of such redemption (each such Item of Equipment,
        a
“Released Item of Equipment”) and the principal amount of the Equipment
        Notes to be redeemed shall be the aggregate Equipment Group Redemption Amount
        for the Equipment Groups to which such Released Items of Equipment
        belong.  The scheduled installment of principal on the Equipment Notes
        shall be reduced as set forth above in Section 4.1(a) as if the Released
        Items
        of Equipment had suffered a Casualty Occurrence.

       

      Upon
        the redemption of any Equipment
        Notes pursuant to this Section 4.1(b), the Trustee shall, in accordance
        with Section 3.10, release from the Lien of the Indenture the Released Items
        of
        Equipment specified by the Company in the Company Order delivered pursuant
        to
        the preceding paragraph, and the Trustee shall execute and deliver all documents
        reasonably requested by the Company to effect and evidence such
        release.

       

      Section
        4.2  Premium.  To the extent premium is
        payable with respect to the principal amount of any Equipment Notes to be
        redeemed pursuant to Section 4.1 hereof, such premium shall be equal to the
        amount that an independent investment banking institution of national standing
        appointed by the Company determines as of the third Business Day prior to
        the
        date for such redemption to equal the excess, if any, of (i) the sum of the
        present values of all the remaining scheduled payments of principal to be
        reduced in connection with such redemption and interest that would be payable
        on
        such principal to be reduced from (but not including) such date for redemption
        to the applicable payment date discounted semiannually on each January 15
        and
        July 15, at a rate equal to the “Treasury Rate” (as defined below) plus 35 basis
        points, based on a 360-day year of twelve 30-day months, over (ii) the aggregate
        unpaid principal amount of such Equipment Notes to be redeemed plus any accrued
        but unpaid interest thereon.  The aggregate unpaid principal amount of
        such Equipment Notes and accrued but unpaid interest for the purposes of
        this
        clause shall be determined after deducting the installments of principal
        and
        interest, if any, due on such date for redemption.  The premium may in
        no event be less than zero.  The Company shall deliver an Officers’
Certificate to the Trustee stating the premium payable on $1,000 in aggregate
        principal amount of Equipment Notes.

       

      
        
          
          

        

        
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      “Treasury
        Rate” means, with
        respect to redemption of an Equipment Note, a per annum rate (expressed as
        a
        semiannual equivalent and as a decimal and, in the case of United States
        Treasury bills, converted to a bond equivalent yield) determined to be the
        per
        annum rate equal to the semiannual yield to maturity for United States Treasury
        securities maturing on the “Average Life Date” (as defined below) of such
        Equipment Note, as determined by interpolation, if necessary, between the
        most
        recent weekly average yields to maturity for two series of United States
        Treasury securities, (A) one maturing as close as possible to, but earlier
        than,
        the Average Life Date of such Equipment Note and (B) the other maturing as
        close
        as possible to, but later than, the Average Life Date of such Equipment Note,
        in
        each case as published as of 10:00 A.M. (New York City time) on the second
        Business Day preceding the scheduled date for redemption on the display
        designated as “Page PX-l” on the Bloomberg Financial Markets (or such other
        display as may replace Page PX-l on the Bloomberg Financial Markets) for
        actively traded U.S. Treasury Securities or if such yields are not reported
        as
        of such time or are not ascertainable, as published in the most recent
        H.15(519). H.15(519) means “Statistical Release H.15(519), Selected Interest
        Rates,” or any successor publication, published by the Board of Governors of the
        Federal Reserve System.  The most recent H.15(519) means the latest
        H.15(519) which is published prior to the close of business on the third
        Business Day preceding the scheduled date for redemption.

       

      “Average
        Life Date” means, with
        respect to any Equipment Note subject to a redemption, the date that follows
        the
        date for redemption by a period equal to the number of days equal to the
        quotient obtained by dividing (a) the sum of the products obtained by
        multiplying (i) the amount of each remaining principal payment on such Equipment
        Note to be redeemed in connection with any such redemption by (ii) the number
        of
        days from and including the date for redemption to but excluding the scheduled
        payment date of such principal payment by (b) the unpaid principal amount
        of
        such Equipment Note to be redeemed.

       

      Section
        4.3  Notice of Redemption.  For purposes of
        this First Supplemental Indenture:

       

      (a)           The
        following provision shall apply with respect to the Equipment Notes in lieu
        of
        the first paragraph of text appearing in Section 1102 of the Base
        Indenture:

       

      The
        election of the Company to redeem
        any Equipment Notes shall be evidenced by or pursuant to a Board
        Resolution.  In case of any redemption of the Company of Equipment
        Notes, the Company shall, not less than 45 days prior to the Redemption Date
        fixed by the Company (unless a shorter notice shall be satisfactory to the
        Trustee), notify the Trustee of such Redemption Date and of the principal
        amount
        of Equipment Notes to be redeemed.

       

      (b)           The
        number “20” appearing in the first sentence of Section 1104 of the Base
        Indenture shall be deleted and replaced with “30”.

       

      
        
          
          

        

        
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      ARTICLE
        FIVE

       

      ADDITIONAL
        COVENANTS

       

      In
        addition to the covenants set forth
        in Article Seven of the Base Indenture, the following covenants shall be
        applicable with respect to the Equipment Notes:

       

      Section
        5.1  Marking of Equipment; Permissible
        Markings.  With respect to each Item of Equipment subject to the
        Lien of this Indenture on the Closing Date, the Company has caused and, on
        or
        prior to the date on which a supplement to this First Supplemental Indenture
        is
        executed and delivered in respect of a Replacement Unit pursuant to Section
        5.2
        or 5.4, the Company shall cause each Item of Equipment to be numbered with
        the
        reporting mark, if any, and identification number listed in Schedule A
        hereto.  The Company shall not change the identification number of any
        Item of Equipment unless and until (i) a statement of new number or numbers
        to
        be substituted therefor shall have been filed with the Trustee and duly filed,
        recorded or deposited, as the case may be, by the Company in all public offices
        where this Indenture shall have been filed, recorded or deposited and (ii)
        the
        Company shall have furnished the Trustee with an Opinion of Counsel to the
        effect that such statement has been so filed, recorded or deposited, and
        that no
        other filing, recordation, deposit or giving of notice with or to any Federal,
        District of Columbia, state, provincial or local government or agency thereof
        is
        necessary to protect the rights of the Trustee in such Item of
        Equipment.

       

      Each
        Item of Equipment may be lettered
        with the name, initials or insignia of the Company, or of any Affiliate or
        any
        lessee of the Company which is permitted to use such Item of Equipment as
        herein
        provided, or may be lettered in some other appropriate manner, for convenience
        of identification of the interest of the Company, or such Affiliate or lessee
        therein.  Except as aforesaid, the Company shall not allow the name of
        any Person to be placed on any Item of Equipment as a designation if the
        right,
        title and interest of the Trustee therein would thereby be impaired or
        invalidated.

       

      Section
        5.2  Maintenance of Equipment; Casualty
        Occurrences.

       

      (a)           Maintenance
        of Equipment.  The Company shall maintain each Item of Equipment
        (i) in good repair and operating condition, ordinary wear and tear
        excepted, (ii) in a manner consistent with maintenance practices used by
        the
        Company in respect of other equipment owned or leased by the Company similar
        in
        type to such Item of Equipment, (iii) in compliance, in all material respects,
        with all Applicable Laws and (iv) in compliance with any maintenance
        requirements, if any, contained in policies of insurance maintained by the
        Company pursuant to Section 5.5; provided, however, that the Company may,
        in
        good faith and by appropriate proceedings diligently conducted, contest the
        validity or application of any such Applicable Laws in any reasonable manner
        which does not materially adversely affect the rights or interest of the
        Trustee
        or the Holders of the Equipment Notes in the Equipment, the Indenture Estate
        or
        under this First Supplemental Indenture, create any material risk of the
        sale,
        forfeiture or loss of any Item of Equipment or otherwise expose the Trustee
        to
        criminal sanctions or material civil penalty. The Company shall maintain
        or
        cause to be maintained all records, logs and other documents required by
        Applicable Laws to be maintained with respect to each Item of Equipment,
        and
        will maintain such records and logs on a non-discriminatory basis and in
        accordance with the Company’s normal record-keeping procedures.  The
        Company will not discriminate against any Item of Equipment (as compared
        to
        other similar equipment owned or leased by the Company) with respect to its
        use,
        operation or maintenance.

       

      (b)           Casualty
        Occurrences.  Whenever any Item of Equipment shall be lost,
        stolen, destroyed, irreparably damaged, or otherwise rendered permanently
        unfit
        for use by the Company from any cause whatsoever in the good faith opinion
        of a
        responsible officer of the Company (such occurrences being herein called
        “Casualty Occurrences”), the Company shall promptly, upon being advised
        of such Casualty Occurrence, deliver to the Trustee an Officers’ Certificate
        describing such Equipment and, shall on or prior to the Interest Payment
        Date
        next succeeding the delivery of such Officers’ Certificate (or, if the next
        Interest Payment Date shall be less than 60 days from such delivery, on the
        second succeeding Interest Payment Date) either (i)  deposit with the
        Trustee an amount in cash equal to the amount required to redeem that portion
        of
        the Equipment Notes that are to be redeemed on account of such Casualty
        Occurrence on such Interest Payment Date pursuant to Section 4.1(a) hereof,
        but only after such amount theretofore undeposited shall exceed $1,000,000
        in
        the aggregate (until which time the Company shall not be obligated to redeem
        the
        Equipment Notes pursuant to this Section 4.1(b)) or in such event, (ii) subject
        to the Lien of the Indenture, as replacement for such unit, title to a
        replacement unit of similar type and capable of performing comparable function
        as the replaced unit (a “Replacement Unit”) free and clear of all Liens
        other than permitted Liens under the Indenture and having a fair market value,
        utility and remaining useful life at least equal to, and being in as good
        operating condition as, such replaced unit, assuming such replaced unit was
        in
        the condition and repair required by the terms hereof immediately prior to
        such
        Casualty Occurrence.  Prior to or at the time of and as a condition to
        such replacement, the Company will, at its own expense,

       

      
        
          
          

        

        
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      (A)           duly
        execute a supplement to this First Supplemental Indenture which shall subject
        such Replacement Unit to this First Supplemental Indenture and the Lien of
        the
        Indenture and cause such supplement to be delivered to the Trustee for execution
        and, upon such execution, cause such supplement or appropriate evidence thereof
        (including, if required, a Memorandum of Supplemental Indenture) to be filed,
        recorded or deposited in every public office where this First Supplemental
        Indenture (or appropriate evidence thereof, which may include a Memorandum
        of
        Indenture and Memorandum of Supplemental Indenture) covering the replaced
        unit
        shall have been filed, recorded or deposited;

       

      (B)           furnish
        to the Trustee an Officers’ Certificate certifying that the Replacement Unit is
        free and clear of all Liens other than permitted Liens under the
        Indenture;

       

      (C)           furnish
        to the Trustee an Opinion or Opinions of Counsel to the effect that (x) the
        Replacement Unit is subject to the Lien of the Indenture, (y) all filings,
        recordings and other action necessary to perfect the Trustee’s security
        interests in the United States of America and Canada in the Replacement Unit
        have been accomplished and (z) the protection of Section 1168 of the Bankruptcy
        Code (or any successor provision then in effect) shall be applicable to such
        Replacement Unit;

       

      (D)           furnish
        to the Trustee a certificate of a qualified engineer (who may be the chief
        mechanical officer employed by the Company) certifying that the Replacement
        Unit
        has a fair market value, utility and remaining economic useful life at least
        equal to the Item of Equipment replaced thereby (assuming that such replaced
        unit was maintained in the condition required by the terms of this First
        Supplemental Indenture) and setting forth a reasonable basis for such conclusion
        in reasonable detail; and

       

      (E)           pay
        all of the Trustee’s reasonable costs and expenses (including reasonable
        attorney’s fees) incurred in connection with such substitution.

       

      Upon
        full compliance by the Company
        with the terms of this Section 5.2(b), the Trustee shall, in accordance with
        Section 3.10 hereof, release such replaced Items of Equipment from the Lien
        of
        the Indenture, and the Trustee shall execute and deliver all documents
        reasonably requested by the Company to effect and evidence such
        release.  For all purposes hereof, each such Replacement Unit shall,
        after such conveyance, be deemed an Item of Equipment belonging to the same
        Equipment Group as the unit it replaced.

       

      
        
          
          

        

        
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      The
        rights and remedies of the Trustee
        to enforce or to recover any payment of principal, premium or interest on
        the
        Equipment Notes shall not be affected by reason of any Casualty
        Occurrence.  Cash paid to the Trustee pursuant to this Section 5.2
        shall be held and applied as provided in Section 5.4 hereof.  Promptly
        after being advised of a Casualty Occurrence, the Company shall furnish to
        the
        Trustee an Officers’ Certificate stating the amount, description and numbers of
        all the Equipment that have suffered a Casualty Occurrence.  Upon
        written request, the Company will provide such other information as to the
        condition and state of repair of the Equipment as the Trustee may reasonably
        request.  The Trustee, by its agents, shall have the right once in
        each calendar year, but shall be under no duty, to inspect, at the Company’s
        expense, each Item of Equipment, and the Company shall in that event to furnish
        to the Trustee all reasonable facilities for the making of such
        inspection.  In exercising such right of inspection, the Trustee and
        its authorized representatives shall not unreasonably interfere with the
        Company’s normal business operations, shall abide by all the Company’s rules and
        regulations regarding safety and operation and shall not unreasonably interfere
        with any repairs or maintenance or the use and operation of the
        Equipment.

       

      Section
        5.3  Possession of Equipment;
        Assignments.  The Company, so long as no Event of Default shall
        have occurred and be continuing hereunder, shall be entitled to the possession,
        use and operation of the Equipment in any lawful trade or commerce in the
        United
        States, Canada and Mexico and the use thereof upon the lines of railroad
        owned
        or operated by the Company (either alone or jointly with another) or by any
        Affiliate, or upon lines over which the Company or any Affiliate shall have
        trackage or other operating rights, and the Company shall also be entitled
        to
        permit the use of the Equipment upon connecting and other railroads in the
        usual
        interchange of traffic and upon connecting railroads and other railroads
        over
        which through service may from time to time be afforded, but only upon and
        subject to all the terms and conditions of the Indenture.

