Exhibit 10.1


 


Execution Version







 





 





 



CSX


CORPORATION


                                                                                     


 


$1,000,000,000


 


FIVE-YEAR REVOLVING

CREDIT AGREEMENT


 


May 21, 2015


                                                                                    


 


CITIBANK, N.A.


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH


MIZUHO BANK, LTD.


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

as Syndication Agents


 


MORGAN STANLEY SENIOR FUNDING, INC.


PNC BANK, NATIONAL ASSOCIATION


THE NORTHERN TRUST COMPANY


UBS SECURITIES LLC

as Documentation Agents


 


JPMORGAN CHASE BANK, N.A.

as Administrative Agent


________________________


 


J.P. MORGAN
SECURITIES LLC,


as Sole Advisor, Lead Arranger and Bookrunner


 







 


 


 




    	 



    	 



    

Table of Contents


 


Page


 


	ARTICLE I Definitions	1
	 	 
	SECTION 1.01.   Defined Terms	1
	SECTION 1.02.   Classification of Loans and Borrowings	21
	SECTION 1.03.   Terms Generally	21
	SECTION 1.04.   Accounting Terms; GAAP	21
	 	 
	ARTICLE II The Credits	22
	 	 
	SECTION 2.01.   Commitments	22
	SECTION 2.02.   Loans and Borrowings	22
	SECTION 2.03.   Requests for Revolving Borrowings	24
	SECTION 2.04.   Competitive Bid Procedure	24
	SECTION 2.05.   Letters of Credit	26
	SECTION 2.06.   Funding of Borrowings	31
	SECTION 2.07.   Interest Elections	31
	SECTION 2.08.   Expiration, Termination, Reduction and Extension of Commitments	33
	SECTION 2.09.   Repayment of Loans; Evidence of Debt	34
	SECTION 2.10.   Optional and Mandatory Prepayment of Loans	35
	SECTION 2.11.   Fees	36
	SECTION 2.12.   Interest	37
	SECTION 2.13.   Alternate Rate of Interest	38
	SECTION 2.14.   Increased Costs	39
	SECTION 2.15.   Break Funding Payments	40
	SECTION 2.16.   Taxes	41
	SECTION 2.17.   Payments Generally; Pro Rata Treatment; Sharing of Set-offs	44
	SECTION 2.18.   Mitigation Obligations; Replacement of Lenders	46
	SECTION 2.19.   Defaulting  Lenders	47
	 	 
	ARTICLE III Representations and Warranties	48
	 	 
	SECTION 3.01.   Organization; Powers	48
	SECTION 3.02.   Authorization; Enforceability	48
	SECTION 3.03.   Governmental Approvals; No Conflicts	49
	SECTION 3.04.   Financial Condition; No Material Adverse Change	49
	SECTION 3.05.   Properties	49
	SECTION 3.06.   Litigation and Environmental Matters	49
	SECTION 3.07.   Compliance with Laws and Agreements	50
	SECTION 3.08.   Investment Company Status	50



 






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	SECTION 3.09.   Taxes	50
	SECTION 3.10.   ERISA	50
	SECTION 3.11.   Disclosure	50
	SECTION 3.12.   Anti-Corruption Laws and Sanctions	50
	 	 
	ARTICLE IV Conditions	51
	 	 
	SECTION 4.01.   Closing Date	51
	SECTION 4.02.   Each Credit Event	52
	 	 
	ARTICLE V Affirmative Covenants	52
	 	 
	SECTION 5.01.   Financial Statements and Other Information	52
	SECTION 5.02.   Notices of Material Events	54
	SECTION 5.03.   Existence; Conduct of Business	54
	SECTION 5.04.   Payment of Obligations	54
	SECTION 5.05.   Maintenance of Properties; Insurance	54
	SECTION 5.06.   Books and Records; Inspection Rights	55
	SECTION 5.07.   Compliance with Laws	55
	SECTION 5.08.   Use of Proceeds, Commitments and Letters of Credit	55
	SECTION 5.09.   Federal Regulations	55
	 	 
	ARTICLE VI Negative Covenants	55
	 	 
	SECTION 6.01.   Limitation on Subsidiary Debt	56
	SECTION 6.02.   Liens	56
	SECTION 6.03.   Limitation on Sale/Leaseback Transactions	57
	SECTION 6.04.   Fundamental Changes	58
	SECTION 6.05.   Financial Covenant	59
	SECTION 6.06.   Ownership of Railroad Subsidiaries	59
	SECTION 6.07.   Sales of Unrestricted Margin Stock	59
	SECTION 6.08.   Limitation on Guarantees and Liens of CSX/NS Entities	59
	SECTION 6.09.   CSX/NS Agreement	59
	SECTION 6.10.   Final Asset Division	59
	 	 
	ARTICLE VII Events of Default	60
	 	 
	ARTICLE VIII The Agents	63
	 	 
	ARTICLE IX Miscellaneous	65
	 	 
	SECTION 9.01.   Notices	65
	SECTION 9.02.   Waivers; Amendments	65
	SECTION 9.03.   Expenses; Indemnity; Damage Waiver	66
	SECTION 9.04.   Successors and Assigns	68
	SECTION 9.05.   Survival	71



 






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	SECTION 9.06.   Counterparts; Integration; Effectiveness	71
	SECTION 9.07.   Severability	72
	SECTION 9.08.   Right of Setoff	72
	SECTION 9.09.   Governing Law; Jurisdiction; Consent to Service of Process	72
	SECTION 9.10.   WAIVER OF JURY TRIAL	72
	SECTION 9.11.   Headings	73
	SECTION 9.12.   Confidentiality	73
	SECTION 9.13.   USA PATRIOT Act	74



 


 

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



 



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FIVE-YEAR REVOLVING CREDIT AGREEMENT, dated
as of May 21, 2015, among CSX CORPORATION, a Virginia corporation, as Borrower, the LENDERS party hereto, CITIBANK, N.A., CREDIT
SUISSE AG, CAYMAN ISLANDS BRANCH, MIZUHO BANK, LTD. and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Syndication Agents, MORGAN STANLEY
SENIOR FUNDING, INC., PNC BANK, NATIONAL ASSOCIATION, THE NORTHERN TRUST COMPANY and UBS SECURITIES LLC, as Documentation Agents,
and JPMORGAN CHASE BANK, N.A., as Administrative Agent.


 


W I T N E
S S E T H :


 


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


 


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


 


ARTICLE I



 


Definitions


 


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


 


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


 


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


 


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


 


“Administrative Agent”
means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.


 


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


 


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


 







 



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“Agents” means the collective
reference to the Administrative Agent, the Syndication Agents and the Documentation Agents.


 


“Aggregate Outstanding Extensions
of Credit” means, at any time, an amount equal to the sum of (a) the aggregate Revolving Credit Exposure of the Lenders
at such time and (b) the aggregate principal amount of outstanding Competitive Loans of the Lenders at such time.


 


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


 


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


 


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


 


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


 


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


 




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Funds Effective Rate in effect on such day
plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate,
respectively.


 


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


 


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


 


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


 


	 	Index Debt Ratings

(S&P/Moody’s)	Facility Fee 

(basis points per annum)	LIBOR Margin (basis points per annum)	ABR Margin (basis points per annum)
	Category 1	A/A2 or higher	8.0	79.5	0.0
	Category 2	A-/A3	9.0	91.0	0.0
	Category 3	BBB+/Baa1	11.0	101.5	1.5
	Category 4	BBB/Baa2	15.0	110.0	10.0
	Category 5	BBB-/Baa3 or lower	20.0	130.0	30.0


 


For purposes of the foregoing, (i) if neither Moody’s
nor S&P shall have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last
two sentences of this definition), then both such rating agencies shall be deemed to have established a rating in Category 5; (ii)
if only one of Moody’s or S&P shall have in effect a rating for the Index Debt, then the Borrower and the Lenders will
negotiate in good faith to agree upon another rating agency to be substituted by an amendment to this Agreement for the rating
agency which shall not have a rating in effect, and in the absence of such amendment the Applicable Rate will be determined by
reference to the available rating; (iii) if the ratings established or deemed to have been established by Moody’s and S&P
for the Index Debt shall fall within different Categories, the Applicable Rate shall be based on the higher of the two ratings
unless one of the two ratings is two or more Categories lower than the other, in which case the Applicable Rate shall be determined
by reference to the Category next below that of the higher of the two ratings; and (iv)


 




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if the ratings established or deemed to have been established
by Moody’s and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody’s
or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each
change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change,
the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall
be determined by reference to the rating or ratings most recently in effect prior to such change or cessation. If both Moody’s
and S&P shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate
in good faith to agree upon a substitute rating agency and to amend the references to specific ratings in this definition to reflect
the ratings used by such substitute rating agency, and in the absence of such amendment then the Applicable Rate shall be determined
by reference to the rating or ratings most recently in effect prior to such change or cessation.


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required
by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the
Administrative Agent and the Borrower.


 


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


 


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


 


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


 


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


 


“Bankruptcy Event” means
with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation
of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy
Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person
by a Governmental Authority or instrumentality thereof,


 




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provided, further, that such ownership
interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from
the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality)
to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


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


 


“Borrower” means CSX Corporation,
a Virginia corporation.


 


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


 


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


 


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


 


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


 


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


 


“Change in Control” means
(a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date
hereof), of shares representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding
capital stock of the Borrower or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors
of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors
so nominated.


 


“Change in Law” means (a)
the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or
in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by
any Lender or any Issuing Bank (or, for purposes of Section 2.14(b), by any


 




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lending office of such Lender or by such Lender’s
or Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law)
of any Governmental Authority made or issued after the date of this Agreement (including, without limitation, all requests, rules,
guidelines, requirements and directives adopted, regardless of the date enacted, adopted, issued or implemented (i) under the Dodd-Frank
Wall Street Reform and Consumer Protection Act or (ii) by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or United States or foreign regulatory authorities, pursuant to Basel III).


 


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


 


“Closing Date” means the
date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02), which
date shall be no later than June 30, 2015.


 


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


 


“Commitment” means, with
respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit
hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) increased from time to time with respect
to an Increasing Lender pursuant to Section 2.02(e) and (c) reduced or increased from time to time pursuant to assignments by or
to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, in
the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment or in the Augmenting Lender Supplement
pursuant to which such Lender shall have assumed its Commitment, as applicable.


 


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


 


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


 


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


 


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


 


“Competitive Loan” means
a Loan made pursuant to Section 2.04.


 


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


 


“Conrail” means Conrail
Inc., a Pennsylvania corporation.


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


“Documentation Agents”
means the collective reference to Morgan Stanley Senior Funding, Inc., PNC Bank, National Association, The Northern Trust Company
and UBS Securities LLC, in their respective capacities as documentation agents hereunder.


 




    	8



    	 



    

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


 


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


 


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


 


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


 


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


 


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


 


“ERISA Event” means (a) any
“reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an
“accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether
or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application
for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the
Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan
or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by
the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate
of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected
to be insolvent within the meaning of Title IV of ERISA.


 


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


 




    	9



    	 



    

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


 


“Excluded Taxes” means,
with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on
account of any obligation of the Borrower hereunder, (a) income or franchise Taxes imposed on (or measured by) income and any branch
profits Taxes imposed as a result of a present or former connection between the Administrative Agent, any Lender, any Issuing Bank
or other recipient of such payment and the jurisdiction of the governmental authority imposing such Tax or any political subdivision
or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent, such Lender
or such Issuing Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement
or any other Loan Document), (b) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Sections 2.08(e) or 2.18(b)), any withholding Tax that is imposed on amounts payable to such Foreign Lender at the time such
Foreign Lender becomes a party to this Agreement or is attributable to such Foreign Lender’s failure or inability to comply
with Section 2.16(f), except to the extent that such Foreign Lender’s assignor (if any) was entitled, at the time of assignment,
to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 2.16(a) and (c) any Taxes
imposed pursuant to FATCA.


 


“Existing Credit Agreement”
means the Five-Year Revolving Credit Agreement, dated as of September 30, 2011, among CSX Corporation, as borrower, the lenders
parties thereto, Citibank, N.A., Credit Suisse AG, New York Branch, Mizuho Corporate Bank, Ltd. and The Bank of Tokyo-Mitsubishi
UFJ, Ltd., as syndication agents, Morgan Stanley Bank, PNC Bank, National Association, The Northern Trust Company and UBS Securities
LLC, as documentation agents and JPMorgan Chase Bank, N.A., as administrative agent.


 


“FATCA” means Sections
1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with, as reasonably determined by the Administrative Agent after consultation with the
Borrower), any current or future effective regulations or official interpretations thereof and any agreements entered into pursuant
to Section 1471(b)(1) of the Code.


 


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


 


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


 


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


 




    	10



    	 



    

“Fixed Rate Loan” means
a Competitive Loan bearing interest at a Fixed Rate.


 


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


 


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


 


“GAAP” means generally
accepted accounting principles in the United States of America as in effect from time to time.


 


“Governmental Authority”
means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national
bodies such as the European Union or the European Central Bank, the Bank for International Settlements or the Basel Committee on
Banking Supervision or any successor or similar authority to any of the foregoing).


 


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


 


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


 


“Hazardous Materials” means
all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	12



    	 



    

Period, and any other dates that are specified
in the applicable Competitive Bid Request as Interest Payment Dates with respect to such Borrowing.


 


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


 


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


 


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


 


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


 


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


 


“Lender Affiliate” means
(a) with respect to any Lender, (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit
in the ordinary course of its business and is administered or managed by a Lender or an


 




    	13



    	 



    

Affiliate of such Lender and (b) with respect
to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank
loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such
investment advisor.


 


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


 


“Lenders” means the Persons
listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption
or an Augmenting Lender Supplement, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption
or pursuant to Section 2.08(e) or 2.18.


 


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


 


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


 


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


 


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


 


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


 




    	14



    	 



    

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


 


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


 


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


 


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


 


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


 


“Material Indebtedness”
means Indebtedness (other than the Loans and Letters of Credit) of any one or more of the Borrower, the Subsidiaries and the CSX/NS
Entities in an aggregate principal amount exceeding $175,000,000.


 


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


 


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


 


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


 


“Net Cash Proceeds” means,
with respect to any sale or other disposition of Shares, the cash proceeds (including cash equivalents and any cash payments received
by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or
otherwise, but only as and when received) of such sale or other disposition received by the Borrower or any Subsidiary, net of
all attorneys’ fees, accountants’ fees, investment banking fees and other customary fees actually incurred by the Borrower
or any Subsidiary and documented in connection therewith and net of taxes paid or reasonably expected to be payable by the Borrower
or any Subsidiary as a result thereof.


 


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


 




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


 


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


 


“NS” means Norfolk Southern
Corporation, a Virginia corporation.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Permitted Encumbrances”
means:


 


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


 


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


 


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


 




    	16



    	 



    

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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Regulation U” means Regulation
U of the Board.


 




    	17



    	 



    

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


 


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


 


“Revolving Credit Exposure”
means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans
and its LC Exposure at such time.


 


“Revolving Loan” means
a Loan made pursuant to Section 2.03.


 


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


 


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


 


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


 


“Sanctioned Country” means,
at any time, a country, region or territory which is the subject or target of any Sanctions.


 


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


 


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


 


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


 


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


 


“Securitization Transaction”
means (i) any transaction or series of transactions that may be entered into by the Borrower or any Subsidiary pursuant to which
the Borrower or


 




    	18



    	 



    

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


 


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


 


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


 


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


 


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


 


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


 


“Statutory Reserve Rate”
means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently
referred to as “Eurocurrency liabilities” in Regulation D of the Board). Such reserve percentages shall include
those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from
time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve percentage.


 




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


 


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


 


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


 


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


 


“Syndication Agents” means
the collective reference to Citibank, N.A., Credit Suisse AG, Cayman Islands Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi
UFJ, Ltd., in their respective capacities as syndication agents hereunder.


 


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


 


“Total Capitalization”
means, at any date of determination thereof, the sum of Total Debt at such date plus Total Shareholders’ Equity at
such date.


 


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


 


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


 


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


 




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request for the issuance of Letters of Credit
hereunder and, to the extent utilized by the Borrower, any increase of Commitments and any extension of the Maturity Date.


 


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


 


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


 


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


 


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


 


SECTION 1.01.  
Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar
Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”)
or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).


 


SECTION 1.02.  
Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “but not limited to”.
The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed
as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject
to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof”
and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.


 


SECTION 1.03.  
Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP (provided that all terms of an accounting or financial nature used herein shall be construed,
and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting
Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other


 




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Accounting Standards Codification or
Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower
or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness
in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification
or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner
as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof); provided
that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate
the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision
(or if the Administrative Agent notifies the Borrower that the Majority Lenders request an amendment to any provision hereof for
such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof,
then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.


 


ARTICLE II


 



The Credits


 


SECTION 2.01.  
Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower
from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s
Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the Aggregate Outstanding Extensions of Credit exceeding
the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Revolving Loans.


 


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


 


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


 


(c)  
At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate
amount that is an integral multiple of


 




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$1,000,000 and not less than $10,000,000.
At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple
of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that
is equal to the entire unused balance of the total Commitments then in effect or that is required to finance the reimbursement
of an LC Disbursement as contemplated by Section 2.05(e). Each Competitive Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000. Borrowings of more than one Type and Class may be outstanding at
the same time; provided that there shall not at any time be more than a total of 20 Eurodollar Revolving Borrowings outstanding.


 


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


 


(e)  
The Borrower may from time to time elect to increase the Commitments then in effect in a minimum amount of $25,000,000 so
long as, after giving effect thereto, the aggregate amount of the Commitments then in effect does not exceed $1,500,000,000. The
Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its
Commitment, an “Increasing Lender”), or by one or more banks, financial institutions or other entities (each
such bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Commitments,
or extend Commitments, as the case may be, provided that (i) each Augmenting Lender shall be subject to the approval of
the Borrower, each Issuing Bank and the Administrative Agent (which approval shall, in each case, not be unreasonably withheld)
and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in
the form of Exhibit E hereto (a “Commitment Increase Supplement”), reasonably approved by the Administrative
Agent, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially
in the form of Exhibit F hereto (an “Augmenting Lender Supplement”), reasonably approved by the Administrative
Agent. Subject to the terms and conditions of this Section 2.02(e), increases in and new Commitments created pursuant hereto shall
become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Lenders, and the Administrative
Agent shall notify each affected Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment
of any Lender), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase,
the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (or waived in accordance with Section 9.02)
and the Administrative Agent shall have received a Commitment Increase Supplement or Augmenting Lender Supplement with a certification
to this effect and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date
under Section 4.01(c) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase.
On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make
available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine,
for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the
use of such amounts to make payments to such other relevant Lenders, each Lender’s portion of the outstanding Loans of all
the Lenders to equal its then effective Applicable Percentage of such outstanding Loans, and (ii) the Borrower shall be deemed
to have repaid and reborrowed all outstanding


 




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Loans as of the date of any increase
in the Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified
in a notice delivered by the Borrower in accordance with the requirements of Section 2.03). The deemed payments made pursuant to
clause (ii) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the
Borrower pursuant to the provisions of Section 2.15 if the deemed payment occurs other than on the last day of any related Interest
Period.