       

      The
        Company shall not, without first
        obtaining the written consent of the Trustee, assign or transfer its rights
        hereunder or transfer any Item of Equipment or any part thereof except to
        an
        Affiliate (and then only subject to the Indenture and without releasing the
        Company from its obligations hereunder), and the Company shall not, without
        such
        written consent, except as provided in this Section 5.3, part with the
        possession of, or suffer or allow to pass out of its possession or control,
        any
        of Item of Equipment; provided, however, that the Company, so long
        as no Event of Default shall have occurred and be continuing under the terms
        of
        the Indenture, shall be entitled to lease the Equipment or any part thereof
        without the prior written consent of the Trustee to or permit its use by
        a
        solvent, non-bankrupt user organized under the Federal laws of, or the laws
        of
        any state of, the United States or the District of Columbia, organized under
        the
        federal laws of, or the laws of any province of, Canada or organized under
        the
        federal laws of, or the laws of any state of, Mexico upon lines of railroad
        owned or operated by the Company, any Affiliate of the Company, such lessee
        or
        by a railroad company or companies organized under the Federal laws of, or
        laws
        of any state of, the United States, organized under the federal laws of,
        or the
        laws of any province of, Canada or organized under the federal laws of, or
        the
        laws of any state of, Mexico, over which the Company, such Affiliate of the
        Company, such lessee or such railroad company or companies has trackage or
        other
        operating rights, and upon lines of railroad of connecting and other carriers
        in
        the usual interchange of traffic or pursuant to through or run-through service
        agreements. Each lease shall be consistent with and subject and subordinate
        to
        the Lien of the Indenture (excluding the duration of the lease term, which
        term
        may expire after the final Maturity Date of the Equipment Notes).  No
        lease shall in any way discharge or diminish any of the Company’s obligations
        under the Equipment Notes or the Indenture, and the Company shall remain
        primarily liable hereunder for the performance of all the terms, conditions
        and
        provisions of the Indenture to the same extent as if such lease had not been
        entered into, and the Company’s liability and obligation hereunder shall be and
        remain those of a principal and not a surety.  Nothing in this
        paragraph shall be deemed to constitute permission to any Person in possession
        of any Item of Equipment pursuant to any such lease to take any action
        inconsistent with the terms and provisions of the Indenture.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      An
        assignment or transfer to a railroad
        company or other purchaser that shall acquire, directly or indirectly, all
        or
        substantially all the lines of railroad of the Company, and that, by execution
        of an appropriate instrument satisfactory to the Trustee, shall assume and
        agree
        to perform each and all of the obligations and covenants of the Company
        contained in the Indenture, shall not be deemed a breach of this
        covenant.

       

      Section
        5.4  Release and Replacement of Equipment; Replacement
        Funds.  Any Items of Equipment that shall have become worn out or
        unsuitable in any respect for the use of the Company in the good faith opinion
        of a responsible Officer of the Company may be released from the Lien of
        the
        Indenture, and the Trustee will enter into a supplemental indenture to release
        any such Items of Equipment from the Lien of the Indenture upon the filing
        with
        it of a Company Request and an Officers’ Certificate which shall describe such
        Items of Equipment, shall state that they have become worn out or unsuitable
        for
        the use of the Company, shall state the selling price thereof, and shall specify
        the Equipment Groups to which such Items of Equipment belong.  No such
        release shall be made unless and until the Company shall have, on or prior
        to
        the Interest Payment Date next succeeding the delivery of such Officers’
Certificate (or, if the next Interest Payment Date shall be less than 60
        days
        from such delivery, on the second succeeding Interest Payment Date) either
        (i)
        paid to the Trustee an amount in cash equal to the amount required to redeem
        that portion of the Equipment Notes that may be redeemable on account of
        such
        Equipment becoming worn out or unsuitable for use on such Interest Payment
        Date
        pursuant to Section 4.1(a) hereof, or (ii) subject to the Lien of the Indenture
        Replacement Units in accordance with all of the conditions for replacement
        set
        forth in Section 5.2(b)(ii).  Any moneys paid to the Trustee pursuant
        to this Section 5.4 or Section 5.2 hereof (such moneys being herein called
        “Replacement Funds”) shall be received and held by the Trustee in trust
        hereunder pending delivery of Replacement Units, or redemption of Equipment
        Notes on the applicable Interest Payment Date pursuant to Article Four hereof,
        and may be invested and reinvested as provided in Section 7.3
        hereof.  Upon the filing with the Trustee of a Company Request and an
        Officers’ Certificate which shall specify the kind and number of Replacement
        Units to be added hereunder and the Equipment Group to which such Items of
        Equipment belong or the principal amount of Equipment Notes to be redeemed,
        or
        both, such moneys shall be applied by the Trustee to:

       

      (a)           reimburse
        the Company for Replacement Units to be added hereunder, upon receipt by
        the
        Trustee of certificates, invoices, bills of sale and Opinions of Counsel,
        and
        satisfaction of all other conditions for replacement, all in like manner
        as is
        provided in Section 5.2(b)(ii) hereof, or

       

      (b)           redeem
        such Equipment Notes as provided in Article Four hereof.

       

      Upon
        compliance with the provisions of
        this Section 5.4 with respect to any Item of Equipment having been declared
        worn
        out or unsuitable for use, the Trustee shall, in accordance with Section
        3.10
        hereof, release from the Lien of this Indenture such Item of Equipment, and
        the
        Trustee shall execute and deliver all documents reasonably requested by the
        Company to effect and evidence such release.

       

      Section
        5.5  Insurance.

       

      (a)           Coverages.  The
        Company will, at its own expense, cause to be carried and maintained such
        insurance in such amounts, against such risks, with such insurance companies
        and
        with such terms (including co-insurance, deductibles, limits of liability
        and
        loss payment provisions) as are customary under the Company’s risk management
        program and that do not discriminate among the Items of Equipment, including:
        (i) all risk property insurance in respect of the Items of Equipment and
        (ii)
        public liability insurance against loss or damage for third-party personal
        injury, death or property damage suffered upon, in or about any premises
        occupied by the Company or occurring as a result of the use, maintenance
        or
        operation of the Items of Equipment, both insurances with such insurance
        companies of recognized responsibility or insurance companies that maintain
        reinsurance policies with reinsurers of recognized responsibility;
provided, however, that the Company may self-insure with respect
        to any or all of the above if customary under such risk management
        program.  Such coverage may provide for deductible amounts as are
        customary under the Company’s risk management
        program.  Notwithstanding the foregoing, all insurance coverage
        (including, without limitation, self-insurance) with respect to the Items
        of
        Equipment required under this First Supplemental Indenture shall be comparable
        to, and no less favorable than, insurance coverage applicable to equipment
        owned
        or leased by the Company which is comparable to the Equipment.  The
        Company shall, at its own expense, be entitled to make all proofs of loss
        and
        take all other steps necessary to collect the proceeds of such
        insurance.

       

      
        
          
          

        

        
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      (b)           Required
        Insurance Terms.  All policies of insurance maintained pursuant to
        Section 5.5(a) shall: (i) name the Trustee as additional insured, (ii) provide
        that the insurers waive any right of subrogation against the Trustee, and
        (iii) require thirty (30) days’ prior notice of
        cancellation or lapse or material change in coverage to the
        Trustee.

       

      (c)           Proceeds
        of Insurance.  The entire proceeds of any property or casualty
        insurance or third-party payments for damages or a Casualty Occurrence with
        respect to any Item of Equipment (including any Association of American
        Railroads interline settlements) received by the Trustee shall be promptly
        paid
        over to, and retained by, the Company.

       

      (d)           Additional
        Insurance.  At any time the Trustee may but shall not be required
        to at its own expense carry insurance with respect to its interest in the
        Equipment, provided that such insurance does not interfere with the Company’s
        ability to insure the units as required by this Section 5.5 or adversely
        affect
        the Company’s insurance or the cost thereof, it being understood that all
        salvage rights to each Item of Equipment and all primary subrogation rights
        shall remain with the Company’s insurers at all times. Any insurance payments
        received from policies maintained by the Trustee pursuant to the previous
        sentence shall be retained by the Trustee without reducing or otherwise
        affecting the Company’s obligations hereunder.

       

      (e)           Insurance
        Documentation.  The Trustee may, but not more than once in any
        twelve-month period, request from the Company and the Company shall promptly
        thereafter furnish to the Trustee an Officers’ Certificate setting forth all
        insurance maintained by the Company pursuant to this Section 5.5 and describing
        such policies, if any, including the amounts of coverage, any deductible
        amounts, the names of the insurance providers and a general description of
        each
        such policy’s terms.

       

      Section
        5.6  Entitlement to §1168 Benefits.  It is the
        intent of the parties that the Trustee shall be entitled to the benefits
        of
        Section 1168 of the Bankruptcy Code with respect to the right to repossess
        any
        Item of Equipment and to enforce any of its other rights or remedies as provided
        herein during any period in which and for as long as the Company shall be
        a
        debtor in a case under the Bankruptcy Code, and in any circumstances where
        more
        than one construction of the terms and conditions of the Indenture is possible,
        a construction which would preserve such benefits shall control over any
        construction which would not preserve such benefits or would render them
        doubtful.  To the extent consistent with the provisions of Section
        1168 of the Bankruptcy Code or any analogous section of the Bankruptcy Code
        or
        other Applicable Laws, it is hereby expressly agreed and provided that,
        notwithstanding any other provision of the Bankruptcy Code, any right of
        the
        Trustee to take possession of any Item of Equipment and to enforce any of
        its
        other rights or remedies in compliance with the provisions of this First
        Supplemental Indenture shall not be affected by the provisions of Section
        362 or
        363 of the Bankruptcy Code or any analogous provision of any superseding
        statute
        or any power of a bankruptcy court to enjoin such undertaking or
        possession.

       

      
        
          
          

        

        
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      Section
        5.7  Liens.  The Company shall not, directly
        or indirectly, create, incur, assume, permit, or suffer to exist any Lien
        on or
        with respect to any Item of Equipment or any other portion of the Indenture
        Estate, title thereto or any interest therein except (a) the rights of the
        Trustee as provided in the Indenture, (b) Liens for taxes either not yet
        due and payable or being contested in good faith by appropriate proceedings,
        (c)
        materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like
        Liens arising in the ordinary course of business for payment of which is
        either
        not yet delinquent or is being contested in good faith by appropriate
        proceedings, (d) Liens (other than Liens for taxes) arising out of judgments
        or
        awards against the Company with respect to which an appeal or proceeding
        for
        review is being prosecuted in good faith and for the payment of which adequate
        reserves have been provided or other appropriate provisions have been made
        and
        with respect to which there shall have been secured a stay of execution pending
        such appeal or proceeding for review, and (e) salvage or similar rights of
        insurers under insurance policies maintained pursuant to Section 5.5
        hereof.  The Company will promptly, at its own expense, take such
        action as may be necessary by bonding or otherwise duly to discharge any
        such
        Lien not excepted above if the same shall arise at any time.

       

      Section
        5.8
 Filings
        and Opinions.

       

      (a)           On
        or prior to the Closing Date, the Company will cause this First Supplemental
        Indenture and all existing and executed supplements hereto or appropriate
        evidence thereof (which may include a Memorandum of Indenture and Memorandum
        of
        Supplemental Indenture, if required) to be duly filed and recorded with the
        STB
        pursuant to 49 U.S.C. §11301 and deposited in the office of the Registrar
        General of Canada pursuant to Section 105 of the Canada Transportation
        Act.  The Company will furnish to the Trustee evidence of such filing
        and recordation.

       

      (b)           The
        Company agrees to record and file in accordance with the terms of this First
        Supplemental Indenture, at its own expense, financing statements (and
        continuation statements when applicable) with respect to the Indenture Estate
        now existing or hereafter created meeting the requirements, if any, of
        Applicable Laws in such manner and in such jurisdictions as are necessary
        to
        perfect and maintain the perfection of the Lien created hereunder in the
        Indenture Estate, and to promptly deliver a filed stamped copy of each such
        financing statement or other evidence of filing or recordation to the
        Trustee.

       

      (c)           The
        Company shall deliver to the Trustee (i) promptly after the execution and
        delivery of the Indenture, an Opinion of Counsel or Opinions of Counsel either
        stating that in the opinion of such counsel the Indenture has been properly
        recorded and filed (including, to the extent required, with the STB pursuant
        to
        49 U.S.C. §11301 or with the Registrar General of Canada pursuant to Section 105
        of the Canada Transportation Act) so as to make effective the Lien of the
        Indenture, and reciting the details of such action, or stating that in the
        opinion of such counsel no such action is necessary to make such Lien effective;
        and (ii) at least annually after the execution and delivery of the Indenture,
        an
        Opinion of Counsel or Opinions of Counsel either stating that in the opinion
        of
        such counsel such action has been taken with respect to the recording, filing,
        rerecording and refiling of the Indenture (including, to the extent required,
        with the STB pursuant to 49 U.S.C. §11301 or with the Registrar General of
        Canada pursuant to Section 105 of the Canada Transportation Act) as is necessary
        to maintain the Lien of the Indenture, and reciting the details of such
        action, or stating that in the opinion of such counsel no such action is
        necessary to maintain such Lien.

       

      
        
          
          

        

        
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      (d)           If
        at any time Mexico, one or more states in Mexico, or any of the Canadian
        provinces establishes a state or provincial or other system for filing and
        perfecting the security interests of entities such as the Trustee in the
        Items
        of Equipment, at the time that the Company takes such action with respect
        to
        other equipment similar to the Items of Equipment and also upon the request
        of
        the Trustee (given at the request of the Holders of a majority in principal
        amount of the Outstanding Equipment Notes), the Company shall cause the
        Operative Document to be recorded with or under such system and shall cause
        all
        other filings and recordings and all such other action required under such
        system to be effected and taken, in order to perfect and protect the right,
        title and interests of the Trustee in the Indenture Estate.

       

      Section
        5.9  Consolidation, Merger, Conveyance, Transfer or
        Lease.  The following provisions shall apply with respect to the
        Equipment Notes in lieu of Section 801 of the Base Indenture.

       

      The
        Company shall not consolidate with
        or merge into any other Person or convey, transfer or lease its properties
        and
        assets substantially as an entirety to any Person, and no Person shall
        consolidate with or merge into the Company or convey, transfer or lease its
        properties and assets substantially as an entirety to the Company,
        unless:

       

      (a)           the
        successor entity is a “railroad” (as defined in section 101(44) of the
        Bankruptcy Code) to the extent necessary to entitle the Trustee to the benefits
        of section 1168 of the Bankruptcy Code with respect to the Items of
        Equipment;

       

      (b)           in
        case the Company shall consolidate with or merge into another Person or convey,
        transfer or lease its properties and assets substantially as an entirety
        to any
        Person, the Person formed by such consolidation or into which the Company
        is
        merged or the Person which acquired by conveyance, transfer or lease the
        properties and assets of the Company substantially as an entirety shall be
        a
        legal entity organized and existing under the laws of any domestic or foreign
        jurisdiction, and shall expressly assume, by an indenture supplemental hereto,
        executed and delivered to the Trustee, in form satisfactory to the Trustee,
        the
        due and punctual payment of the principal of and any premium and interest,
        if
        any, on all the Equipment Notes and the performance of every covenant of
        this
        Indenture on the part of the Company to be performed or observed;

       

      (c)           immediately
        after giving effect to such transaction, no Event of Default, and no event
        which, after notice or lapse of time, or both, would become an Event of Default,
        shall have happened and be continuing; and

       

      (d)           the
        Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
        Counsel each stating that such consolidation, merger, conveyance, transfer
        or
        lease and such supplemental indenture, if any, comply with this Section 5.9
        and
        that all conditions precedent herein provided for relating to such transaction
        have been complied with.

       

      ARTICLE
        SIX

       

      EVENTS
        OF
        DEFAULT; REMEDIES

       

      Section
        6.1  Events of Default.  The following shall
        constitute “Events of Default” with respect to the Equipment Notes in lieu of
        those set forth in Section 501(1) through (7) of the Base
        Indenture:

       

      (1)           default
        by the Company in making any payment when due of any principal of or interest
        or
        premium on any Equipment Note, and the continuance of such default unremedied
        for 10 Business Days after the same shall have become due and payable (the
        Trustee shall provide the Company with written notice of any such failure
        under
        this paragraph (1); provided that the giving of such notice by the
        Trustee shall not be a condition to the start of the ten (10) Business Days
        period referred to in this paragraph (1), and the failure or delay in giving
        such notice shall not affect the occurrence of an Event of Default under
        this
        paragraph or the exercise of any right or remedy and the Trustee shall not
        incur
        any liability nor be in breach hereunder for failure or delay in giving such
        notice); or

       

      
        
          
          

        

        
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      (2)           the
        Company shall fail to make any other payment required to be made under the
        Indenture after the same shall have become due and such failure shall continue
        unremedied for a period of thirty (30) days after receipt by the Company
        of
        written notice of such failure from the Trustee; or

       

      (3)           the
        Company shall operate any Item of Equipment in service when public liability
        insurance required by Section 5.5 hereof, if any, with respect to such unit
        shall fail to be in effect and such failure shall continue for a period of
        thirty (30) days following the date of the lapse of any such public liability
        insurance; or

       

      (4)           the
        Company shall make any unauthorized transfer or lease of any of the Equipment,
        or, except as herein authorized, shall part with the possession of any of
        the
        Equipment, and shall fail or refuse either to cause such transfer or lease
        to be
        cancelled by agreement of all parties having any interest therein and recover
        possession of such Equipment within thirty (30) days after the Trustee shall
        have demanded in writing such cancellation and recovery of possession, or
        within
        said thirty (30) days to deposit with the Trustee a sum in cash equal to
        the
        Fair Value, as of the date of such unauthorized action, of the Equipment
        so
        transferred or leased or the possession of which shall have been parted with
        otherwise than as herein authorized (any sum so deposited to be returned
        to the
        Company upon the cancellation of such transfer or lease and the recovery
        of
        possession by the Company of such Equipment); or

       

      (5)           default
        in the performance, or breach, of any covenant or warranty of the Company
        in
        this Indenture or any Equipment Note (other than a covenant or warranty for
        which the consequences of breach or nonperformance are addressed elsewhere
        in
        this Section 6.1), and continuance of such default or breach for a period
        of
        ninety (90) days after there has been given to the Company a written notice
        by
        the Trustee; provided that, other than a breach of the covenant specified
        in Section 5.7, if such default is capable of being remedied, no such default
        shall constitute an Event of Default hereunder for a period of three hundred
        sixty-five (365) days after receipt of such notice so long as the Company
        is
        diligently proceeding to remedy such failure; or

       

      (6)           the
        Company or Guarantor pursuant to or under or within the meaning of any
        Bankruptcy Law:

       

      (a)           commences
        a voluntary case or proceeding;

       

      (b)           consents
        to the entry of an order for relief against it in an involuntary case or
        proceeding or the commencement of any case against it;

       

      (c)           consents
        to the appointment of a Custodian of it or for any substantial part of its
        property;

       

      (d)           makes
        a general assignment for the benefit of its creditors;

       

      
        
          
          

        

        
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      (e)           files
        a petition in bankruptcy or answer or consent seeking reorganization or relief;
        or

       

      (f)           consents
        to the filing of such petition or the appointment of or taking possession
        by a
        Custodian; or

       

                      
        (7)           a court of
        competent jurisdiction enters an order or decree under any Bankruptcy Law
        that:

       

      (a)           is
        for relief against the Company or Guarantor in an involuntary case or
        proceeding, or adjudicates the Company or Guarantor insolvent

                     
         or  bankrupt;

       

      (b)           appoints
        a Custodian of the Company or Guarantor or for any substantial part of its
        property; or

       

      (c)           orders
        the winding up or liquidation of the Company or Guarantor; and the order
        or
        decree remains unstayed and in effect for 90 days; or

       

      (8)           subject
        to Section 9.6 hereof, the Guarantee shall not be in full force and effect
        (or any responsible officer of the Guarantor denies that the Guarantor has
        any
        further liability under the Guarantee or gives notice to such
        effect).

       

      “Bankruptcy
        Law” means the Bankruptcy Code, or any similar Federal or state law for the
        relief of debtors.

       

      Notwithstanding
        anything to the contrary contained in this Indenture, any failure of the
        Company
        to perform or observe any covenant or agreement herein (other than any of
        the
        Company’s obligations to pay principal, premium and interest, if any, on the
        Equipment Notes) shall not constitute an Event of Default if such failure
        is
        caused solely by reason of an event referred to in the definition of “Casualty
        Occurrence” so long as the Company is continuing to comply with the applicable
        terms of Section 5.2(b) hereof.

       

      Section
        6.2  Application of Money Collected.  The
        following provisions shall apply with respect to the Equipment Notes in lieu
        of
        Section 506 of the Base Indenture:

       

      (a)           All
        payments received and amounts realized by the Trustee after an Event of Default
        shall have occurred and be continuing and after the Equipment Notes shall
        have
        been accelerated pursuant to Section 502 of the Base Indenture or the Trustee
        has elected to foreclose or otherwise enforce its rights under the Indenture
        (including any amounts realized by the Trustee from the exercise of any remedies
        pursuant to Article Five of the Base Indenture or Article Six hereof), as
        well
        as all payments or amounts then held or thereafter received by the Trustee
        as
        part of the Indenture Estate while such Event of Default shall be continuing,
        shall be distributed forthwith by the Trustee in the following order of
        priority:  first, so much of such payments or amounts as shall
        be required to pay or reimburse the Trustee for any unpaid fees for its services
        under this Indenture and any tax, liability, expense (including reasonable
        attorneys’ and agents’ fees) or other loss incurred by the Trustee (to the
        extent reimbursable and not previously reimbursed and to the extent reasonably
        incurred in connection with its duties as Trustee) shall be distributed to
        the
        Trustee; second, so much of such payments or amounts as shall be required
        to reimburse the Holders of the Equipment Notes for payments made by them
        to the
        Trustee pursuant to Article Six of the Base Indenture (to the extent not
        previously reimbursed), shall be distributed to such Holders of the Equipment
        Notes, without priority of one over the other, in accordance with the amount
        of
        the payment or payments made by, or payable to, each such Holder; third,
        so much of such payments or amounts as shall be required to pay in full the
        aggregate unpaid principal amount of all Equipment Notes, plus the accrued
        but
        unpaid interest thereon to the date of distribution, shall be distributed
        to the
        Holders of the Equipment Notes, and in case the aggregate amount so to be
        distributed shall be insufficient to pay in full the aforesaid amounts, then,
        ratably, without priority of one over another, in the proportion that the
        aggregate unpaid principal amount of all Equipment Notes held by each such
        Holder, plus the accrued but unpaid interest thereon to the date of
        distribution, bears to the aggregate unpaid principal amount of all Equipment
        Notes, plus the accrued but unpaid interest thereon to the date of
        distribution.

       

      
        
          
          

        

        
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      After
        all such payments shall have been
        made in full, the title to any of the Equipment remaining unsold shall be
        conveyed by the Trustee to the Company free from any further liabilities
        or
        obligations to the Trustee hereunder.  If after applying all such sums
        of money realized by the Trustee as aforesaid there shall remain any amount
        due
        to the Trustee under the provisions hereof, the Company shall pay the amount
        of
        such deficit to the Trustee. If after applying as aforesaid the sums of money
        realized by the Trustee there shall remain a surplus in the possession of
        the
        Trustee, such surplus shall be paid to the Company.

       

      (b)           If
        an Event of Default shall have occurred and be continuing, the Trustee shall
        not
        make any distribution to the Company but shall hold amounts otherwise
        distributable to the Company as collateral security for the obligations secured
        hereby until such time as no Event of Default shall be continuing hereunder
        or
        such amounts are applied pursuant to Section 6.2(a).

       

      Section
        6.3  Remedies with Respect to Indenture
        Estate.

       

      (a)           If
        an Event of Default described in Section 6.1(6) or (7) hereof shall have
        occurred and be continuing, the unpaid principal amount of all Equipment
        Notes
        then outstanding, together with all accrued and unpaid interest thereon and
        all
        other amounts due thereunder, shall immediately become due and payable, without
        any notice or action by the Trustee or any Holder of Equipment
        Notes.

       

      (b)           If
        an Event of Default shall have occurred and be continuing, and the Equipment
        Notes shall have been accelerated (and such acceleration shall not have been
        rescinded) pursuant to Section 502 of the Base Indenture or Section 6.3(a)
        hereof, then and in every such case the Trustee shall be entitled to exercise
        any or all of the rights and powers and pursue any and all of the remedies
        pursuant to Article Five of the Base Indenture and Article Six hereof and
        may
        recover judgment in its own name as Trustee against the Company and Indenture
        Estate and may take possession of all or any part of the Indenture Estate,
        and
        may exclude the Company and all persons claiming under the Company wholly
        or
        partly therefrom.

       

      (c)           The
        Trustee may, if at the time such action may be lawful and always subject
        to
        compliance with any mandatory legal requirements, either with or without
        taking
        possession, and either before or after taking possession, and without
        instituting any legal proceedings whatsoever, and having first given written
        notice of such sale to the Company at least thirty (30) days prior to the
        date
        of such sale or the date on which the Trustee enters into a binding contract
        for
        a private sale, and any other notice which may be required by law, sell and
        dispose of the Indenture Estate, or any part thereof, or interest therein,
        at
        public auction to the highest bidder or at private sale in one lot as an
        entirety or in separate lots, and either for cash or on credit and on such
        terms
        as the Trustee may determine, and at any place (whether or not it be the
        location of the Indenture Estate or any part thereof) and time designated
        in the
        notice above referred to.  Any such public sale or sales may be
        adjourned from time to time by announcement at the time and place appointed
        for
        such sale or sales, or for any such adjourned sale or sales, without further
        notice, and the Trustee or the Holder or Holders of any Equipment Notes,
        or any
        interest therein, may bid and become the purchaser at any such public
        sale.  The Trustee may exercise such right without possession or
        production of the Equipment Notes or proof of ownership thereof, and as
        representative of the Holders may exercise such right without including the
        Holders as parties to any suit or proceeding relating to foreclosure of any
        property in the Indenture Estate.  The Company hereby irrevocably
        constitutes the Trustee the true and lawful attorney-in-fact of the Company
        (in
        the name of the Company or otherwise) for the purpose of effecting any sale,
        assignment, transfer or delivery for enforcement of the Lien of the Indenture,
        whether pursuant to foreclosure or power of sale or otherwise, to execute
        and
        deliver all such bills of sale, assignments and other instruments as the
        Trustee
        may consider necessary or appropriate, with full power of substitution, the
        Company hereby ratifying and confirming all that such attorney or any substitute
        shall lawfully do by virtue hereof.  Nevertheless, if so requested by
        the Trustee or any purchaser, the Company shall ratify and confirm any such
        sale, assignment, transfer or delivery, by executing and delivering to the
        Trustee or such purchaser all bills of sale, assignments, releases and other
        proper instruments to effect such ratification and confirmation as may be
        designated in any such request.

       

      
        
          
          

        

        
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      (d)           The
        Company agrees, to the fullest extent that it lawfully may, that, in case
        one or
        more of the Events of Default shall have occurred and be continuing, then,
        in
        every such case, the Trustee may take possession of all or any part of the
        Indenture Estate and may exclude the Company and all persons claiming under
        any
        of them wholly or partly therefrom.  At the request of the Trustee,
        the Company shall promptly execute and deliver to the Trustee such instruments
        of title and other documents as the Trustee may deem necessary or advisable
        to
        enable the Trustee or an agent or representative designated by the Trustee,
        at
        such time or times and place or places as the Trustee may specify, to obtain
        possession of all or any part of the Indenture Estate.  If the Company
        shall fail for any reason to execute and deliver such instruments and documents
        to the Trustee, the Trustee may pursue all or part of the Indenture Estate
        wherever it may be found and may enter any of the premises of the Company
        wherever the Indenture Estate may be or be supposed to be and search for
        the
        Indenture Estate and take possession of and remove the Indenture
        Estate.  Upon every such taking of possession, the Trustee may, from
        time to time, at the expense of the Indenture Estate, make all such expenditures
        for maintenance, insurance, repairs, replacements, alterations, additions
        and
        improvements to any of the Indenture Estate, as it may deem proper or as
        it may
        otherwise be directed to do so by the Holders of a majority in principal
        amount
        of the Outstanding Equipment Notes.  In each such case, the Trustee
        shall have the right to use, operate, store, control or manage the Indenture
        Estate, and to carry on the business and to exercise all rights and powers
        of
        the Company relating to the Indenture Estate, including the right to enter
        into
        any and all such agreements with respect to the maintenance, operation, leasing
        or storage of the Indenture Estate or any part thereof; and the Trustee shall
        be
        entitled to collect and receive all tolls, rents, revenues, issues, income,
        products and profits of the Indenture Estate and every part thereof, without
        prejudice, however, to the right of the Trustee under any provision of this
        Indenture to collect and receive all cash held by, or required to be deposited
        with, the Trustee hereunder.  Such tolls, rents, revenues, issues,
        income, products and profits shall be applied to pay the expenses of holding
        and
        operating the Indenture Estate and of conducting the business thereof, and
        of
        all maintenance, repairs, replacements, alterations, additions and improvements,
        and to make all payments which the Trustee may be required or may elect to
        make,
        if any, for taxes, assessments, insurance or other proper charges upon the
        Indenture Estate or any part thereof (including the employment of engineers
        and
        accountants to examine, inspect and make reports upon the properties and
        books
        and records of the Company), and all other payments which the Trustee may
        be
        required or authorized to make under any provision of this Indenture, as
        well as
        just and reasonable compensation for the services of the Trustee, and of
        all
        persons properly engaged and employed by the Trustee, including the reasonable
        expenses of the Trustee.  Any action by the Trustee pursuant to this
        Section 6.3(d) will in all respects be subject to compliance with any mandatory
        legal requirements applicable to any such action.