 


SECTION 2.03.  
Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall notify the Administrative Agent
of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m.,
New York City time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving
Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than
10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable
and shall be confirmed promptly by hand delivery, telecopy or electronic pdf to the Administrative Agent of a written Borrowing
Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request
shall specify the following information in compliance with Section 2.02:


 


(i)        
the aggregate amount of the requested Borrowing;


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.04.  
Competitive Bid Procedure. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability
Period the Borrower may request Competitive Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow
Competitive Loans; provided that the Aggregate Outstanding Extensions of Credit at any time shall not exceed the total Commitments
at such time. To request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by telephone, in
the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, four Business Days before


 




    	24



    	 



    

the date of the proposed Borrowing
and, in the case of a Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of
the proposed Borrowing; provided that the Borrower may submit up to (but not more than) three Competitive Bid Requests at the same
time on the same day, but a Competitive Bid Request shall not be made within three Business Days after the date of any previous
Competitive Bid Request, unless any and all such previous Competitive Bid Requests shall have been withdrawn or all Competitive
Bids received in response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed promptly by hand delivery,
telecopy or electronic pdf to the Administrative Agent of a written Competitive Bid Request in a form approved by the Administrative
Agent and signed by the Borrower. Each such telephonic and written Competitive Bid Request shall specify the following information
in compliance with Section 2.02:


 


(i)        
the aggregate amount of the requested Borrowing;


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


SECTION 2.05.  
Letters of Credit. (a)  General. Subject to the terms and conditions set forth herein, the Borrower (and, if a Letter
of Credit is issued for the benefit of any Subsidiary, such Subsidiary) may request the issuance of Letters of Credit for the account
of the Borrower (and, if such Letter of Credit is issued for the benefit of any Subsidiary, for the account of the Borrower and
such Subsidiary, jointly and severally), in a form reasonably acceptable to the Administrative Agent and the relevant Issuing Bank,
at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and


 




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conditions of this Agreement and the
terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into
by the Borrower with, the Issuing Bank with respect to any Letter of Credit, the terms and conditions of this Agreement shall control.
The Borrower unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the account of any
Subsidiary as provided in the first sentence of this paragraph, it will be fully responsible for the reimbursement of LC Disbursements,
the payment of interest thereon and the payment of fees due under Section 2.11 to the same extent as if it were the sole account
party in respect of such Letter of Credit.


 


(b)   
Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit
(or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver, telecopy or electronically
pdf to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment,
renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, the date of issuance, amendment, renewal or extension, the date on which such Letter of Credit is to expire
(which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the
beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit.
If requested by the relevant Issuing Bank, the Borrower also shall submit a letter of credit application on the relevant Issuing
Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended,
renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Exposure
shall not exceed $50,000,000 and (ii) the Aggregate Outstanding Extensions of Credit shall not exceed the total Commitments
at such time.


 


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


 


(d)   
Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount
thereof) by an Issuing Bank and without any further action on the part of such Issuing Bank or the Lenders, such Issuing Bank hereby
grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to
such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration
and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent,
for the account of such Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank
and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment
required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire


 




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participations pursuant to this paragraph
in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including
any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination
of any Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.


 


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


 


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


 


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


 


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


 


(iii)      
the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise
obligated with, the Borrower, any


 




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Subsidiary or other Affiliate thereof
or any other Person may at any time have against the beneficiary under any Letter of Credit, any Issuing Bank, the Administrative
Agent or any Lender or any other Person, whether in connection with this Agreement, any other Loan Document or any other related
or unrelated agreement or transaction;


 


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


 


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


 


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


 


Neither the Administrative Agent, the Lenders nor any Issuing
Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance
or transfer of any Letter of Credit or any payment or failure to make any payment thereunder, including any of the circumstances
specified in clauses (i) through (vi) above, as well as any error, omission, interruption, loss or delay in transmission or delivery
of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make
a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control
of such Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the
Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived
by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s
failure to exercise the agreed standard of care (as set forth below) in determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that each Issuing Bank shall have exercised
the agreed standard of care in the absence of gross negligence or willful misconduct on the part of such Issuing Bank, except to
the extent that applicable law requires a different standard of care. Without limiting the generality of the foregoing, it is understood
that an Issuing Bank may accept documents that appear on their face to be in substantial compliance with the terms of a Letter
of Credit, without responsibility for further investigation, regardless of any notice or information to the contrary, and may make
payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter
of Credit; provided that such Issuing Bank shall have the right, in its sole discretion, to decline to accept such documents
and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit.


 


(g)   
Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting
to represent a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly notify the Administrative Agent and
the Borrower by telephone (confirmed by telecopy or electronic pdf) of such demand for payment


 




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and whether such Issuing Bank has
made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall
not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.


 


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


 


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


 


(j)    
Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower
receives notice from the Administrative Agent or the Majority Lenders (or, if the maturity of the Loans has been accelerated, Lenders
with LC Exposure representing at least 51% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this
paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and
for the benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest
thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit
shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default
with respect to the Borrower described in clause (f) or (g) of Article VII. Such deposit shall be held in New York by
the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement.
The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account.


 




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Investment of such deposits shall,
to the extent reasonably practicable, be made at the direction of the Administrative Agent and at the Borrower’s risk and
expense. Unless invested in accordance with the preceding sentence, such deposits shall not bear interest. Interest or profits,
if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent
to reimburse the relevant Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied,
shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the
maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing at least 51% of
the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required
to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent
not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured
or waived.


 


SECTION 2.06.  
Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower
by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative
Agent in New York City and designated by the Borrower in the applicable Borrowing Request or Competitive Bid Request; provided
that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted
by the Administrative Agent to the relevant Issuing Bank.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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as a Eurodollar Borrowing and (ii)
unless repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.


 


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


 


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


 


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


 


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


 


(e)  
On any anniversary of the Closing Date, but no more than twice, (each, an “Extension Date”), the Borrower
shall have the right, with the consent of the Lenders holding a majority of the Commitments, subject to the terms and conditions
of this Section 2.08(e), to extend the Maturity Date then in effect (each, an “Extension Effective Date”) by
one additional year from such Extension Date; provided, that (i) the representations and warranties of the Borrower set
forth in this Agreement shall be true and correct on such Extension Date both before and immediately after giving effect to the
proposed Maturity Date extension, (ii) no Default shall have occurred and be continuing on such Extension Date both before and


 




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immediately after giving effect to
the proposed Maturity Date extension, (iii) on or prior to the Extension Effective Date, the Administrative Agent shall have received
payment of all fees and interest accrued and payable on the Extension Effective Date and (iv) the Maturity Date shall not be extended
with respect to any Lender without the consent of such Lender. At least 30 days prior to the relevant Extension Date, the Borrower
shall provide written notice to the Administrative Agent of the proposed Maturity Date extension. Upon receipt of any such notice,
the Administrative Agent shall promptly notify each Lender thereof. Any Lender that shall not have provided its written consent
to the proposed Maturity Date extension by the date that is 10 Business Days prior to the relevant Extension Date shall be deemed
to have elected not to approve of such extension. In the event any Lender does not (or is deemed to not) consent to an extension
of the Maturity Date then in effect with respect to such Lender (with respect to such extension, a “Non-Approving Lender”),
such Lender’s Commitment shall expire on the Maturity Date then in effect with respect to such Lender and for all purposes
of this Agreement “Maturity Date” in respect of such Lender, the Loans made by it and any other amounts owing to such
Lender hereunder shall mean such Maturity Date. As of the Maturity Date then being extended, upon effectiveness of such extension,
the Applicable Percentages of the Lenders shall be deemed modified as appropriate to reflect the expiration of the Commitment of
any Non-Approving Lender with respect to such extension. The Borrower shall have the right, at its sole expense, upon notice to
the Administrative Agent and any Non-Approving Lender in respect of any Maturity Date extension, to require such Lender to assign
and delegate, prior to the relevant Extension Date, without recourse (in accordance with and subject to the restrictions contained
in Section 9.04) all its interests, rights and obligations under this Agreement and the other Loan Documents to which it is a party
(other than any Competitive Loans held by it) to an assignee that shall assume such obligations (which assignee may be another
Lender that accepts such assignment), provided, such assignee concurrently with such assignment approves such extension;
and provided, further, that (i) the Borrower (unless the assignee is a Lender) shall have received the prior written
consent of the Administrative Agent and each Issuing Bank (which consent shall not unreasonably be withheld) and (ii) such Lender
shall have received payment of an amount equal to the outstanding principal of its Loans (other than Competitive Loans) and participations
in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to
the extent of such outstanding principal, participations in LC Disbursements and accrued interest and fees) or the Borrower (in
the case of all other amounts).