       

      
        
          
          

        

        
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      (e)           If
        an Event of Default occurs and is continuing and the Trustee shall have obtained
        possession of an Item of Equipment, the Trustee shall not be obligated to
        cause
        any Person to use or operate such Item of Equipment or cause such Item of
        Equipment to be used or operated directly or indirectly by itself or through
        agents or other representatives or to lease, license or otherwise permit
        or
        provide for the use or operation of such Item of Equipment by any other Person
        unless (i) the Trustee, as directed by the Holders of a majority in principal
        amount of the Outstanding Equipment Notes, shall have been able to obtain
        insurance in kinds, at rates and in amounts satisfactory to the Holders of
        a
        majority in principal amount of the Outstanding Equipment Notes to protect
        the
        Indenture Estate and the Trustee, as trustee and individually, against any
        and
        all liability for loss or damage to such Item of Equipment and for public
        liability and property damage resulting from use or operation of such Item
        of
        Equipment and (ii) funds are available in the Indenture Estate to pay for
        all
        such insurance or, in lieu of such insurance, the Trustee is furnished with
        indemnification from the holders of the Equipment Notes or any other Person
        upon
        terms and in amounts satisfactory to the Trustee in its discretion to protect
        the Indenture Estate and the Trustee, as trustee and individually, against
        any
        and all such liabilities.

       

      (f)           If
        an Event of Default shall occur and be continuing, the Trustee may proceed
        to
        protect and enforce the Indenture and the Equipment Notes by suits or
        proceedings in equity, at law or in bankruptcy, and whether for specific
        performance of any covenant or agreement or in execution or aid of any power
        herein granted, or for foreclosure hereunder, or the appointment of a receiver
        or receivers for the Indenture Estate or any part thereof, or for the recovery
        of a judgment for the indebtedness secured hereby, or the enforcement of
        any
        other legal or equitable remedy available to a mortgagee or a secured party
        under the Uniform Commercial Code of the relevant jurisdiction or any other
        Applicable Laws.

       

      Section
        6.4  Company to Deliver Equipment to
        Trustee.  In case the Trustee shall demand possession of the
        Equipment pursuant to the provisions hereof and shall reasonably designate
        a
        point or points upon the railroad of the Company or of any Affiliate or lessee
        for the delivery of the Equipment to it, the Company shall, at its own expense
        forthwith and in the usual manner, cause the Equipment to be moved to such
        point
        or points on such railroads as shall be designated by the Trustee and shall
        there deliver or cause to be delivered the same to the Trustee, or the Trustee
        may at its option keep the Equipment on any of the lines of railroad or premises
        of the Company or of any Affiliate or lessee until the Trustee shall have
        leased, sold or otherwise disposed of the same, and for such purpose the
        Company
        agrees to furnish, without charge for rent or storage, the necessary facilities
        at any convenient point or points reasonably selected by the Trustee. It
        is
        hereby expressly covenanted and agreed that the performance of this covenant
        is
        of the essence of the Indenture and that, upon application to any court having
        jurisdiction in the premises, the Trustee shall be entitled to a decree against
        the Company requiring the specific performance thereof.

       

      ARTICLE
        SEVEN

       

      TRUSTEE

       

      Section
        7.1  No Representations or Warranties as to the Items of
        Equipment or Documents.  THE TRUSTEE NEITHER MAKES NOR SHALL BE
        DEEMED TO HAVE MADE (i) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,
        AS
        TO THE VALUE, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR
        USE
        OF THE ITEMS OF EQUIPMENT OR AS TO THE TITLE THERETO, OR ANY OTHER
        REPRESENTATION OR WARRANTY WITH RESPECT TO THE ITEMS OF EQUIPMENT WHATSOEVER,
        or
        (ii) any representation or warranty as to the validity, legality or
        enforceability of the Indenture, the Equipment Notes, or any supplemental
        indenture or any other document or instrument or as to the correctness of
        any
        statement contained in any thereof (except as to the representations and
        warranties made by the Trustee herein).

       

      
        
          
          

        

        
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      Section
        7.2  Limitation on Duty of Trustee in Respect of Indenture
        Estate.

       

      (a)           Except
        as otherwise provided in the Indenture, the Trustee shall have no duty as
        to any
        Indenture Estate in its possession or control or in the possession or control
        of
        any agent or bailee or any income thereon or as to preservation of rights
        against prior parties or any other rights pertaining thereto and the Trustee
        shall not be responsible for filing any financing or continuation statements
        or
        recording any documents or instruments in any public office at any time or
        times
        or otherwise perfecting or maintaining the perfection of any security interest
        in the Indenture Estate.

       

      (b)           The
        Trustee shall not be responsible for (i) the existence, genuineness or value
        of
        any of the Indenture Estate or for the validity, perfection, priority or
        enforceability of the Liens in any of the Indenture Estate, whether impaired
        by
        operation of law or by reason of any action or omission to act on its part
        hereunder, except to the extent such action or omission constitutes negligence,
        bad faith or willful misconduct on the part of the Trustee, (ii) for the
        validity or sufficiency of the Indenture Estate or any agreement or assignment
        contained therein, (iii) for the validity of the title of the Company to
        the
        Indenture Estate, (iv) for insuring the Indenture Estate or (v) for the payment
        of taxes, charges, assessments or Liens upon the Indenture Estate or otherwise
        as to the maintenance of the Indenture Estate.

       

      Section
        7.3  Money Held in Trust.  The following
        provisions shall apply with respect to the Equipment Notes in lieu of Section
        606 of the Base Indenture:

       

      (a)           Except
        as provided in Section 403 and Section 1003 of the Base Indenture or as provided
        in paragraph (b) below, money held by the Trustee in trust hereunder need
        not be
        segregated from other funds except to the extent required by law and shall
        be
        held uninvested.  The Trustee shall be under no liability for interest
        on any money received by it hereunder except as otherwise agreed in writing
        with
        the Company.

       

      (b)           Any
        amounts held by the Trustee pursuant to the express terms of the Indenture
        and
        not required to be distributed as herein provided shall be invested and
        reinvested by the Trustee from time to time in Specified Investments at the
        written direction and at the risk and expense of the Company, except that
        in the
        absence of any such direction or after an Event of Default shall have occurred
        and be continuing, such amounts shall be so invested by the Trustee in Specified
        Investments of the type specified in clause (f) of the definition thereof,
        except as provided below, and the Trustee shall hold any such Specified
        Investments until maturity.  Any net income or gain realized as a
        result of any such investments shall be held as part of the Indenture Estate
        and
        shall be applied by the Trustee at the same times, on the same conditions
        and in
        the same manner as the amounts in respect of which such income or gain was
        realized are required to be distributed in accordance with the provisions
        hereof
        pursuant to which such amounts were required to be held and if no Event of
        Default shall have occurred and be continuing any excess shall be paid to
        the
        Company upon its request.  Any such Specified Investments may be sold
        or otherwise reduced to cash (without regard to maturity date) by the Trustee
        whenever necessary to make any application as required by such
        provision.  The Trustee shall have no liability for any loss of
        principal, interest, or any penalty or breakage fee resulting from any such
        investment other than by reason of the willful misconduct, bad faith or
        negligence of the Trustee.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        EIGHT

       

      SUPPLEMENTS
        AND AMENDMENTS

       

      Section
        8.1  Supplemental Indentures Without Consent of
        Holders.  In addition to the purposes set forth in Section 901(1)
        through 901(13) of the Base Indenture, without the consent of any Holder
        of
        Equipment Notes, the Company (when authorized by or pursuant to a Board
        Resolution), Guarantor and the Trustee, at any time and from time to time,
        may
        enter into one or more indentures supplemental hereto, in form satisfactory
        to
        the Trustee, for the purpose of correcting or amplifying the description
        of any
        property at any time subject to the Lien of the Indenture or better to assure,
        convey and confirm unto the Trustee any property subject or required to be
        subject to the Lien of the Indenture or to subject to the Lien of the Indenture
        any Item of Equipment in accordance with the provisions of the Indenture;
        provided, however, that any supplemental indenture entered into
        for the purpose of subjecting to the Lien of the Indenture any Item of Equipment
        need only be executed by the Company.

       

      Section
        8.2  Supplemental Indentures with Consent of
        Holders.  In addition to the items set forth in Section 902(1)
        through 902(6) of the Base Indenture, no supplemental indenture hereto or
        to the
        Base Indenture shall create any Lien with respect to the Indenture Estate
        ranking prior to, or on a parity with, the security interest created by the
        Indenture except such as permitted by the Indenture, or deprive any Holder
        of an
        Equipment Note of the benefit of the Lien on the Indenture Estate created
        by the
        Indenture.

       

      ARTICLE
        NINE

      GUARANTEE

       

      Section
        9.1  Guarantee.

       

      Subject
        to the provisions of this
        Article Nine, the Guarantor hereby fully, unconditionally and irrevocably
        guarantees on a senior unsecured basis to each Holder of the Equipment Notes
        and
        to the Trustee on behalf of the Holders of the Equipment Notes, the full
        and
        punctual payment (whether at maturity, upon redemption, or otherwise) of
        the
        principal of, any premium and interest on the Equipment Notes in accordance
        with
        the terms of such Equipment Notes and the Indenture.  Upon failure by
        the Company to pay punctually any such amount with respect to the Equipment
        Notes, the Guarantor shall forthwith on demand pay the amount not so paid
        with
        respect to such Equipment Notes at the place and in the manner specified
        in this
        First Supplemental Indenture.  Guarantor hereby waives diligence,
        presentment, demand of payment, filing of claims with a court in the event
        of
        bankruptcy of the Company, any right to require a proceeding first against
        the
        Company, the benefit of discussion, protest or notice with respect to any
        such
        Equipment Note or the debt evidenced thereby and all demands whatsoever,
        and
        covenants that its Guarantee will not be discharged as to any such Equipment
        Notes except by payment in full of the principal of, any premium and interest
        on
        such Equipment Notes in accordance with the terms of such Equipment Notes
        and
        the Indenture or by discharge and/or defeasance pursuant to Section 401 or
        402(2) of the Base Indenture, as applicable; provided, however, for the
        avoidance of doubt, the Guarantor shall be entitled to assert the same defenses,
        rights and remedies on its own behalf as otherwise would be available to
        the
        Company.  The maturity of the obligations guaranteed hereby may be
        accelerated as provided in Article Five of the Base Indenture and Article
        Six
        hereof for the purposes of this Article Nine.  In the event of any
        declaration of acceleration of such obligations as provided in Article Five
        of
        the Base Indenture and Article Six hereof which is not thereafter rescinded
        or
        annulled or otherwise waived pursuant to this Indenture or the Equipment
        Notes,
        such obligations (whether or not due and payable) shall forthwith become
        due and
        payable by Guarantor for the purpose of this Article Nine, for so long as
        such
        declaration of acceleration with respect to the Equipment Notes has not been
        rescinded or annulled or such default has not been waived.

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

         

      

      If
        the Trustee or the Holder of any
        Equipment Note is required by any court or otherwise to return to the Company
        or
        Guarantor, or any custodian, receiver, liquidator, trustee, sequestrator
        or
        other similar official acting in relation to the Company or Guarantor, any
        amount paid to the Trustee or such Holder in respect of an Equipment Note,
        this
        Guarantee, to the extent theretofore discharged, shall be reinstated in full
        force and effect with respect to such Equipment Notes.  Guarantor
        further agrees, to the fullest extent that it may lawfully do so, that, as
        between it, on the one hand, and the Holders of such Equipment Notes and
        the
        Trustee, on the other hand, the maturity of the obligations guaranteed hereby
        may be accelerated as provided in Article Five of the Base Indenture and
        Article
        Six hereof for the purposes of its Guarantee, notwithstanding any stay,
        injunction or other prohibition existing under any applicable bankruptcy
        law
        preventing such acceleration in respect of the obligations guaranteed
        hereby.

       

      Guarantor
        hereby further agrees that
        its obligations under the Indenture and the Equipment Notes shall be
        unconditional, regardless of the validity, regularity or enforceability of
        the
        Indenture or the Equipment Notes, the absence of any action to enforce the
        Indenture or the Equipment Notes, any waiver or consent by any Holder of
        the
        Equipment Notes with respect to any provisions of the Indenture or the Equipment
        Notes, any modification or amendment of, or supplement to, the Indenture
        or the
        Equipment Notes, the recovery of any judgment against the Company or any
        action
        to enforce any such judgment, or any other circumstance that might otherwise
        constitute a legal or equitable discharge or defense of a Guarantor; provided,
        however, for the avoidance of doubt, the Guarantor shall be entitled to assert
        the same defenses, rights and remedies on its own behalf as otherwise would
        be
        available to the Company.

       

      Guarantor
        hereby irrevocably defers,
        until the principal of, any premium and interest on the Equipment Notes shall
        have been paid in full, any claim or other rights which it may now have or
        hereafter acquire against the Company that arise from the existence, payment,
        performance or enforcement of its obligations under its Guarantee and the
        Indenture, including, without limitation, any right of subrogation,
        reimbursement, exoneration, contribution, indemnification, any right to
        participate in any claim or remedy of the Holders of such Equipment Notes
        against the Company or any collateral which any such Holder of such Equipment
        Notes or the Trustee on behalf of such Holder of such Equipment Notes hereafter
        acquires, whether or not such claim, remedy or right arises in equity, or
        under
        contract, statute or common law, including, without limitation, the right
        to
        take or receive from the Company, directly or indirectly, in cash or other
        property or by set-off or in any other manner, payment or security on account
        of
        such claim or other rights.  If any amount shall be paid to Guarantor
        in violation of the preceding sentence and the principal of, any premium
        and
        interest on the Equipment Notes shall not have been paid in full, such amount
        shall be deemed to have been paid to Guarantor for the benefit of, and held
        in
        trust for the benefit of, the Holders of such Equipment Notes, and shall
        forthwith be paid to the Trustee for the benefit of the Holders of such
        Equipment Notes to be credited and applied upon the principal of, any premium
        and interest on each of such Equipment Notes.  Guarantor acknowledges
        that it will receive direct and indirect benefits from the issuance of the
        Equipment Notes pursuant to the Indenture and that the waivers set forth
        in this
        Section 9.1 are knowingly made in contemplation of such
        benefits.

       

      The
        Guarantee set forth in this
        Section 9.1 shall not be valid or become obligatory for any purpose with
        respect to an Equipment Note until the certificate of authentication on such
        Equipment Notes shall have been signed by or on behalf of the
        Trustee.

       

      Section
        9.2  Guarantor May Consolidate, etc., Only on Certain
        Terms.

       

      The
        Guarantor shall not consolidate
        with or merge into any other Person or convey, transfer or lease its properties
        and assets substantially as an entirety to any Person, unless:

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      (1)           in
        case the Guarantor shall consolidate with or merge into another Person or
        convey, transfer or lease its properties and assets substantially as an entirety
        to any Person, the Person formed by such consolidation or into which the
        Guarantor is merged or the Person which acquired by conveyance, transfer
        or
        lease the properties and assets of the Guarantor substantially as an entirety
        shall be a legal entity organized and existing under the laws of any domestic
        or
        foreign jurisdiction, and shall expressly assume, by an indenture supplemental
        hereto, executed and delivered to the Trustee, in form satisfactory to the
        Trustee, the due and punctual payment of the principal of and any premium
        and
        interest, if any, on all the Equipment Notes and the performance of every
        covenant of the Indenture and the Guarantee set forth herein on the part
        of the
        Guarantor to be performed or observed;

       

      (2)           immediately
        after giving effect to such transaction, no Event of Default, and no event
        which, after notice or lapse of time, or both, would become an Event of Default,
        shall have happened and be continuing; and

       

      (3)           the
        Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion
        of Counsel each stating that such consolidation, merger, conveyance, transfer
        or
        lease and such supplemental indenture, if any, comply with this Article and
        that
        all conditions precedent herein provided for relating to such transaction
        have
        been complied with and that such supplemental indenture constitutes the legal,
        valid and binding obligation of the Guarantor subject to customary
        exceptions.