 


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


 


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


 


(c)  
The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder,
the Class and Type thereof and the Interest Period


 




    	34



    	 



    

applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s
share thereof. In case of any discrepancy between the entries made by the Administrative Agent pursuant to this paragraph and the
entries made by any Lender pursuant to paragraph (b) of this Section, such Lender’s entries shall be considered correct,
in the absence of manifest error.


 


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


 


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


 


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


 


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


 




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applied ratably to the Loans included
in the prepaid Borrowing. Prepayments shall be accompanied by payment of accrued interest to the extent required by Section 2.12.


 


(c)  
If, following any reduction of the total Commitments in connection with any sale or other disposition of Shares by the Borrower
or any Subsidiary, the Aggregate Outstanding Extensions of Credit at such time exceed the total then effective Commitments, the
Borrower shall, without notice or demand, immediately repay Revolving Loans in an aggregate principal amount equal to the lesser
of (i) the amount of such excess and (ii) the aggregate principal amount of Revolving Loans then outstanding, together with interest
accrued to the date of such payment or prepayment on the principal so prepaid and any amounts payable under Section 2.15 in connection
therewith. To the extent that after giving effect to any prepayment of Revolving Loans required by the preceding sentence, the
Aggregate Outstanding Extensions of Credit at such time still exceed the total then effective Commitments, the Borrower shall,
without notice or demand, immediately deposit in a Cash Collateral Account upon terms reasonably satisfactory to the Administrative
Agent an amount equal to the amount of such remaining excess. The Administrative Agent shall apply any cash deposited in the Cash
Collateral Account (to the extent thereof) to repay the principal of each Competitive Loan on the date such principal becomes due
and payable hereunder and/or to reimburse, pursuant to Section 2.05(e), any LC Disbursement made thereafter, provided that
the Administrative Agent shall release to the Borrower from time to time such portion of the amount on deposit in the Cash Collateral
Account which is equal to the amount by which the total Commitments at such time plus the amount on deposit in the Cash Collateral
Account exceeds the Aggregate Outstanding Extensions of Credit at such time. “Cash Collateral Account” means
an account, in the name of the Administrative Agent for the benefit of the Lenders, established by the Borrower with the Administrative
Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal
for application in accordance with this Section.


 


(d)   
The provisions of Section 2.09(a) notwithstanding, the Borrower shall, without notice or demand, repay all Loans of each
Non-Approving Lender on the Maturity Date then in effect with respect to such Lender.


 


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


 




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(b)   
The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect
to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Rate applicable to interest
on Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date
on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to
each Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower
and such Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) relating to the Letters of Credit issued by such Issuing Bank during the period from and including the Closing
Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any such
LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of
any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees with respect to each Lender and
Issuing Bank, respectively, accrued through and including the last day of March, June, September and December of each year shall
be payable on the third Business Day following such last day, commencing on the first such date to occur after the Closing Date;
provided that all such fees shall be payable on the date on which such Lender’s or Issuing Bank’s Commitments
terminate or expire and any such fees accruing after the date on which the Commitments terminate or expire shall be payable on
demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All
participation fees and fronting fees shall be computed on the basis of a year of 365 (or 366 in the case of a leap year) days and
shall be payable for the actual number of days elapsed (including the first day but excluding the last day).


 


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


 


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


 


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


 


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


 


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


 


(d)   
Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at


 




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stated maturity, upon acceleration
or otherwise, such overdue amount shall bear interest, after as well as before judgment, from and including the date such amount
shall become due, but excluding the date such amount shall be paid in accordance with Section 2.17, at a rate per annum equal to
(i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided above or (ii)
in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided above.


 


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


 


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


 


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


 


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


 


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


 


then the Administrative Agent shall give notice thereof to the
Borrower and the Lenders by telephone, telecopy or electronic pdf as promptly as practicable thereafter and, until the Administrative
Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar
Borrowing shall be ineffective, (ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be
made as an ABR Borrowing and (iii) any request by the Borrower for a Eurodollar Competitive Borrowing shall be ineffective; provided
that (A) if the


 




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circumstances giving rise to such notice do not affect all the
Lenders, then requests by the Borrower for Eurodollar Competitive Borrowings may be made to Lenders that are not affected thereby
and (B) if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall
be permitted.


 


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


 


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


 


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


 


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


 


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


 


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


 




    	39



    	 



    

such Lender or such Issuing Bank or
such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.


 


(c)   
A certificate of a Lender or an Issuing Bank setting forth the amount or amounts (including the basis therefor and the calculation
thereof, which claim and the determination thereof shall be made in good faith by the applicable Lender or Issuing Bank and consistent
with similarly situated customers of the applicable Lender or Issuing Bank under agreements having provisions similar to this Section
2.14 after consideration of such factors as the Administrative Agent, such Lender or such Issuing Bank, as applicable, then reasonably
determines to be relevant; provided that none of the Administrative Agent, such Lender or such Issuing Bank, as applicable, shall
be required to disclose any confidential or proprietary information in connection therewith) necessary to compensate such Lender
or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall
be delivered to the Borrower and shall be presumptively correct absent manifest error. The Borrower shall pay such Lender or such
Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.


 


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


 


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


 


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


 




    	40



    	 



    

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


 


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


 


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


 


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


 


(d)   
Each Lender and each Issuing Bank shall severally indemnify the Administrative Agent for any Taxes (but, in the case of
any Indemnified Taxes or Other Taxes, only to the extent that the Borrower has not already indemnified the Administrative Agent
for


 




    	41



    	 



    

such Indemnified Taxes or Other Taxes,
and without limiting the obligation of the Borrower to do so) attributable to such Lender or such Issuing Bank that are paid or
payable by the Administrative Agent in connection with any Loan Document and any reasonable expenses arising therefrom or with
respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
The indemnity under this Section 2.16(d) shall be paid within 30 days after the Administrative Agent delivers to the applicable
Lender or Issuing Bank a certificate stating the amount of such payment or liability (including the basis therefor and the calculation
thereof). Such certificate shall be presumptively correct absent manifest error.


 


(e)  
As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 


(f)   
(i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any
payments under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested
by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition,
any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law
or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to
determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation
(other than such documentation set forth in Sections 2.16(f)(ii)(A) through (E) below) shall not be required if in the
Lender's judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense
(or, in the case of a Change in Law, any incremental material unreimbursed cost or expense) or would materially prejudice the legal
or commercial position of such Lender. Upon the reasonable request of such Borrower or the Administrative Agent, any Lender shall
update any form or certification previously delivered pursuant to this Section 2.16(f). If any form or certification previously
delivered pursuant to this Section 2.16(f) expires or becomes obsolete or inaccurate in any respect with respect to a Lender,
such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify such Borrower
and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if
it is legally eligible to do so.


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	43



    	 



    

Section 1471(b)(3)(C)(i) of the
Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for
the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied
with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for
purposes of this Section 2.16(f)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


(iv)      
For purposes of this Section 2.16(f), the term “Lender”
includes any Issuing Bank.


 


(g)   
If the Borrower determines in good faith that a reasonable basis exists for contesting a Tax, the relevant Lender or the
Administrative Agent, as applicable, shall cooperate with the Borrower in challenging such Tax at the Borrower’s expense
if requested by the Borrower. If any Lender or the Administrative Agent, as applicable, obtains a credit against or receives a
refund or reduction (whether by way of direct payment or by offset) of any Tax for which payment has been made pursuant to this
Section, which credit, refund or reduction in the good faith judgment of such Lender or the Administrative Agent, as the case may
be, (and without any obligation to disclose its tax records) is allocable to such payment made under this Section, the amount of
such credit, refund or reduction (together with any interest received thereon) promptly shall be paid to the Borrower to the extent
payment has been made in full by the Borrower pursuant to this Section and net of all out-of-pocket expenses (including any Taxes)
of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to the Administrative
Agent or such Lender the amount paid over pursuant to this Section 2.16(g) (plus any penalties, interest or other charges imposed
by the relevant Governmental Authority) in the event that the Administrative Agent or such Lender is required to repay such refund
to such Governmental Authority.


 


SECTION 2.17.  
Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrower shall make each payment required to be made
by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or under Section 2.14, 2.15 or 2.16,
or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set-off or
counterclaim (the Administrative Agent will use commercially reasonable efforts to provide an invoice with respect to interest
and fees payable hereunder at least 10 Business Days prior to the date such payment is due; provided that the Administrative
Agent shall have no liability for any failure or delay in providing any such invoice). Any amounts received after such time on
any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day
for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 270
Park Avenue, New York, New York, except payments to be made directly to an Issuing Bank as expressly provided herein and except
that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative
Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall
be extended to the next succeeding Business Day, and, in the case of any payment accruing interest,


 




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interest thereon shall be payable for
the period of such extension at the same applicable rate. All payments hereunder shall be made in Dollars.