       

          
                   Section
        9.3  Successor Person Substituted for
        Guarantor.

       

      Upon
        any consolidation or merger by the
        Guarantor with or into any other Person, or any conveyance, transfer or lease
        by
        the Guarantor of its properties and assets substantially as an entirety to
        any
        Person in accordance with Section 9.2, the successor Person formed by such
        consolidation or into which the Guarantor is merged or to which such conveyance,
        transfer or lease is made shall succeed to, and be substituted for, and may
        exercise every right and power of, the Guarantor under the Indenture with
        the
        same effect as if such successor Person had been named as the Guarantor herein;
        and in the event of any such conveyance, transfer or lease, the Guarantor
        (which
        term shall for this purpose mean the Person named as the “Guarantor” in the
        first paragraph of this First Supplemental Indenture or any other successor
        Person which shall become such in the manner described in Section 9.2
        hereof) shall be discharged from all obligations and covenants under the
        Indenture and the Equipment Notes and may be dissolved and
        liquidated.

       

               
              Section
        9.4  Notice to Trustee.

       

      Guarantor
        shall give prompt written
        notice to the Trustee of any fact known to Guarantor which would prohibit
        the
        making of any payment to or by the Trustee in respect of its Guarantee pursuant
        to the provisions of this Article Nine.

       

                    
         Section
        9.5  Limitation on Amount of Guarantee.

       

      Notwithstanding
        anything to the
        contrary in this Article, Guarantor, and by its acceptance of Equipment Notes,
        each Holder of Equipment Notes, hereby confirms that it is the intention
        of all
        such parties that the Guarantee of Guarantor not constitute a fraudulent
        conveyance under applicable fraudulent conveyance provisions of the United
        States Bankruptcy Code or any comparable provision of other U.S. and non-U.S.
        law.  To effectuate that intention, the Trustee, the Holders of
        Equipment Notes and Guarantor hereby irrevocably agree that the obligations
        of
        Guarantor under the Guarantee are limited to the maximum amount that would
        not
        render Guarantor’s obligations subject to avoidance under applicable fraudulent
        conveyance provisions of the United States Bankruptcy Code or any comparable
        provision of other U.S. and non-U.S. law.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

                      Section
        9.6  Release of Guarantee.

       

      This
        Guarantee of Guarantor will
        terminate and Guarantor shall be released from all of its obligations under
        this
        Article Nine (1) upon the defeasance or discharge of the Equipment Notes,
        as provided in Article Four of the Base Indenture and Section 3.11 hereof,
        (2)
        upon the assumption of the Guarantee by a successor Guarantor pursuant to
        Sections 9.2 and 9.3 hereof, or (3) at such time as the Company is no longer
        required to file information, documents and other reports with the Commission
        pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
        amended.

       

      Upon
        delivery by the Company to the
        Trustee of the Officers’ Certificate and Opinion of Counsel contemplated by
        Section 401 or 402 of the Base Indenture, the Trustee will in each case
        execute any documents reasonably required in order to evidence the release
        of
        Guarantor from its obligations under the Guarantee.

       

      


      ARTICLE
        TEN

       

      MISCELLANEOUS
        PROVISIONS

       

      Section
        10.1  Incorporation of Indenture.  All
        provisions of this First Supplemental Indenture shall be deemed to be
        incorporated in, and made a part of, the Indenture; and the Indenture, as
        supplemented by this First Supplemental Indenture, shall be read, taken and
        construed as one and the same instrument and shall be binding upon all the
        Holders of the Equipment Notes.

       

      Section
        10.2  Counterparts.  This First Supplemental
        Indenture may be executed in any number of counterparts, each of which so
        executed shall be deemed to be an original, but all such counterparts shall
        together constitute but one and the same instrument.

       

      Section
        10.3  Separability Clause.  In case any
        provision of this First Supplemental Indenture shall be invalid, illegal
        or
        unenforceable, the validity, legality and enforceability of the remaining
        provisions shall not in any way be affected or impaired thereby.

       

      Section
        10.4  Successors and Assigns.  All covenants
        and agreements in this First Supplemental Indenture by the Company, the
        Guarantor and the Trustee shall bind their respective successors and assigns,
        whether so expressed or not.

       

      Section
        10.5  Benefits of First Supplemental
        Indenture.  Nothing in this First Supplemental Indenture, express
        or implied, shall give any person, other than the parties hereto and their
        successors hereunder and the Holders of the Equipment Notes, any benefit
        or any
        legal or equitable right, remedy or claim under this First Supplemental
        Indenture.  Except as expressly supplemented or amended as set forth
        in this First Supplemental Indenture, the Indenture is hereby ratified and
        confirmed, and all the terms, provisions and conditions thereof shall be
        and
        continue in full force and effect.  The Trustee accepts the trusts
        created by the Indenture, as amended and supplemented by this First Supplemental
        Indenture, and agrees to perform the same upon the terms and conditions in
        the
        Indenture as amended and supplemented by this First Supplemental
        Indenture.

       

      Section
        10.6  Notices, Etc. to Guarantor.  Any
        request, demand, authorization, direction, notice, consent, waiver or other
        Act
        of Holders or other document provided or permitted by this Indenture to be
        made
        upon, given or furnished to, or filed with, Guarantor by the Trustee, the
        Company or any Holder shall be sufficient for every purpose hereunder (unless
        otherwise herein expressly provided) if in writing and mailed, first-class
        postage prepaid, or delivered by guaranteed overnight courier to Guarantor
        addressed to the attention of its Treasurer at the address of its principal
        or
        other office at 500 Water Street, 2d Floor, SC C-110, Jacksonville, FL 32202
        or
        at any other address previously furnished in writing to the Trustee by Guarantor
        or sent by facsimile transmission to 904-366-5176 (with written confirmation
        of
        actual receipt from the Guarantor).

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

      


      IN
        WITNESS WHEREOF, the undersigned,
        being duly authorized, have executed this First Supplemental Indenture on
        behalf
        of the respective parties hereto as of the date first above
        written.

       

      


      
        	
                CSX
                  TRANSPORTATION, INC., as Issuer

              
	 
	
                By:

              	 /s/ 
                Carolyn T. Sizemore
	 	
                 
                  Name:  Carolyn T. Sizemore

              
	 	
                 
                  Title:    Vice President and
                  Controller

              
	 
	
                CSX
                  CORPORATION, as Guarantor

              
	 
	
                By:

              	 /s/ 
                David A. Boor
	 	
                 
                  Name:  David A. Boor

              
	 	
                 
                  Title:    Vice President – Tax and
                  Treasurer

              
	 
	
                THE
                  BANK OF NEW YORK TRUST COMPANY, 
N.A., as Trustee

              
	 
	
                By:

              	 /s/ 
                Geraldine Creswell
	 	
                 
                  Name:  Geraldine Creswell

              
	 	
                 
                  Title:    Assistant
                  Treasurer

              


      

       

       

      
        
          
          

        

        
          CSX
            Transportation, Inc. - First Supplemental Indenture - Signature
            page

          
            

          

        

        
          
          

        

      

      
 

      Schedule
        A

       

      Equipment

       

      
        	
                
                  Equipment
                    Group

                

              	 	
                
                  Year
                    of

                  Delivery

                

              	 	
                
                  Quantity

                

              	 
	
                Equipment
                  Group 1:

              	 	 	 	 	 
	 	 	 	 	 	 
	 	 	
                2001

              	 	
                50

              	 
	 	 	 	 	 	 
	
                Equipment
                  Group 2:

              	 	 	 	 	 
	 	 	 	 	 	 
	 	 	
                2003

              	 	
                30

              	 
	 	 	 	 	 	 
	
                Equipment
                  Group 3:

              	 	 	 	 	 
	 	 	 	 	 	 
	 	 	
                2004

              	 	
                33

              	 
	 	 	 	 	 	 
	
                Equipment
                  Group 4:

              	 	 	 	 	 
	 	 	 	 	 	 
	 	 	
                2006

              	 	
                102

              	 
	 	 	 	 	 	 
	
                Equipment
                  Group 5:

              	 	 	 	 	 
	 	 	 	 	 	 
	 	 	
                2007

              	 	
                100

              	 
	 	 	 	 	 	 
	
                Total

              	 	 	 	
                315

              	 


      

       

       

      
        
          
          

        

        
          Sch.
            A-1

          
            

          

        

        
          
          

        

      

      
 

      


      Road
        Numbers of Items of Equipment

      


      
        	
                
                  Equipment
                    Group 1

                

              	 	
                
                  Equipment
                    Group 2

                

              	 	
                
                  Equipment
                    Group 3

                

              	 	
                
                  Equipment
                    Group 4

                

              	 	
                
                  Equipment
                    Group 5

                

              
	
                CSXT0536

              	
                 

              	
                CSXT4725

              	
                 

              	
                CSXT4753

              	
                 

              	
                CSXT5400

              	
                 

              	
                CSXT5499

              
	
                CSXT0546

              	
                 

              	
                CSXT4727

              	
                 

              	
                CSXT4761

              	
                 

              	
                CSXT5401

              	
                 

              	
                CSXT5500

              
	
                CSXT0535

              	
                 

              	
                CSXT4728

              	
                 

              	
                CSXT4762

              	
                 

              	
                CSXT5399

              	
                 

              	
                CSXT5501

              
	
                CSXT0544

              	
                 

              	
                CSXT4729

              	
                 

              	
                CSXT4764

              	
                 

              	
                CSXT5394

              	
                 

              	
                CSXT5498

              
	
                CSXT0534

              	
                 

              	
                CSXT4730

              	
                 

              	
                CSXT4755

              	
                 

              	
                CSXT5395

              	
                 

              	
                CSXT5496

              
	
                CSXT0540

              	
                 

              	
                CSXT4722

              	
                 

              	
                CSXT4765

              	
                 

              	
                CSXT5396

              	
                 

              	
                CSXT5497

              
	
                CSXT0545

              	
                 

              	
                CSXT4723

              	
                 

              	
                CSXT4766

              	
                 

              	
                CSXT5397

              	
                 

              	
                CSXT5495

              
	
                CSXT0533

              	
                 

              	
                CSXT4724

              	
                 

              	
                CSXT4767

              	
                 

              	
                CSXT5398

              	
                 

              	
                CSXT5492

              
	
                CSXT0542

              	
                 

              	
                CSXT4726

              	
                 

              	
                CSXT4754

              	
                 

              	
                CSXT5390

              	
                 

              	
                CSXT5490

              
	
                CSXT0543

              	
                 

              	
                CSXT4709

              	
                 

              	
                CSXT4758

              	
                 

              	
                CSXT5391

              	
                 

              	
                CSXT5491

              
	
                CSXT0541

              	
                 

              	
                CSXT4707

              	
                 

              	
                CSXT4737

              	
                 

              	
                CSXT5393

              	
                 

              	
                CSXT5493

              
	
                CSXT0532

              	
                 

              	
                CSXT4711

              	
                 

              	
                CSXT4743

              	
                 

              	
                CSXT5392

              	
                 

              	
                CSXT5494

              
	
                CSXT0538

              	
                 

              	
                CSXT4710

              	
                 

              	
                CSXT4735

              	
                 

              	
                CSXT5386

              	
                 

              	
                CSXT5487

              
	
                CSXT0539

              	
                 

              	
                CSXT4702

              	
                 

              	
                CSXT4756

              	
                 

              	
                CSXT5380

              	
                 

              	
                CSXT5488

              
	
                CSXT0537

              	
                 

              	
                CSXT4705

              	
                 

              	
                CSXT4763

              	
                 

              	
                CSXT5385

              	
                 

              	
                CSXT5489

              
	
                CSXT0529

              	
                 

              	
                CSXT4717

              	
                 

              	
                CSXT4749

              	
                 

              	
                CSXT5387

              	
                 

              	
                CSXT5479

              
	
                CSXT0530

              	
                 

              	
                CSXT4719

              	
                 

              	
                CSXT4746

              	
                 

              	
                CSXT5388

              	
                 

              	
                CSXT5481

              
	
                CSXT0531

              	
                 

              	
                CSXT4713

              	
                 

              	
                CSXT4750

              	
                 

              	
                CSXT5389

              	
                 

              	
                CSXT5482

              
	
                CSXT0526

              	
                 

              	
                CSXT4714

              	
                 

              	
                CSXT4751

              	
                 

              	
                CSXT5381

              	
                 

              	
                CSXT5483

              
	
                CSXT0527

              	
                 

              	
                CSXT4720

              	
                 

              	
                CSXT4752

              	
                 

              	
                CSXT5383

              	
                 

              	
                CSXT5484

              
	
                CSXT0528

              	
                 

              	
                CSXT4721

              	
                 

              	
                CSXT4731

              	
                 

              	
                CSXT5384

              	
                 

              	
                CSXT5485

              
	
                CSXT0525

              	
                 

              	
                CSXT4712

              	
                 

              	
                CSXT4732

              	
                 

              	
                CSXT5378

              	
                 

              	
                CSXT5486

              
	
                CSXT0497

              	
                 

              	
                CSXT4718

              	
                 

              	
                CSXT4747

              	
                 

              	
                CSXT5382

              	
                 

              	
                CSXT5475

              
	
                CSXT0499

              	
                 

              	
                CSXT4715

              	
                 

              	
                CSXT4748

              	
                 

              	
                CSXT5377

              	
                 

              	
                CSXT5478

              
	
                CSXT0501

              	
                 

              	
                CSXT4716

              	
                 

              	
                CSXT4757

              	
                 

              	
                CSXT5379

              	
                 

              	
                CSXT5480

              
	
                CSXT0508

              	
                 

              	
                CSXT4704

              	
                 

              	
                CSXT4733

              	
                 

              	
                CSXT5373

              	
                 

              	
                CSXT5470

              
	
                CSXT0518

              	
                 

              	
                CSXT4706

              	
                 

              	
                CSXT4734

              	
                 

              	
                CSXT5374

              	
                 

              	
                CSXT5471

              
	
                CSXT0520

              	
                 

              	
                CSXT4708

              	
                 

              	
                CSXT4739

              	
                 

              	
                CSXT5375

              	
                 

              	
                CSXT5473

              
	
                CSXT0505

              	
                 

              	
                CSXT4701

              	
                 

              	
                CSXT4740

              	
                 

              	
                CSXT5372

              	
                 

              	
                CSXT5474

              
	
                CSXT0516

              	
                 

              	
                CSXT4703

              	
                 

              	
                CSXT4741

              	
                 

              	
                CSXT5376

              	
                 

              	
                CSXT5476

              
	
                CSXT0517

              	
                 

              	
                 

              	
                 

              	
                CSXT4742

              	
                 

              	
                CSXT5367

              	
                 

              	
                CSXT5477

              
	
                CSXT0519

              	
                 

              	
                 

              	
                 

              	
                CSXT4744

              	
                 

              	
                CSXT5371

              	
                 

              	
                CSXT5472

              
	
                CSXT0523

              	
                 

              	
                 

              	
                 

              	
                CSXT4745

              	
                 

              	
                CSXT5366

              	
                 

              	
                CSXT5469

              
	
                CSXT0524

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5368

              	
                 

              	
                CSXT5467

              
	
                CSXT0500

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5369

              	
                 

              	
                CSXT5468

              
	
                CSXT0503

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5370

              	
                 

              	
                CSXT5465

              
	
                CSXT0504

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5363

              	
                 

              	
                CSXT5466

              
	
                CSXT0511

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5365

              	
                 

              	
                CSXT5464

              
	
                CSXT0512

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5362

              	
                 

              	
                CSXT5461

              
	
                CSXT0513

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5364

              	
                 

              	
                CSXT5462

              
	
                CSXT0514

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5361

              	
                 

              	
                CSXT5463

              
	
                CSXT0515

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5360

              	
                 

              	
                CSXT5456

              
	
                CSXT0521

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5358

              	
                 

              	
                CSXT5457

              
	
                CSXT0522

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5354

              	
                 

              	
                CSXT5460

              
	
                CSXT0498

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5355

              	
                 

              	
                CSXT5458

              
	
                CSXT0502

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5357

              	
                 

              	
                CSXT5459

              
	
                CSXT0506

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5359

              	
                 

              	
                CSXT5453

              
	
                CSXT0507

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5356

              	
                 

              	
                CSXT5454

              
	
                CSXT0509

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5353

              	
                 

              	
                CSXT5455

              
	
                CSXT0510

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5350

              	
                 

              	
                CSXT5451

              


      

       

       

      
        
          
          

        

        
          Sch.
            A-2

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                 Equipment
                  Group 1

              	 	
                 Equipment
                  Group 2 

              	 	
                 Equipment
                  Group 3 

              	 	
                Equipment
                  Group 4 

              	 	
                Equipment
                  Group 5 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5351

              	
                 

              	
                CSXT5452

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5352

              	
                 

              	
                CSXT5449

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5347

              	
                 

              	
                CSXT5448

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5349

              	
                 

              	
                CSXT5450

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5348

              	
                 

              	
                CSXT5445

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5343

              	
                 

              	
                CSXT5446

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5346

              	
                 

              	
                CSXT5447

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5345

              	
                 

              	
                CSXT5444

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5342

              	
                 

              	
                CSXT5443

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5344

              	
                 

              	
                CSXT5441

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5338

              	
                 

              	
                CSXT5442

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5340

              	
                 

              	
                CSXT5437

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5341

              	
                 

              	
                CSXT5438

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5339

              	
                 

              	
                CSXT5439

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5336

              	
                 

              	
                CSXT5440

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5337

              	
                 

              	
                CSXT5435

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5332

              	
                 

              	
                CSXT5436

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5335

              	
                 

              	
                CSXT5433

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5334

              	
                 

              	
                CSXT5434

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5325

              	
                 

              	
                CSXT5431

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5331

              	
                 

              	
                CSXT5432

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5333

              	
                 

              	
                CSXT5429

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5323

              	
                 

              	
                CSXT5430

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5326

              	
                 

              	
                CSXT5427

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5327

              	
                 

              	
                CSXT5428

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5328

              	
                 

              	
                CSXT5425

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5329

              	
                 

              	
                CSXT5426

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5330

              	
                 

              	
                CSXT5424

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5320

              	
                 

              	
                CSXT5420

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5321

              	
                 

              	
                CSXT5423

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5322

              	
                 

              	
                CSXT5422

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5324

              	
                 

              	
                CSXT5419

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5318

              	
                 

              	
                CSXT5421

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5319

              	
                 

              	
                CSXT5418

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5312

              	
                 

              	
                CSXT5415

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5313

              	
                 

              	
                CSXT5416

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5314

              	
                 

              	
                CSXT5417

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5315

              	
                 

              	
                CSXT5413

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5316

              	
                 

              	
                CSXT5414

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5317

              	
                 

              	
                CSXT5410

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5310

              	
                 

              	
                CSXT5411

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5311

              	
                 

              	
                CSXT5412

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5308

              	
                 

              	
                CSXT5408

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5309

              	
                 

              	
                CSXT5409

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5304

              	
                 

              	
                CSXT5405

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5305

              	
                 

              	
                CSXT5407

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5306

              	
                 

              	
                CSXT5402

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5307

              	
                 

              	
                CSXT5403

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5300

              	
                 

              	
                CSXT5404

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5301

              	
                 

              	
                CSXT5406

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5302

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                CSXT5303

              	
                 

              	
                 

              


      

       

       

      
        
          
          

        

        
          Sch.
            A-3

          
            

          

        

        
          
          

        

      

       

      Schedule
        B

       

      Portion
        of Scheduled Installments of Principal Attributable to Each Equipment Group
        as
        of the Closing Date

       

      
        	
                
                  Payment
                    Date

                

              	 	
                
                  Equipment
                    Group 1

                

              	 	
                
                  Equipment
                    Group 2

                

              	 	
                
                  Equipment
                    Group 3

                

              	 	
                
                  Equipment
                    Group 4

                

              	 	
                
                  Equipment
                    Group 5

                

              
	
                July
                  15, 2008

              	 	
                $2,737,000.00

              	 	
                $1,400,000.00

              	 	
                $1,541,000.00

              	 	
                $4,452,000.00

              	 	
                $4,354,000.00

              
	
                January
                  15, 2009

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              
	
                July
                  15, 2009

              	 	
                2,737,000.00

              	 	
                1,804,000.00

              	 	
                1,540,000.00

              	 	
                4,452,000.00

              	 	
                4,355,000.00

              
	
                January
                  15, 2010

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              
	
                July
                  15, 2010

              	 	
                2,737,000.00

              	 	
                1,804,000.00

              	 	
                1,983,000.00

              	 	
                4,452,000.00

              	 	
                4,354,000.00

              
	
                January
                  15, 2011

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              
	
                July
                  15, 2011

              	 	
                2,737,000.00

              	 	
                1,804,000.00

              	 	
                1,984,000.00

              	 	
                4,452,000.00

              	 	
                4,355,000.00

              
	
                January
                  15, 2012

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              
	
                July
                  15, 2012

              	 	
                2,737,000.00

              	 	
                1,804,000.00

              	 	
                1,984,000.00

              	 	
                5,735,000.00

              	 	
                4,354,000.00

              
	
                January
                  15, 2013

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              
	
                July
                  15, 2013

              	 	
                2,737,000.00

              	 	
                1,803,000.00

              	 	
                1,984,000.00

              	 	
                5,735,000.00

              	 	
                5,609,000.00

              
	
                January
                  15, 2014

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              
	
                July
                  15, 2014

              	 	
                2,737,000.00

              	 	
                1,804,000.00

              	 	
                1,983,000.00

              	 	
                5,735,000.00

              	 	
                5,609,000.00

              
	
                January
                  15, 2015

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              
	
                July
                  15, 2015

              	 	
                2,737,000.00

              	 	
                1,804,000.00

              	 	
                1,984,000.00

              	 	
                5,735,000.00

              	 	
                5,609,000.00

              
	
                January
                  15, 2016

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              
	
                July
                  15, 2016

              	 	
                2,737,000.00

              	 	
                1,804,000.00

              	 	
                1,984,000.00

              	 	
                5,735,000.00

              	 	
                5,608,000.00

              
	
                January
                  15, 2017

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              
	
                July
                  15, 2017

              	 	
                2,737,000.00

              	 	
                1,804,000.00

              	 	
                1,984,000.00

              	 	
                5,734,000.00

              	 	
                5,609,000.00

              
	
                January
                  15, 2018

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              
	
                July
                  15, 2018

              	 	
                2,737,000.00

              	 	
                1,804,000.00

              	 	
                1,983,000.00

              	 	
                5,735,000.00

              	 	
                5,609,000.00

              
	
                January
                  15, 2019

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              
	
                July
                  15, 2019

              	 	
                2,737,000.00

              	 	
                1,803,000.00

              	 	
                1,984,000.00

              	 	
                5,735,000.00

              	 	
                5,609,000.00

              
	
                January
                  15, 2020

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              
	
                July
                  15, 2020

              	 	
                2,737,000.00

              	 	
                1,804,000.00

              	 	
                1,984,000.00

              	 	
                5,735,000.00

              	 	
                5,609,000.00

              
	
                January
                  15, 2021

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              
	
                July
                  15, 2021

              	 	
                1,306,608.04

              	 	
                1,012,291.14

              	 	
                1,177,851.56

              	 	
                3,706,163.27

              	 	
                3,745,185.30

              
	
                January
                  15, 2022

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              	 	
                0.00

              
	
                July
                  15, 2022

              	 	
                1,306,608.04

              	 	
                1,012,291.14

              	 	
                1,177,851.56

              	 	
                3,706,163.27

              	 	
                3,745,185.30

              
	
                January
                  15, 2023

              	 	
                11,071,783.92

              	 	
                10,602,417.72

              	 	
                13,514,296.88

              	 	
                49,935,673.46

              	 	
                54,206,629.40

              
	
                Total

              	 	
                $49,266,000.00

              	 	
                $35,673,000.00

              	 	
                $40,772,000.00

              	 	
                $126,770,000.00

              	 	
                $128,340,000.00

              


      

       

       

      
        
          
          

        

        
          Sch.
            B-1

          
            

          

        

        
          
          

        

      

      
 

      Exhibit
        A

       

      UNLESS
        THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
        OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
        OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
        THE
        DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
        SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
        DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
        OR
        OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
        CEDE & CO., HAS AN INTEREST HEREIN.

       

      TRANSFERS
        OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
        TO
        NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
        NOMINEE.

       

      CSX
        TRANSPORTATION, INC.

       

      $
        380,821,000

      6.251%
        SECURED EQUIPMENT NOTES DUE 2023

       

      


      
        	
                No.
                  1-A

                 

              	
                CUSIP
                  No. 126410 LM9

                ISIN
                  No. US126410LM99

              


      

      


      This
        security (the “Security”) is one of a duly authorized issue of securities
        (herein called the “Securities”) of CSX Transportation, Inc., a Virginia
        corporation (hereinafter called the “Company,” which term includes any successor
        corporation under the Indenture hereinafter referred to), issued and to be
        issued in one or more series under an indenture, unlimited as to aggregate
        principal amount, dated as of December 13, 2007 (the “Base Indenture”), between
        the Company and The Bank of New York Trust Company, N.A., as trustee (herein
        called the “Trustee,” which term includes any successor trustee under the
        Indenture (as hereinafter defined)), as supplemented by a First Supplemental
        Indenture dated as of December 13, 2007, among the Company, CSX Corporation,
        a
        Virginia corporation (the “Guarantor”) and the Trustee (the “First
        Supplemental Indenture”) (the Base Indenture, as supplemented by the First
        Supplemental Indenture being herein called the “Indenture”) to which indenture
        reference is hereby made for a statement of the respective rights thereunder
        of
        the Company, the Guarantor, the Trustee and the Holders of the Securities
        and of
        the terms upon which the Securities are, and are to be, authenticated and
        delivered.  This Security is one of the series designated on the face
        hereof, which series has been issued in an aggregate principal amount of
        $380,821,000 (THREE HUNDRED EIGHTY MILLION EIGHT HUNDRED TWENTY-ONE THOUSAND
        DOLLARS) (as adjusted from time to time in accordance with the terms and
        provisions hereof and as set forth on Schedule A hereto, the “Principal Amount”)
        of the Securities of such series, with the dates for the payment of principal
        and interest (each such date, a “Payment Date”), date of original issuance, and
        Maturity Date specified herein and bearing interest on said Principal Amount
        at
        the interest rate specified herein.

       

      
        
          
          

        

        
          Exh.
            A-1

          
            

          

        

        
          
          

        

      

       

       

      The
        Company, for value received, hereby promises to pay CEDE & CO., or its
        registered assigns, the principal sum of $380,821,000 (THREE HUNDRED EIGHTY
        MILLION EIGHT HUNDRED TWENTY-ONE THOUSAND DOLLARS), payable in installments
        of
        principal commencing on July 15, 2008, and ending on January 15, 2023, as
        set forth for each date in Schedule A hereto (as such Schedule A may be replaced
        from time to time pursuant to Section 4.1 of the First Supplemental Indenture),
        and to pay interest (computed on the basis of a 360-day year of twelve 30-day
        months) thereon from December 13, 2007 or from the most recent Payment Date
        to
        which interest has been paid or duly provided for, or, if the date of this
        Security is a Payment Date to which interest has been paid or duly provided
        for,
        then from the date hereof, semiannually in arrears on January 15 and July
        15 of
        each year, commencing July 15, 2008, and at the date of final Maturity at
        the
        rate of 6.251% per annum, until the principal hereof is paid or duly made
        available for payment.  The Company shall pay interest on overdue
        principal and premium, if any, and (to the extent lawful) interest on overdue
        installments of interest at the rate per annum borne by the
        Security.  The interest so payable, and punctually paid or duly
        provided for, together with the installment of principal, if any, to the
        extent
        not in full payment of this Note, and any premium, on any Payment Date will,
        as
        provided in such Indenture, be paid to the Person in whose name this Security
        (or one or more Predecessor Securities) is registered at the close of business
        on the Regular Record Date for such interest, which shall be the January
        1 or
        July 1 (whether or not a Business Day), as the case may be, next preceding
        such
        Payment Date.  Except as otherwise provided in the Indenture, any such
        interest not so punctually paid or duly provided for shall forthwith cease
        to be
        payable to the Holder on such Regular Record Date and may be paid to the
        Person
        in whose name this Security (or one or more Predecessor Securities) is
        registered at the close of business on a Special Record Date to be fixed
        by the
        Trustee for the payment of such Defaulted Interest, notice whereof shall
        be
        given to the Holder of this Security not less than 10 days prior to such
        Special
        Record Date, or may be paid at any time in any other lawful manner not
        inconsistent with the requirements of any securities exchange or automated
        quotation system on which the Securities of this series may be listed or
        quoted,
        and upon such notice as may be required by such exchange or system, all as
        more
        fully provided in the Indenture.  Notwithstanding the foregoing,
        interest payable on this Security at the date of final Maturity will be payable
        to the person to whom principal is payable.

       

      The
        Indenture Estate is held by the Trustee as security for the Securities of
        this
        series.  Reference is hereby made to the Indenture for a statement of
        the rights of the Holder of, and the nature and extent of the security for,
        this
        Security, as well as for a statement of the terms and conditions of the trusts
        created by the Indenture, to all of which terms and conditions in the Indenture
        each Holder hereof agrees by its acceptance of this Security.