 


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


 


(c)  
Except as provided in Sections 2.09(a) and 2.10(d) with respect to Loans of a Non-Approving Lender, if any Lender shall,
by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any
of its Revolving Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion
of the aggregate amount of its Revolving Loans and participations in LC Disbursements and accrued interest thereon than the proportion
received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations
in the Revolving Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest
on their respective Revolving Loans and participations in LC Disbursements; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and
the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement
or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which
the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may, subject to Section
9.08, exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of the Borrower in the amount of such participation.


 


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


 




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(e)  
If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(d) or (e), 2.06(b) or 2.17(d),
then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections
until all such unsatisfied obligations are fully paid.


 


SECTION 2.18.  
Mitigation Obligations; Replacement of Lenders. (a)  If any Lender or a Participant in such Lender’s Loans
requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender or
a Participant in such Lender’s Loans or any Governmental Authority for the account of any Lender or Participant pursuant
to Section 2.16, then such Lender or Participant shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or
Affiliates, if, in the reasonable judgment of such Lender or Participant, such designation or assignment (i) would eliminate or
reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender
or Participant to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Participant. The
Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Participant in connection with any such
designation or assignment. Without limiting the generality of the foregoing, each Lender and Participant shall use all reasonable
efforts to mitigate the effect upon the Borrower of any increased capital requirement and shall assess any cost related to such
increased capital on a nondiscriminatory basis among the Borrower and other borrowers of such Lender or Participant to which such
cost applies and such Lender or Participant shall not be entitled to be compensated for any increased capital requirement unless
it is, as a result of such law, regulation, guideline or request, such Lender’s or Participant’s policy generally to
seek to exercise such rights, where available, against other borrowers of such Lender or Participant.


 


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


 




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by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply.


 


SECTION 2.19.  
Defaulting Lenders.


 


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


 


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


 


(b) the Commitment and Revolving Credit Exposure
of such Defaulting Lender shall not be included in determining whether the Majority Lenders have taken or may take any action hereunder
(including any consent to any amendment, waiver or other modification pursuant to Section 9.2); provided, that this clause
(b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the
consent of such Lender or each Lender affected thereby;


 


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


 


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


 


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


 


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


 


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


 


(v)if all or any portion of such Defaulting
Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice
to any rights or remedies of the Issuing Bank or any other Lender hereunder, all fees payable under




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Section 2.11(b) with respect to such Defaulting
Lender’s LC Exposure shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or
cash collateralized; and


 


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


 


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


 


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


 


ARTICLE III


 




Representations and Warranties


 


The Borrower represents and warrants to the
Lenders that:


 


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


 


SECTION 3.02.  
Authorization; Enforceability. The Transactions are within the Borrower’s corporate powers and have been duly authorized
by all necessary corporate action of the Borrower. This Agreement has been duly executed and delivered by the Borrower and constitutes,
and each Note and each other Loan Document when executed and delivered by the Borrower will constitute, a legal, valid and binding
obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,


 




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moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding
in equity or at law.


 


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


 


SECTION 3.04.  
Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated
statement of financial position, and statements of earnings, changes in shareholders’ equity and cash flows (i) as of and
for the fiscal year ended December 26, 2014, reported on by Ernst & Young LLP, independent public accountants, and (ii) except
for statements of changes in shareholders’ equity, as of and for the fiscal quarter ended March 27, 2015, certified by a
Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations
and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP,
subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.


 


(b)   
Since December 26, 2014, there has been no Material Adverse Effect.


 


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


 


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


 


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


 




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


 


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


 


SECTION 3.08.  
Investment Company Status. Neither the Borrower nor any Subsidiary is an “investment company” as defined
in, or subject to regulation under, the Investment Company Act of 1940.


 


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


 


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


 


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


 


SECTION 3.12.  
Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed
to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption
Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their


 




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


 


ARTICLE IV



 


Conditions


 


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


 


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


 


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


 


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


 


(d)  
The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President
or a Financial Officer of the Borrower, confirming that (i) the representations and warranties of the Borrower set forth in this
Agreement are true and correct as of the Closing Date and (ii) upon the effectiveness of this Agreement, no Default shall have
occurred and be continuing.


 


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


 




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


 


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


 


SECTION 4.02.  
Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank
to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:


 


(a)   
The representations and warranties of the Borrower set forth in this Agreement (other than the representations and warranties
set forth in Sections 3.04(b) and 3.06) or any other Loan Document shall be true and correct on and as of the date of such Borrowing
or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable.


 


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


 


Each Borrowing and each issuance, amendment, renewal or extension
of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the
matters specified in paragraphs (a) and (b) of this Section.


 


ARTICLE V



 


Affirmative Covenants


 


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


 


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


 


(a)   
as soon as available but in any event within 120 days after the end of each fiscal year of the Borrower, its audited
consolidated statement of financial position and related statements of earnings, changes in shareholders’ equity and cash
flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year,
all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going
concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to
the effect that such consolidated financial statements present fairly in all


 




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material respects the financial position,
results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with
GAAP; provided, however, that the Borrower may deliver, in lieu of the foregoing, the annual report of the Borrower
for such fiscal year on Form 10-K filed with the SEC, but only so long as the financial statements contained in such annual report
on Form 10-K are substantially the same in content as the financial statements referred to in the preceding provisions of this
paragraph (a);


 


(b)  
as soon as available but in any event within 60 days after the end of each of the first three fiscal quarters of each
fiscal year of the Borrower, its consolidated statement of financial position and related statements of earnings and cash flows
as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative
form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous
fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial position,
results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with
GAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided, however, that the Borrower
may deliver, in lieu of the foregoing, the quarterly report of the Borrower for such fiscal quarter on Form 10-Q filed with the
SEC, but only so long as the financial statements contained in such quarterly report on Form 10-Q are substantially the same in
content as the financial statements referred to in the preceding provisions of this paragraph (b);


 


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


 


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


 


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


 


Information required to be delivered pursuant
to this Section 5.01 shall be deemed to have been delivered to the Lenders on the date on which the Borrower provides written notice
to




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 5.05.  
Maintenance of Properties; Insurance. The Borrower will, and will cause each Significant Subsidiary to, (a) keep and
maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted,
and (b) maintain insurance with financially sound insurance companies (including captive or


 




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affiliated insurance companies) or,
to the extent consistent with prudent business practice, programs of self-insurance, in each case in such amounts, with such deductibles
and against such risks as are reasonably appropriate.


 


SECTION 5.06.  
Books and Records; Inspection Rights. The Borrower will, and will cause each Significant Subsidiary to, keep and maintain
proper books of record and account in accordance with GAAP. The Borrower will, and will cause each Subsidiary and each CSX Conrail
Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice and
coordinated with the Administrative Agent, to visit and inspect its properties, to examine and make extracts from its books and
records, and to discuss its affairs, finances and condition with its officers and independent accountants, all during normal business
hours and at such reasonable times and as often as reasonably requested.


 


SECTION 5.07.  
Compliance with Laws. The Borrower will, and will cause each Subsidiary and CSX Conrail Subsidiary to, comply with all laws,
rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so,
individually or in the aggregate, would not result in a Material Adverse Effect. The Borrower will maintain in effect and enforce
policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers,
employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


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


 


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


 


ARTICLE VI



 


Negative Covenants


 


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


 




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


 


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


 


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


 


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


 


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


 


(e)   
other Debt; provided that (i) at the time of the creation, incurrence or assumption of such Debt and after giving
effect thereto, the aggregate principal amount of all such Debt of the Subsidiaries does not exceed an amount equal to 15% of Total
Capitalization at such time and (ii) any Allocable CSX/NS Debt of the CSX/NS Acquisition Sub Entities incurred after the Closing
Date shall, without duplication, be treated as “Debt” of a Subsidiary for purposes of clause (i) of this proviso.


 


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


 


(a)   
Permitted Encumbrances;


 


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


 


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


 




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date of such acquisition or the date
such Person becomes a Subsidiary or CSX/NS Entity, as the case may be, and extensions, renewals and replacements thereof that do
not increase the outstanding principal amount thereof (other than to finance payments made in connection therewith);


 


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


 


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


 


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


 


(g)  
Liens not otherwise permitted hereunder; provided that, at the time of the creation, incurrence or assumption of
any Debt secured by any such Lien and after giving effect thereto, the aggregate principal amount of Debt of the Borrower and the
Subsidiaries secured by Liens permitted under this clause (g), together with, without duplication, the sum of (i) the Attributable
Debt then outstanding in respect of Sale/Leaseback Transactions permitted under Section 6.03(c) in respect of which the obligations
of the Borrower or any Subsidiary do not constitute Capital Lease Obligations, (ii) the aggregate then outstanding principal amount
of Allocable CSX/NS Debt of the CSX/NS Acquisition Sub Entities incurred after the Closing Date then secured by Liens on the assets
of any CSX/NS Entity (other than Liens which would be permitted under paragraphs (a) through (f) of this Section assuming the CSX/NS
Acquisition Sub Entities were Subsidiaries) and (iii) the aggregate then outstanding Allocable CSX/NS Attributable Debt of the
CSX/NS Acquisition Sub Entities incurred after the Closing Date, does not exceed an amount equal to 15% of Total Capitalization
at such time.