       

      This
        Security is exchangeable in whole or from time to time in part for definitive
        Registered Securities of this series only as provided in this
        paragraph.  If (x) the Depository with respect to the Securities of
        this series (the “Depository”) notifies the Company that it is unwilling, unable
        or ineligible to continue as Depository for this Security or if at any time
        the
        Depository ceases to be a clearing agency registered under the Securities
        Exchange Act of 1934, as amended, and a successor Depository is not appointed
        by
        the Company within 90 days, (y) the Company in its sole discretion determines
        that this Security shall be exchangeable for definitive Registered Securities
        and executes and delivers to the Trustee a Company Order providing that this
        Security shall be so exchangeable with the registration information necessary
        to
        prepare such definitive Registered Securities or (z) there shall have happened
        and be continuing an Event of Default or any event which, after notice or
        lapse
        of time, or both, would become an Event of Default with respect to the
        Securities of the series of which this Security is a part, this Security
        or any
        portion hereof shall, in the case of clause (x) above, be exchanged for
        definitive Registered Securities of this series, and in the case of clauses
        (y)
        and (z) above, be exchangeable for definitive Registered Securities of this
        series, provided that the definitive Security so issued in exchange for this
        Security shall be in authorized denominations and be of like tenor and of
        an
        equal aggregate principal amount as the portion of the Security to be exchanged,
        and provided further that, in the case of clauses (y) and (z) above, definitive
        Registered Securities of this series will be issued in exchange for this
        Security, or any portion hereof, only if such definitive Registered Securities
        were requested by written notice to the Security Registrar by or on behalf
        of a
        Person who is a beneficial owner of an interest herein given through the
        Holder
        hereof.  Any definitive Registered Security of this series issued in
        exchange for this Security, or any portion hereof, shall be registered in
        the
        name or names of such Person or Persons as the Holder hereof shall instruct
        the
        Security Registrar.  Except as provided above, owners of beneficial
        interests in this Security will not be entitled to receive physical delivery
        of
        Securities in definitive form and will not be considered the Holders thereof
        for
        any purpose under the Indenture.

       

      
        
          
          

        

        
          Exh.
            A-2

          
            

          

        

        
          
          

        

      

       

      Any
        exchange of this Security or portion hereof for one or more definitive
        Registered Securities of this series will be made at the New York office
        of the
        Security Registrar or at the office of any transfer agent designated by the
        Company for that purpose.  Upon exchange of any portion of this
        Security for one or more definitive Registered Securities of this series,
        the
        Trustee shall endorse Exhibit A of this Security to reflect the reduction
        of its
        Principal Amount by an amount equal to the aggregate principal amount of
        the
        definitive Registered Securities of this series so issued in exchange, whereupon
        the Principal Amount hereof shall be reduced for all purposes by the amount
        so
        exchanged and noted.  Except as otherwise provided herein or in the
        Indenture, until exchanged in full for one or more definitive Registered
        Securities of this series, this Security shall in all respects be subject
        to and
        entitled to the same benefits and conditions under the Indenture as a duly
        authenticated and delivered definitive Registered Security of this
        series.

       

      The
        principal and any interest in respect of any portion of this Security payable
        in
        respect of a Payment Date or at the Stated Maturity thereof, in each case
        occurring prior to the exchange of such portion for a definitive Registered
        Security or Securities of this series, will be paid, as provided herein,
        to the
        Holder hereof which will undertake in such circumstances to credit any such
        principal and interest received by it in respect of this Security to the
        respective accounts of the Persons who are the beneficial owners of such
        interests on such Interest Payment Date or at Stated Maturity.  If a
        definitive Registered Security or Registered Securities of this series are
        issued in exchange for any portion of this Security after the close of business
        at the office or agency where such exchange occurs on (i) any Regular Record
        Date and before the opening of business at such office or agency on the relevant
        Interest Payment Date, or (ii) any Special Record Date and before the opening
        of
        business at such office or agency on the related proposed date for payment
        of
        Defaulted Interest, then interest or Defaulted Interest, as the case may
        be,
        will not be payable on such Interest Payment Date or proposed date for payment,
        as the case may be, in respect of such Registered Security, but will be payable
        on such Interest Payment Date or proposed date for payment, as the case may
        be,
        only to the Holder hereof, and the Holder hereof will undertake in such
        circumstances to credit such interest to the account or accounts of the Persons
        who were the beneficial owners of such portion of this Security on such Regular
        Record Date or Special Record Date, as the case may be.

       

      Payment
        of the principal of and any such interest on this Security will be made at
        the
        offices of the Trustee as Paying Agent, in the Borough of Manhattan, The
        City of
        New York, or at such other office or agency of the Company as may be designated
        by it for such purpose in the Borough of Manhattan, The City of New York,
        in
        such coin or currency of the United States of America as at the time of payment
        shall be legal tender for the payment of public and private debts by check
        mailed to the registered Holders thereof; provided, however, that
        at the option of the Holder, payment of interest may be made by wire transfer
        of
        immediately available funds to an account of the Person entitled hereto as
        such
        account shall be provided to the Security Registrar and shall appear in the
        Security Register.

       

      The
        Securities shall be redeemable in accordance with Article Four of the First
        Supplemental Indenture.

       

      
        
          
          

        

        
          Exh.
            A-3

          
            

          

        

        
          
          

        

      

       

      Notice
        of
        redemption shall be given as provided in Section 1104 of the Base Indenture
        and
        Section 4.3 of the First Supplemental Indenture; provided, that such notice
        shall not be required to include the Redemption Price but shall instead include
        the manner of calculation of the Redemption Price.

       

      Unless
        the Company defaults in payment of the Redemption Price, on and after the
        Redemption Date interest will cease to accrue on the Securities or portions
        thereof called for redemption.

       

      If
        an
        Event of Default with respect to Securities of this series shall occur and
        be
        continuing, the principal of the Securities of this series (including this
        Security and the interests represented hereby) may be declared due and payable
        in the manner and with the effect provided in the Indenture.  Upon
        payment (i) of the amount of principal so declared due and payable and (ii)
        of
        interest on any overdue principal and overdue interest (in each case to the
        extent that the payment of such interest shall be legally enforceable), all
        of
        the Company’s obligations in respect of the payment of the principal of and any
        interest on the Securities of this series (including this Security and the
        interests represented hereby) shall terminate.

       

      The
        Indenture contains provisions for defeasance at any time of the entire
        indebtedness of the Company on this Security, upon compliance with certain
        conditions set forth therein, which provisions shall apply to this
        Security.

       

      Securities
        of this series are entitled to the benefits of the Guarantee provided in
        Article
        Nine of the First Supplemental Indenture.

       

      The
        Indenture permits, with certain exceptions as therein provided, the amendment
        thereof and the modification of the rights and obligations of the Company
        and
        the rights of the Holders of the Securities of each series to be affected
        under
        the Indenture at any time by the Company and the Trustee with the consent
        of the
        Holders of a majority in aggregate principal amount of the Securities at
        the
        time Outstanding of each series affected thereby.  The Indenture also
        contains provisions permitting the Holders of specified percentages in aggregate
        principal amount of the Securities of each series at the time Outstanding
        on
        behalf of the Holders of all Securities of such series to waive compliance
        by
        the Company with certain provisions of the Indenture and certain past defaults
        under the Indenture and their consequences.  Any such consent or
        waiver by the Holder of this Security shall be conclusive and binding upon
        such
        Holder and upon all future Holders of this Security and the Persons who are
        beneficial owners of interests represented hereby, and of any Security issued
        in
        exchange herefor or in lieu hereof whether or not notation of such consent
        or
        waiver is made upon this Security.

       

      As
        set
        forth in, and subject to, the provisions of the Indenture, no Holder of any
        Security of this series will have any right to institute any proceeding with
        respect to the Indenture or for any remedy thereunder, unless such Holder
        shall
        have previously given to the Trustee written notice of a continuing Event
        of
        Default with respect to the Securities of this series, the Holders of not
        less
        than 25% in aggregate principal amount of the Outstanding Securities of this
        series shall have made written request, and offered reasonable indemnity,
        to the
        Trustee to institute such proceeding as trustee, and the Trustee shall not
        have
        received from the Holders of a majority in aggregate principal amount of
        the
        Outstanding Securities of this series a direction inconsistent with such
        request
        and shall have failed to institute such proceeding within 60 days; provided,
        however, that such limitations do not apply to a suit instituted by the Holder
        hereof for the enforcement of payment of the principal of (and premium, if
        any)
        or interest on this Security on or after the respective due dates expressed
        herein.

       

      No
        reference herein to the Indenture and no provision of this Security or of
        the
        Indenture shall alter or impair the obligation of the Company, which is absolute
        and unconditional to pay the principal of (and premium, if any) and interest
        on
        this Security at the time, place and rate, and in the coin or currency, herein
        prescribed.

       

      
        
          
          

        

        
          Exh.
            A-4

          
            

          

        

        
          
          

        

      

       

      As
        provided in the Indenture and subject to certain limitations therein and
        herein
        set forth, the transfer of Registered Securities of the series of which this
        Security is a part may be registered on the Security Register of the Company,
        upon surrender of such Securities for registration of transfer at the office
        of
        the Security Registrar, duly endorsed by, or accompanied by a written instrument
        of transfer in form satisfactory to the Company and the Security Registrar
        duly
        executed by the Holder thereof or his attorney duly authorized in writing,
        and
        thereupon one or two more new Securities of this Series and of like tenor,
        of
        authorized denominations and for the same aggregate principal amount, will
        be
        issued to the designated transferee or transferees.

       

      No
        service charge shall be made for any such registration of transfer or exchange
        of Securities as provided above, but the Company may require payment of a
        sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith.

       

      Prior
        to
        due presentment of this Security for registration of transfer, the Company,
        the
        Trustee and any agent of the Company or the Trustee may treat the Person
        in
        whose name this Security is registered as the owner hereof for all purposes,
        whether or not this Security be overdue, and neither the Company, the Trustee
        nor any such agent shall be affected by notice to the contrary.

       

      The
        Securities of this series of which this Security is a part are issuable only
        in
        registered form without coupons, in denominations of $2,000.00 and integral
        multiples of $1,000.00.  As provided in the Indenture and subject to
        certain limitations therein set forth, the Securities of this series are
        exchangeable for a like aggregate principal amount of Securities of this
        series
        and of like tenor of a different authorized denomination, as requested by
        the
        Holder surrendering the same.

       

      The
        Securities of this series shall be dated the date of their
        authentication.

       

      All
        terms
        used in this Security which are defined in the Indenture shall have the meanings
        assigned to them in the Indenture.

       

      Unless
        the certificate of authentication hereon has been executed by or on behalf
        of
        the Trustee under the Indenture, or its successor thereunder, by the manual
        signature of one of its authorized officers, this Security shall not be entitled
        to any benefit under the Indenture or be valid or obligatory for any
        purpose.

       

      
        
          
          

        

        
          Exh.
            A-5

          
            

          

        

        
          
          

        

      

      


      IN
        WITNESS WHEREOF, the Company has
        caused this instrument to be duly executed under its corporate
        seal.

       

       

      Dated:  _____,
        20__

       

      
        	
                CSX
                  TRANSPORTATION, INC.

              
	 
	
                By:

              	 
	 	
                 
                  Name:

              
	 	
                 
                  Title:

              


      

       

      Attest:

       

      ________________________________

      Assistant
        Corporate Secretary

       

       

       

       

      
        	
                STATE
                  OF

              	 
	 	
                )
                  ss.:

              
	
                COUNTY/CITY
                  OF

              	 


      

       

       

      Before
        me, a Notary Public in and for said State and County/City, personally appeared
        __________, personally known to me or proved to me on the basis of satisfactory
        evidence to be the person whose name is subscribed to the within instrument
        and
        acknowledged to me that he executed the same in his authorized capacity,
        and
        that by his signature on the instrument, the company on behalf of which he
        acted
        executed the instrument.

       

      WITNESS
        my hand and official seal this _____ day of __________, 200___, in the State
        and
        County/City aforesaid.

       

      _________________________________________________

      Notary
        Public in and for the State and County/City aforesaid

       

      My
        commission expires:  ______________________________

       

      Printed
        Name of Notary Public:

       

      
        
          
          

        

        
          Exh.
            A-6

          
            

          

        

        
          
          

        

      

       

       

      TRUSTEE’S
        CERTIFICATE OF AUTHENTICATION

       

      This
        is
        one of the Securities of a series issued under the Indenture described
        herein.

       

      
        	
                THE
                  BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee

              
	 
	
                By:

              	 
	 	
                 
                  Name:

              
	 	
                 
                  Title:

              


      

      


       

       

      
        
          
          

        

        
          Exh.
            A-7

          
            

          

        

        
          
          

        

      

      
 

      FORM
        OF
        TRANSFER NOTICE

       

       

      FOR
        VALUE
        RECEIVED the undersigned registered holder hereby sell(s), assign(s) and
        transfer(s) unto

       

      Insert
        Taxpayer Identification No.

       

      
        

      

      Please
        print or typewrite name and address including zip code of assignee

       

      
        

      

      the
        within Security and all rights thereunder, hereby irrevocably constituting
        and
        appointing

       

      ____________________________________________
        attorney to transfer said Security on the books of the Security Registrar
        with
        full power of substitution in the premises.

       

       

       

      
        	
                Date:  ___________________________

              	 
	 	
                NOTICE:  The
                  signature to this assignment must correspond with the name as written
                  upon
                  the face of the within-mentioned instrument in every particular,
                  without
                  alteration or any change
                  whatsoever.