 


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


 


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


 




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


 


(c)   
Sale/Leaseback Transactions not otherwise permitted hereunder; provided that, (i) if the obligations of the Borrower,
any Subsidiary or any CSX Conrail Subsidiary in respect of any such Sale/Leaseback Transaction constitute Capital Lease Obligations,
the Liens created in respect of such Sale/Leaseback Transactions are permitted under Section 6.02 and (ii) if the obligations of
the Borrower, any Subsidiary or any CSX Conrail Subsidiary in respect of any such Sale/Leaseback Transaction do not constitute
Capital Lease Obligations, at the time of the creation, incurrence or assumption of any Attributable Debt in connection with such
Sale/Leaseback Transaction and after giving effect thereto, the aggregate principal amount of Attributable Debt of the Borrower
and the Subsidiaries then outstanding in respect of leases entered into in connection with Sale/Leaseback Transactions permitted
under this clause (ii), together with, without duplication, the aggregate principal amount of Debt of the Borrower and the Subsidiaries
then secured by Liens permitted under Section 6.02(g), the aggregate principal amount of Allocable CSX/NS Debt of the CSX/NS Acquisition
Sub Entities incurred after the Closing Date then secured by Liens on the assets of any CSX/NS Entity (other than Liens which would
be permitted under paragraphs (a) through (f) of Section 6.02 assuming the CSX/NS Acquisition Sub Entities were Subsidiaries) and
the aggregate then outstanding Allocable CSX/NS Attributable Debt of the CSX/NS Acquisition Sub Entities incurred after the Closing
Date, does not exceed an amount equal to 15% of Total Capitalization at such time.


 


SECTION 6.04.  
Fundamental Changes. The Borrower will not merge into or consolidate with any other Person, or sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned
or hereafter acquired), unless (a) if the Borrower is not the surviving corporation, the surviving corporation in any such merger
or consolidation or the Person which acquires all or substantially all of the assets of the Borrower shall be a corporation organized
and existing under the laws of the United States of America, any State thereof or the District of Columbia (the “Successor
Corporation”) and shall expressly assume, by amendment to this Agreement executed by the Borrower, the Successor Corporation
and the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and all other amounts
payable under this Agreement and any Notes and the payment and performance of every covenant hereof on the part of the Borrower
to be performed or observed, (b) immediately after giving effect to such transaction, no Default or Event of Default shall have
occurred and be continuing and (c) if the Borrower is not the surviving corporation, the Borrower shall have delivered a certificate
of a Financial Officer and a written opinion of counsel reasonably satisfactory to the Administrative Agent (who may be counsel
to the Borrower), each stating that such transaction and amendment comply with this Section and that all conditions precedent herein
provided for relating to such transaction have been satisfied; provided that the Borrower and the Subsidiaries will be


 




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permitted to sell, transfer and otherwise
dispose of Unrestricted Margin Stock without regard to the foregoing restrictions.


 


SECTION 6.05.  
Financial Covenant. The Borrower shall not permit the ratio of Total Debt to Total Capitalization to exceed 0.65 to 1.00.
Notwithstanding the foregoing, once the Credit Rating Event occurs, the Borrower shall not thereafter be required to comply with
the financial covenant in this Section, regardless of the Ratings.


 


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


 


SECTION 6.07.  
Sales of Unrestricted Margin Stock. The Borrower shall not, and shall not permit any Subsidiary or CSX/NS Entity to, (a)
sell or otherwise dispose of any Shares constituting Unrestricted Margin Stock other than in exchange for cash or cash equivalents
or (b) fail to maintain the proceeds of any such sale or other disposition as cash, cash equivalents or short-term investments;
provided that (i) to the extent that the Borrower shall elect to reduce the Commitments pursuant to Section 2.08(c) at any time
after any such sale or other disposition, the requirements of clause (b) above shall cease to apply to the portion of such proceeds
as shall be equal to the aggregate amount of any such reductions and (ii) this Section shall not apply to sales or other dispositions
of Unrestricted Margin Stock (A) to the Borrower’s direct or indirect Subsidiaries, (B) to any wholly-owned subsidiary of
CSX/NS Acquisition Sub so long as the Borrower’s direct or indirect proportionate beneficial ownership of the Shares shall
not be reduced as a result thereof, or (C) to NS or its subsidiaries or any CSX/NS Acquisition Sub Entity in consideration of the
acquisition of any assets of Conrail or any of its subsidiaries by the Borrower or any Subsidiary.


 


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


 


SECTION 6.09.  
CSX/NS Agreement. The Borrower shall not agree to any material modification or amendment of any of the terms of the CSX/NS
Agreement if, in the reasonable judgment of at least three of the Agents, such modification or amendment would be reasonably likely
to result in a Material Adverse Effect.


 


SECTION 6.10.  
Final Asset Division. Notwithstanding any provision to the contrary in Article VI (but without prejudice to Sections 6.05,
6.08 and 6.09), the Borrower and


 




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


 


ARTICLE VII



 


Events of Default


 


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


 


(a)   
the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement
when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or
otherwise; provided that, if any such failure shall result from the malfunctioning or shutdown of any wire transfer or other
payment system reasonably employed by the Borrower to make such payment or from an inadvertent error of a technical or clerical
nature by the Borrower or any bank or other entity reasonably employed by the Borrower to make such payment, no Event of Default
shall result under this paragraph (a) during the period (not in excess of two Business Days) required by the Borrower to make alternate
payment arrangements;


 


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


 




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


 


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


 


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


 


(f)   
an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of the Borrower or any Significant Subsidiary or Significant CSX/NS Entity or its debts, or of a substantial
part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower
or any Significant Subsidiary or Significant CSX/NS Entity or for a substantial part of its assets, and, in any such case, such
proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing
shall be entered;


 


(g)  
the Borrower or any Significant Subsidiary or Significant CSX/NS Entity shall (i) voluntarily commence any proceeding
or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely
and appropriate manner, any proceeding or petition described in


 




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clause (f) of this Article, (iii) apply
for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower
or any Significant Subsidiary or Significant CSX/NS Entity or for a substantial part of its assets, (iv) file an answer admitting
the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit
of creditors or (vi) take any action for the purpose of effecting any of the foregoing;


 


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


 


(i)    
one or more judgments for the payment of money in an aggregate amount (to the extent not covered by insurance) in excess
of $175,000,000 shall be rendered against the Borrower, any Subsidiary, any CSX/NS Entity or any combination thereof and the same
shall remain unpaid or undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed,
provided that any judgment rendered against any CSX/NS Entity (other than a CSX Conrail Subsidiary) shall not be included
for purposes of determining if an Event of Default has occurred under this paragraph so long as such judgment (x) does not result
from a breach by the Borrower of its obligations under the CSX/NS Agreement (or the definitive documentation referred to therein)
or (y) would not result in a Material Adverse Effect;


 


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


 


(k)  
 a Change in Control shall occur and on the date which is four months after the occurrence of such Change in Control the
Index Debt rating shall be lower than the highest ratings specified in Category 5 of the definition of “Applicable Rate”
by each of S&P and Moody’s (or such other rating agency as then shall be relevant for purposes of determining the Applicable
Rate);


 


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


 




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other obligations of the Borrower accrued hereunder, shall automatically
become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrower.


 


ARTICLE VIII



 


The Agents


 


Each of the Lenders and Issuing Banks hereby
irrevocably appoints JPMorgan Chase Bank, N.A. as its agent and authorizes JPMorgan Chase Bank, N.A. to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions
and powers as are reasonably incidental thereto. Each Lender acknowledges that Citibank, N.A., Credit Suisse AG, Cayman Islands
Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. shall be Syndication Agents with respect to this Agreement
and that Morgan Stanley Senior Funding, Inc., PNC Bank, National Association, The Northern Trust Company and UBS Securities LLC
shall be Documentation Agents with respect to this Agreement. The Syndication Agents and Documentation Agents shall have no duties
in such capacities in addition to any duties in their capacity as Lenders.


 


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


 


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


 




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condition set forth in Article IV or
elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


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


 


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


 


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


 


Each Lender acknowledges that it has, independently
and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement and each other Loan Document to which it is a party. Each
Lender represents that it has not relied upon the Unrestricted Margin Stock in its credit analysis or its decision to enter into
this Agreement and each other Loan Document to which it is a party. Each Lender also acknowledges that it


 




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will, independently and without reliance upon
any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue
to make its own decisions in taking or not taking action under or based upon this Agreement, each other Loan Documents to which
it is a party, any related agreement or any document furnished hereunder or thereunder.


 


ARTICLE IX



 


Miscellaneous


 


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


 


(i)      
if to the Borrower, to it at CSX Corporation, 500 Water Street, S.C. C110, Jacksonville, FL 32202, Attention of Treasurer
(Telecopy No. (904) 366-5176 and electronic mail: David_Baggs@csx.com);


 


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


 


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


 


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


 


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


 


SECTION 9.02.  
Waivers; Amendments. (a)  No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising
any right or power


 




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


 


(b)   
Neither this Agreement, any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Borrower and the Majority Lenders or by the Borrower and
the Administrative Agent with the consent of the Majority Lenders; provided that no such agreement shall (i) increase the
Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement
or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected
thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon,
or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender affected thereby (it being understood, for the avoidance of doubt,
that a Lender who does not (or is deemed to not) approve an extension of the Maturity Date then in effect in accordance with the
terms of this Agreement shall not be considered affected by such extension, so long as (A) such Lender’s Commitment shall
expire on the Maturity Date then in effect with respect to such Lender, (B) for all purposes of this Agreement “Maturity
Date” in respect of such Lender, the Loans made by it and any other amounts owing to such Lender hereunder shall mean such
Maturity Date and (C) as of the Maturity Date then being extended, upon effectiveness of such extension, the Applicable Percentages
of the Lenders shall be deemed modified as appropriate to reflect the expiration of the Commitment of any Non-Approving Lender
with respect to such extension), (iv) change Section 2.08(d) or change 2.17(b) or (c) in a manner that would alter the pro rata
sharing of payments required thereby, in either case without the written consent of each Lender, or (v) change any of the provisions
of this Section or the definition of “Majority Lenders” or any other provision hereof specifying the number or percentage
of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without
the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent or any Issuing Bank hereunder without the prior written consent of the Administrative
Agent or such Issuing Bank, as the case may be.