              


      

       

       

      
        
          
          

        

        
          Exh.
            A-8

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        A

       

       

      
        	
                
                  Payment
                    Date

                

              	 	
                
                  Scheduled
                    Principal Repayment

                

              	 	
                
                  Pool
                    Factor

                

              
	
                July
                  15, 2008

              	 	 	
                $14,484,000.00

              	 	
                0.96196638

              
	
                January
                  15, 2009

              	 	 	
                $0.00

              	 	
                0.96196638

              
	
                July
                  15, 2009

              	 	 	
                $14,888,000.00

              	 	
                0.92287190

              
	
                January
                  15, 2010

              	 	 	
                $0.00

              	 	
                0.92287190

              
	
                July
                  15, 2010

              	 	 	
                $15,330,000.00

              	 	
                0.88261677

              
	
                January
                  15, 2011

              	 	 	
                $0.00

              	 	
                0.88261677

              
	
                July
                  15, 2011

              	 	 	
                $15,332,000.00

              	 	
                0.84235638

              
	
                January
                  15, 2012

              	 	 	
                $0.00

              	 	
                0.84235638

              
	
                July
                  15, 2012

              	 	 	
                $16,614,000.00

              	 	
                0.79872959

              
	
                January
                  15, 2013

              	 	 	
                $0.00

              	 	
                0.79872959

              
	
                July
                  15, 2013

              	 	 	
                $17,868,000.00

              	 	
                0.75180991

              
	
                January
                  15, 2014

              	 	 	
                $0.00

              	 	
                0.75180991

              
	
                July
                  15, 2014

              	 	 	
                $17,868,000.00

              	 	
                0.70489022

              
	
                January
                  15, 2015

              	 	 	
                $0.00

              	 	
                0.70489022

              
	
                July
                  15, 2015

              	 	 	
                $17,869,000.00

              	 	
                0.65796792

              
	
                January
                  15, 2016

              	 	 	
                $0.00

              	 	
                0.65796792

              
	
                July
                  15, 2016

              	 	 	
                $17,868,000.00

              	 	
                0.61104824

              
	
                January
                  15, 2017

              	 	 	
                $0.00

              	 	
                0.61104824

              
	
                July
                  15, 2017

              	 	 	
                $17,868,000.00

              	 	
                0.56412855

              
	
                January
                  15, 2018

              	 	 	
                $0.00

              	 	
                0.56412855

              
	
                July
                  15, 2018

              	 	 	
                $17,868,000.00

              	 	
                0.51720887

              
	
                January
                  15, 2019

              	 	 	
                $0.00

              	 	
                0.51720887

              
	
                July
                  15, 2019

              	 	 	
                $17,868,000.00

              	 	
                0.47028919

              
	
                January
                  15, 2020

              	 	 	
                $0.00

              	 	
                0.47028919

              
	
                July
                  15, 2020

              	 	 	
                $17,869,000.00

              	 	
                0.42336688

              
	
                January
                  15, 2021

              	 	 	
                $0.00

              	 	
                0.42336688

              
	
                July
                  15, 2021

              	 	 	
                $10,948,099.31

              	 	
                0.39461821

              
	
                January
                  15, 2022

              	 	 	
                $0.00

              	 	
                0.39461821

              
	
                July
                  15, 2022

              	 	 	
                $10,948,099.31

              	 	
                0.36586953

              
	
                January
                  15, 2023

              	 	 	
                $139,330,801.38

              	 	
                0.00000000

              


      

       

       

      
        
          
          

        

        
          Exh.
            A-9

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A

       

      Schedule
        of Exchanges

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          Exh.
            A-10

          
            

          

        

        
          
          

        

      

       

      Exhibit
        B

       

      Form
        of Memorandum of Indenture

       

      
        
          

        



      


      


      


      


      MEMORANDUM
        OF INDENTURE

      


      


      dated
        as of December 13, 2007

      


      


      between

      


      THE
        BANK OF NEW YORK TRUST COMPANY, N.A.

      as
        Trustee,

      


      and

      


      CSX
        TRANSPORTATION, INC.

      as
        Debtor,

      


      


      


      


       

       
        
          

        

      

       

       

       

      
        
          
          

        

        
          Exh.
            B-1

          
            

          

        

        
          
          

        

      

       

      


      MEMORANDUM
        OF INDENTURE

      


      THIS
        MEMORANDUM OF INDENTURE is made
        and entered into as of December 13, 2007, between THE BANK OF NEW YORK TRUST
        COMPANY, N.A. (the “Trustee”), and CSX TRANSPORTATION,
        INC. (the “Company”).

      


      WITNESSETH:

      


      1.  The
        Trustee and the
        Company have entered that certain Indenture, dated as of December 13, 2007
        (the
“Indenture”).

      


      2.  This
        Memorandum of
        Indenture shall be effective as of the date hereof.

      


      3.  This
        Memorandum of
        Indenture may be executed in any number of counterparts, each executed
        counterpart constituting an original but all together only one Memorandum
        of
        Indenture.

      


      IN
        WITNESS WHEREOF, the parties hereto
        have executed or caused this Memorandum of Indenture to be executed, under
        seal,
        as of the date first above written.

      


                                                                                                      
        THE BANK OF NEW YORK TRUST COMPANY, N.A.

                                                                                                     
        as Trustee

      


      


                                                                                                      
        By:_________________________________________________

                                                                                                      
        Name:_______________________________________________

                                                                                                      
        Title:________________________________________________

      


      


                                                                                                      
        CSX TRANSPORTATION, INC.

                                                                                                       as
        Debtor

      


      


      
                        
          By:_________________________________________________

                        
          Name:_______________________________________________

                        
          Title:________________________________________________



      


      
        
          
          

        

        
          Exh.
            B-2

          
            

          

        

        
          
          

        

      

      


      


      STATE
        OF
        FLORIDA                                        
)

      )
        ss.

      COUNTY
        OF
        DUVAL                                         )

      


      On
        this  ___ day of December, 2007, before me appeared
        _________________________, the person who signed this instrument, who
        acknowledged that (s)he is the ____________________ of THE BANK OF NEW YORK
        TRUST COMPANY, N.A. and that, being duly authorized, (s)he signed such
        instrument as a free act on behalf of said corporation.

      


      


      


                                                                          ________________________________________________

                                                                          Notary
        Public

      


       

      My
        commission expires:

      


      _________________________,  ____

      


       

      
 

      
        
          
          

        

        
          Exh.
            B-3

          
            

          

        

        
          
          

        

      

       

      

        STATE
          OF
          FLORIDA                                        
)

        )
          ss.

        COUNTY
          OF
          DUVAL                                         )

         

      

      On
        this  ___ day of December,
        2007, before me appeared _________________________, the person who signed
        this
        instrument, who acknowledged that (s)he is the ____________________________
        of
        CSX TRANSPORTATION, INC. and that, being duly authorized, (s)he signed such
        instrument as a free act on behalf of said corporation.

       

      
 

      
        


                                                                            ________________________________________________

                                                                            Notary
          Public

        


         

        My
          commission expires:

        


        _________________________,  ____

         

         

        
          
            
            

          

          
            Exh.
              B-4

            
              

            

          

          
            
            

          

        

         

      

      


      Exhibit
        C

       

      Form
        of Memorandum of Supplemental Indenture

       

       

      
        
          

        

      

      


      


      


      MEMORANDUM
        OF [FIRST]1 SUPPLEMENTAL INDENTURE

      


      


      dated
        as of __________  __, 20___

      


      


      among

      


      THE
        BANK OF NEW YORK TRUST COMPANY, N.A.

      as
        Trustee,

      


      


      CSX
        TRANSPORTATION, INC.

      as
        Debtor

      


      and

      


      


      CSX
        CORPORATION,

      as
        Guarantor

      


       
        
          

        

      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      _________________________________

      
        1
          To be revised as
          necessary.

      

       

       

       

       

       

      
        
          
          

        

        
          Exh.
            C-1

          
            

          

        

        
          
          

        

      

       

       

      MEMORANDUM
        OF [FIRST] SUPPLEMENTAL INDENTURE

      


      


      THIS
        MEMORANDUM OF [FIRST] SUPPLEMENTAL
        INDENTURE is made and entered into as of __________  ___, 20___, by
        and among THE BANK OF NEW YORK TRUST COMPANY, N.A. (the
“Trustee”), CSX TRANSPORTATION, INC. (the “Company”), and CSX CORPORATION (the
“Guarantor”).

      


      WITNESSETH:

      


      1.  The
        Trustee and the
        Company have entered that certain Indenture, dated as of December 13, 2007
        (the
“Indenture”).

      


      2.  A
        Memorandum of Indenture
        is being recorded with the Surface Transportation Board concurrently herewith
        pursuant to 49 U.S.C. §11301.

      


      3.  The
        Trustee, Company, and
        Guarantor have entered into that certain [First] Supplemental Indenture,
        dated
        as of __________  __, 20___, relating to the above-described Indenture
        and extending the Company’s grant of security interest therein and the
        Guarantor’s guarantee therein to certain locomotives identified on Exhibit A
        attached hereto.

      


      4.  This
        Memorandum of
        [First] Supplemental Indenture shall be effective as of the date
        hereof.

      


      5.  This
        Memorandum of
        [First] Supplemental Indenture may be executed in any number of counterparts,
        each executed counterpart constituting an original but all together only
        one
        Memorandum of [First] Supplemental Indenture.

      


      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       

       

      
        
          
          

        

        
          Exh.
            C-2

          
            

          

        

        
          
          

        

      

       

       

       

      IN
        WITNESS WHEREOF, the parties hereto
        have executed or caused this Memorandum of [First] Supplemental Indenture
        to be
        executed, under seal, as of the date first above written.

      
 

                                                                                                              
        THE BANK OF NEW YORK TRUST COMPANY, N.A.

                                                                                                               
        as Trustee

      


      


                                                                                                               By:_________________________________________________________

                                                                                                              
        Name:_______________________________________________________

                                                                                                              
        Title:________________________________________________________

      


      


                                                                                                              
        CSX TRANSPORTATION, INC.

                                                                                                              
        as Debtor

      


      
         

                                                                                                                 By:_________________________________________________________

                                                                                                                
          Name:_______________________________________________________

                                                                                                                
          Title:________________________________________________________



      


      


                                                                                                              
        CSX CORPORATION

                                                                                                                
        as Guarantor

      


      
         

                                                                                                                 By:_________________________________________________________

                                                                                                                
          Name:_______________________________________________________

                                                                                                                
          Title:________________________________________________________



      


      
        
          
          

        

        
          Exh.
            C-3

          
            

          

        

        
          
          

        

      

      


      
        STATE
          OF
          FLORIDA                                        
)

        )
          ss.

        COUNTY
          OF
          DUVAL                                         )

      

      


      On
        this  ___ day of December, 20__, before me appeared
        _________________________, the person who signed this instrument, who
        acknowledged that (s)he is the ____________________ of THE BANK OF NEW YORK
        TRUST COMPANY, N.A. and that, being duly authorized, (s)he signed such
        instrument as a free act on behalf of said corporation.

      


       

      
        
          


                                                                              ________________________________________________

                                                                              Notary
            Public

          


           

          My
            commission expires:

          


          _________________________,  ____

           

        

      

      


      
        
          
          

        

        
          Exh.
            C-4

          
            

          

        

        
          
          

        

      

       

       

      
        
          STATE
            OF
            FLORIDA                                        
)

          )
            ss.

          COUNTY
            OF
            DUVAL                                         )

        

        
                  On
          this  ___ day of December, 20__, before me appeared
          _________________________, the person who signed this instrument, who
          acknowledged that (s)he is the ____________________________ of CSX
          TRANSPORTATION, INC. and that, being duly authorized, (s)he signed such
          instrument as a free act on behalf of said corporation.

      

      


       

       

      
        
          
            


                                                                                ________________________________________________

                                                                                Notary
              Public

            


             

            My
              commission expires:

            


            _________________________,  ____

          

        

      

       

       

      
        
          
          

        

        
          Exh.
            C-5

          
            

          

        

        
          
          

        

      

      
 

      
        
          STATE
            OF
            FLORIDA                                        
)

          )
            ss.

          COUNTY
            OF
            DUVAL                                         )

        

        
On
          this  ___ day of December, 20__, before me appeared
          _________________________, the person who signed this instrument, who
          acknowledged that (s)he is the ____________________ of CSX CORPORATION
          and that,
          being duly authorized, (s)he signed such instrument as a free act on behalf
          of
          said corporation.

      

       

      
        
          
            
               

              
 

                                                                                  ________________________________________________

                                                                                  Notary
                Public

              


               

              My
                commission expires:

              


              _________________________,  ____

            

          

        

         

      

       

      
        
          
          

        

        
          Exh.
            C-6

          
            

          

        

        
          
          

        

      

      
 

      EXHIBIT
        A

      TO
        MEMORANDUM OF [FIRST] SUPPLEMENTAL INDENTURE

      


      DESCRIPTION
        OF LOCOMOTIVES AND REPORTING MARKS

      


       

       

       

       

      
 

      
        
          
          

        

        
          Exh.
            C-7

          
            

          

        

        
          
          

        

      

       

       

       

      Exhibit
        D

       

      


      
        
          

        



      


      


      


      PARTIAL
        RELEASE

      


      


      dated
        as of ________ __, 20__

      


      


      by

      


      THE
        BANK OF NEW YORK TRUST COMPANY, N.A.,

      as
        Trustee

      


       

       

      
 

      
        
          

        



      


       

       

       

      
 

      
        
          
          

        

        
          Exh.
            D-1

          
            

          

        

        
          
          

        

      

      


      


      PARTIAL
        RELEASE

      


      THIS
        PARTIAL RELEASE is made as of
        ________ ___, 20__, by THE BANK OF NEW YORK TRUST COMPANY,
        N.A. (the “Trustee”).

      


      WITNESSETH:

      


      1.  The
        Trustee and CSX
        Transportation, Inc. (the “Company”) have entered (i) that certain Indenture,
        dated as of December 13, 2007 (the “Indenture”); and (ii) along with CSX
        Corporation (the “Guarantor”), that certain First Supplemental Indenture dated
        as of December 13, 2007.

      


      2.  A
        Memorandum of Indenture
        was recorded with the Surface Transportation Board on December __, 2007 under
        Recordation No. _____.

      


      3.  A
        Memorandum of First
        Supplemental Indenture was recorded with the Surface Transportation Board
        on
        December __, 2007 under Recordation No. _____-A.

      


      4.  Pursuant
        to Section 3.10
        of the First Supplemental Indenture, the Company has requested the Trustee
        to
        execute this Partial Release to evidence for the public record the termination
        of the Indenture and First Supplemental Indenture with respect to the
        Locomotives identified in Exhibit A attached hereto.

      


      5.  This
        Partial Release
        shall be effective as of the date hereof.

      


      IN
        WITNESS WHEREOF, the Trustee has
        executed or caused this Partial Release to be executed, under seal, as of
        the
        date first above written.

      


                                                                                                              
        THE BANK OF NEW YORK TRUST COMPANY, N.A.

                                                                                                               
        as Trustee

       

      
                                                                                                                 By:_________________________________________________________

                                                                                                                
          Name:_______________________________________________________

                                                                                                                
          Title:________________________________________________________

      

      
 

       

      
        
          
          

        

        
          Exh.
            D-2

          
            

          

        

        
          
          

        

      

      

        
          STATE
            OF
            FLORIDA                                        
)

          )
            ss.

          COUNTY
            OF
            DUVAL                                         )

        

        
On
          this  ___ day of ________, 20__, before me appeared
          _________________________, the person who signed this instrument, who
          acknowledged that (s)he is the ____________________ of THE BANK OF NEW
          YORK
          TRUST COMPANY, N.A. and that, being duly authorized, (s)he signed such
          instrument as a free act on behalf of said corporation.

      

      


       

      
                                                                            ________________________________________________

                                                                            Notary
          Public

        


         

        My
          commission expires:

        


        _________________________,  ____

      

      


      


      
        
          
          

        

        
          Exh.
            D-3

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A

      TO
        PARTIAL RELEASE

      


      DESCRIPTION
        OF LOCOMOTIVES AND REPORTING MARKS

       

       

       

       

       

       

       

       

       

       

       

       

       

      Exh.
        D-4