 


SECTION 9.03.  
Expenses; Indemnity; Damage Waiver. (a)  The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred
by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this
Agreement, any other Loan Document or any


 




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


 


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


 


(c)  
To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or an Issuing
Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or such Issuing
Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or
such Issuing Bank in its capacity as such.


 


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


 




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instrument contemplated hereby or
thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.


 


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


 


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


 


(b)   
Any Lender may, at no additional cost to the Borrower, assign to one or more assignees, other than a natural person, all
or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at
the time owing to it); provided that (i) except in the case of an assignment to a Lender Affiliate (to the extent the
obligations of such Lender Affiliate are guaranteed by or otherwise remain the obligations of the relevant Lender), the Borrower
must give its prior written consent to such assignment (which consent shall not be unreasonably withheld), (ii) except in the case
of an assignment to a Lender, each of the Administrative Agent and the Issuing Banks must give its prior written consent to such
assignment (which consent shall not be unreasonably withheld), (iii) except in the case of an assignment to a Lender or a Lender
Affiliate or an assignment of the entire remaining amount of the assigning Lender’s then effective Commitment, the amount
of the Commitment of the assigning Lender subject to each such assignment and the amount of its Commitment remaining thereafter
(determined in each case as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $10,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, (iv) each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement (including its Revolving Loans), except that this clause (iv) shall not apply to rights in respect of outstanding
Competitive Loans, (v) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $3,500, and (vi) the assignee, if it shall not be a Lender, shall deliver
to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the Borrower otherwise
required under this paragraph shall not be required if an Event of Default under clause (a), (b), (f) or (g) of Article VII has
occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective
date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of (but not
greater than) the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released
from its obligations under this Agreement (and, in


 




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


 


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


 


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


 


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


 




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


 


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


 


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


 


(h)  
Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may, at no
additional cost to the Borrower, grant to a special purpose funding vehicle (an “SPC”), identified as such in
writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower
all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not
to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make
such Loan pursuant to the terms hereof in the same manner and to the same extent as if such option had not been granted. The making
of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were
made by such Granting Lender, (1) the Granting Lender shall have the sole right and responsibility to deliver all consents and
waivers required or requested, and to perform all obligations required, under this Agreement with respect to its SPC, and (2) no
SPC shall be entitled to receive any greater amounts pursuant to any provision of this Agreement than the Granting Lender would
have been entitled to receive in respect of any Loan made by such SPC. Each party hereto hereby agrees that no SPC shall be liable
for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender).
In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement)
that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior
indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any


 




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State thereof; provided, that
no such restriction shall apply with respect to the Granting Lender. In addition, notwithstanding anything to the contrary contained
in this Section 9.04, any SPC may, at no additional cost to the Borrower, (x) with notice to, but without the prior written consent
of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests
in any Loan such SPC has made hereunder to its Granting Lender or to any financial institutions (consented to by the Borrower and
Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance
of any such Loan and (y) disclose on a confidential basis any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This subsection 9.04(h)
may not be amended without the written consent of any SPC with Loans outstanding hereunder.


 


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


 


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


 




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


 


SECTION 9.08.  
Right of Setoff. Upon the taking by the Administrative Agent or the Majority Lenders of any of the actions set forth in
the last paragraph of Article VII, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any of and all
the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement. The rights of each Lender under this Section are in addition to
other rights and remedies (including other rights of setoff) which such Lender may have.


 


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


 


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


 


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


 


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


 


SECTION 9.10.  
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,


 




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


 


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


 


SECTION 9.12.  
Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors,
officers, employees, representatives and agents, including accountants, legal counsel and other advisors (it being understood that
the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep
such Information confidential), (ii) to the extent required by applicable laws or regulations or by any subpoena or similar legal
process, or requested by any regulatory authority, but only, except with respect to bank examiners, after the Administrative Agent
or the relevant Issuing Bank or Lender provides such written notice to the Borrower of such proposed disclosure as is reasonable
under the circumstances and permitted by law, (iii) to any other party to this Agreement, (iv) in connection with the exercise
of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any Note or the enforcement of rights
hereunder or thereunder, (v) subject to an agreement containing provisions substantially the same as those of this Section, to
any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this
Agreement, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to any direct or
indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty), (vii) with the consent of the Borrower
or (viii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section,
(y) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source
other than the Borrower (other than a source known to be disclosing such Information in violation of a confidentiality agreement
with the Borrower) or (z) was available to the Administrative Agent or the relevant Issuing Bank or Lender prior to such Person
becoming a Lender. For the purposes of this Section, “Information” means all information received from the Borrower
relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing
Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower and other than information pertaining to this
Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry;
provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied


 




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with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information.


 


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


 




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


 





 





	 	CSX CORPORATION
	 	as Borrower
	 	 
	 	 
	 	By: 	/s/ David A. Boor
	 	 	Name: David A. Boor
Title:   Vice President – Tax and Treasurer



 


 


 


 


[Signature Page to CSX Credit Agreement]


 


 


 


 



    	 



    	 



    




 


 


 








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



 


 


 


 


[Signature Page to CSX Credit Agreement]


 


 


 



    	 



    	 



    





 


 


 





 








	 	The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a
	 	Lender and a Syndication Agent
	 	 
	 	 
	 	By: 	/s/ Belinda Tucker
	 	 	Name: Belinda Tucker
Title:   Managing Director



 


 


 


 


[Signature Page to CSX Credit Agreement]


 


 


 



    	 



    	 



    





 


 


 








 








	 	CITIBANK, N.A., as a Lender and Syndication Agent
	 	 
	 	 
	 	By: 	/s/ Lisa Huang
	 	 	Name: Lisa Huang
Title:   Vice President



 


 


 


 


[Signature Page to CSX Credit Agreement]


 



 


 



    	 



    	 



    




 


 








 








	 	Credit Suisse AG, Cayman Islands Branch
	 	as Syndication Agent and as a Lender
	 	 
	 	 
	 	By: 	/s/ Doreen Barr
	 	 	Name: Dureen Barr
Title:   Authorized Signatory



 


	 	 
	 	By: 	/s/ Lingzi Huang
	 	 	Name: Lingzi Huang
Title:   Authorized Signatory



 


 





 


[Signature Page to CSX Credit Agreement]


 



 




    	 



    	 



    





 


 











 








	 	Morgan Stanley Senior Funding, Inc.
	 	as a  Documentation Agent
	 	 
	 	 
	 	By: 	/s/ Michael King
	 	 	Name: Michael King
Title:   Vice President



 



 





[Signature Page to CSX Credit Agreement]



 


 


 



    	 



    	 



    




 


 


 











	 	Morgan Stanley Bank, N.A.
	 	as a Lender
	 	 
	 	 
	 	By: 	/s/ Michael King
	 	 	Name: Michael King
Title:   Authorized Signatory



 



 





 


[Signature Page to CSX Credit Agreement]



 


 


 



    	 



    	 



    




 


 






 











	 	Mizuho Bank, LTD.
	 	as Syndication Agent and as a Lender
	 	 
	 	 
	 	By: 	/s/ Donna DeMagistris
	 	 	Name: Donna DeMagistris
Title:   Authorized Signatory



 



 





 


[Signature Page to CSX Credit Agreement]



 


 


 



    	 



    	 



    




 


 










 











	 	PNC Bank, National Association, as a Lender and
	 	as a Documentation Agent
	 	 
	 	 
	 	By: 	/s/ Ryan M. Thompson
	 	 	Name: Ryan M. Thompson
Title:   Vice President



 



 





 


[Signature Page to CSX Credit Agreement]



 


 


 



    	 



    	 



    




 


 
















	 	The Northern Trust Company,
	 	as a Documentation Agent and as a Lender
	 	 
	 	 
	 	By: 	/s/ Pritha Majumder
	 	 	Name: Pritha Majumder
Title:   Senior Vice
    President



 



 





 


[Signature Page to CSX Credit Agreement]



 


 


 



    	 



    	 



    




 



 











 








	 	UBS Securities LLC,
	 	as a Documentation Agent
	 	 
	 	 
	 	By: 	/s/ Darlene Arias
	 	 	Name: Darlene Arias
Title:   Attorney-in-Fact



 


	 	 
	 	By: 	/s/ Denise Bushee
	 	 	Name: Denise Bushee
Title:   Attorney-in-Fact



 


 





 


[Signature Page to CSX Credit Agreement]


 



 




    	 



    	 



    





 


 















 








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



 


	 	 
	 	By: 	/s/ Denise Bushee
	 	 	Name: Denise Bushee
Title:   Associate Director



 


 





 


[Signature Page to CSX Credit Agreement]


 



 




    	 



    	 



    





 



 



















	 	FIFTH THIRD BANK, as a Lender
	 	 
	 	 
	 	By: 	/s/ Megan S. Szewc
	 	 	Name: Megan S. Szewc
Title:   Vice
    President



 



 





 


[Signature Page to CSX Credit Agreement]



 


 


 



    	 



    	 



    




 



 






















	 	TD Bank N.A., as a Lender
	 	 
	 	 
	 	By: 	/s/ Todd Antico
	 	 	Name: Todd Antico
Title:   Senior Vice
    President



 



 





 


[Signature Page to CSX Credit Agreement]



 


 


 



    	 



    	 



    




 



 



 

























	 	Wells Fargo Bank, N.A., as a Lender
	 	 
	 	 
	 	By: 	/s/ Andrew G. Payne
	 	 	Name: Andrew G. Payne
Title:   Director    



 



 





 


[Signature Page to CSX Credit Agreement]



 


 


 



    	 



    	 



    




 



 






 

























	 	The Bank of New York Mellon, as a Lender
	 	 
	 	 
	 	By: 	/s/ Jeffrey Dears
	 	 	Name: Jeffrey Dears
Title:   Vice President  



 



 





 


[Signature Page to CSX Credit Agreement]



 


 


 



    	 



    	 



    




 




 




























	 	The Bank of Nova Scotia, as a Lender
	 	 
	 	 
	 	By: 	/s/ Michelle C. Phillips
	 	 	Name: Michelle C. Phillips
Title:   Execution
    Head & Director



 



 





 


[Signature Page to CSX Credit Agreement]



 


 


 


 




    	 



    	 



    

SCHEDULE 2.01


COMMITMENTS


 


	Lender	Commitment
	JPMorgan Chase Bank, N.A.	 $ 100,000,000
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$ 85,000,000
	Citibank N.A.	$ 85,000,000
	Credit Suisse AG, Cayman Islands Branch	  $ 85,000,000
	Mizuho Bank, Ltd.	  $ 85,000,000
	Morgan Stanley Bank, N.A.	  $ 85,000,000
	The Northern Trust Company	  $ 85,000,000
	PNC Bank, National Association	  $ 85,000,000
	UBS AG, Stamford Branch	  $ 85,000,000
	Fifth Third Bank	  $ 47,500,000
	TD Bank, N.A.	  $ 47,500,000
	Wells Fargo Bank, N.A.	  $ 47,500,000
	The Bank of Nova Scotia	  $ 47,500,000
	The Bank of New York Mellon	  $ 30,000,000
	Total 	$1,000,000,000




    	 



    	 



    

SCHEDULE 3.06


DISCLOSED MATTERS


 


All matters disclosed in filings with the
Securities and Exchange Commission through the date hereof.


 


 


 




    	 



    	 



    

SCHEDULE 6.02


CERTAIN TRANSACTIONS


 


		1.	Existing or future tax benefit transfer transactions that (a) are fully defeased or fully secured
by deposit and (b) do not create Debt or Attributable Debt.
	 	 	 



		2.	Existing or future transactions, whether characterized as financing, sale-leasebacks or otherwise,
with respect to locomotives purchased by the Borrower or any of its Subsidiaries within sixteen years prior to the Closing Date.
	 	 	 



		3.	Sale-Leaseback of the Jacksonville Headquarters Campus and related office buildings.
	 	 	 



		4.	Collateralization of Conrail debt with Conrail assets, whether such debt is assumed by the Borrower
or any Subsidiary or remains debt of Conrail and whether such assets remain assets of Conrail or are acquired by the Borrower or
any Subsidiary.



 


 




    	 



    	 



    

EXHIBIT A


TO CREDIT AGREEMENT


 


[FORM OF ASSIGNMENT AND ASSUMPTION]


 


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


 


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


 








	1.	Assignor:	______________________________
	 	 	 
	2.	Assignee:	______________________________
	 	 	[and is a Lender Affiliate of [identify Lender]]
	 	 	 
	3.	Borrower:	CSX Corporation
	 	 	 
	4.	Administrative Agent:	 JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement
	 	 	 
	5.	Credit Agreement:	The Five-Year Revolving Credit Agreement dated as of May [ ], 2015 among CSX Corporation, the Lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto
	 	 	 
	6.	 Assigned Interest:	 
	 	 	 
	 	 	 







 





 


			





    	 



    	 



    

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


 


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


 


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


 


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


 





	 	ASSIGNOR

	 	 
	 	 
	 	NAME OF ASSIGNOR

                     

	 	 
	 	By:	
	 	 	Title:



 


 








	 	ASSIGNEE

	 	 
	 	 
	 	NAME OF ASSIGNEE

                     

	 	 
	 	By:	
	 	 	Title:



 


 











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


 


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



 


 




    	2



    	 



    

[Consented to and]3 Accepted:


 


[NAME OF ADMINISTRATIVE AGENT], as


Administrative Agent


 


 


By____________________________________


Title:


 


 


[Consented to:]4


 


[NAME OF BORROWER]


 


 


By____________________________________


Title:





[NAME OF ANY OTHER RELEVANT PARTY]


 




By____________________________________

    Title:


 


 


 


 


 


 







 


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


 


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



 


 


 


 







    	3



    	 



    

ANNEX 1


 


FIVE-YEAR REVOLVING CREDIT AGREEMENT


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


 


1. Representations and Warranties.


 


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


 


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


 


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


 


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




    	 



    	 



    

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


 


 


 




    	2



    	 



    

EXHIBIT B-1


TO CREDIT AGREEMENT


 


[FORM OF REVOLVING LOAN
NOTE]


 


REVOLVING LOAN NOTE


 


$______________


New York, New York


[Date]








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


 


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


 


This Revolving Loan Note (a) is one of the
Revolving Loan Notes referred to in Section 2.09 of the Five-Year Revolving Credit Agreement dated as of May [ ], 2015 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lender, the
other Lenders from time to time parties thereto, Citibank N.A., Credit Suisse AG, Cayman Islands Branch, Mizuho Bank, Ltd. and
The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Syndication Agents, Morgan Stanley Bank, N.A., PNC Bank, National Association, The Northern
Trust Company and UBS Securities LLC, as Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent, (b) is subject
to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided
in the Credit Agreement.


 


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


 


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


 


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


 




    	 



    	 



    

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


 


 


CSX CORPORATION


 


 


By:_____________________________


Name:


Title:


 


 




    	 



    	 



    

Schedule A to


Revolving Loan
Note


 


LOANS, CONVERSIONS AND
REPAYMENTS OF ABR LOANS


 


	Date	Amount of ABR Loans	
        Amount

        Converted to

        ABR Loans
	
        Amount of

        Principal of

        ABR Loans

        Repaid
	
        Amount of

        ABR Loans

        Converted to

        Eurodollar

        Revolving Loans
	
        Unpaid Principal

        Balance of ABR

        Loans
	
        Notations

        Made By

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 




    	 



    	 



    

Schedule B to


Revolving Loan Note


 


LOANS, CONTINUATIONS,
CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS


 


	Date	
        Amount of

        Eurodollar

        Loans
	
        Amount

        Converted to Eurodollar

        Loans
	
        Interest Period

        and Adjusted

        LIBO Rate with

        Respect Thereto
	
        Amount of Principal of
        Eurodollar Loans Repaid
	
        Amount of

        Eurodollar

        Loans

        Converted to

        ABR Loans
	
        Unpaid

        Principal

        Balance of

        Eurodollar

        Loans
	
        Notations

        Made By

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 




    	 



    	 



    

EXHIBIT B-2


TO CREDIT AGREEMENT


 


[FORM OF COMPETITIVE LOAN
NOTE]


 


COMPETITIVE LOAN NOTE


 


$______________


New York, New York


[Date]


 


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


 


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


 


This Competitive Loan Note is one of the Competitive
Loan Notes referred to in Section 2.09 of the Five-Year Revolving Credit Agreement, dated as of May [ ], 2015 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lender,
the other Lenders from time to time parties thereto, Citibank N.A., Credit Suisse AG, Cayman Islands Branch, Mizuho Bank, Ltd.
and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Syndication Agents, Morgan Stanley Bank, N.A., PNC Bank, National Association, The
Northern Trust Company and UBS Securities LLC, as Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent,
and is subject to the provisions of the Credit Agreement.


 


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


 


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


 


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


 




    	 



    	 



    

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


 


 


CSX CORPORATION


 


 


By:__________________________


Name:


Title:


 


 




    	 



    	 



    

Schedule to


Competitive
Loan Note


 


SCHEDULE OF COMPETITIVE
LOANS


 


______________________as
Lender


CSX Corporation as Borrower


Five-Year Revolving Credit
Agreement dated as of May [ ], 2015


 


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

        Payment
	
        Notation

        Made By

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 




    	 



    	 



    

EXHIBIT C


TO CREDIT AGREEMENT


 


[FORM OF OPINION OF DAVIS POLK & WARDWELL
LLP]


 


	 	New York

    Menlo Park

    Washington DC

    São Paulo

    London	Paris

    Madrid

    Tokyo

    Beijing

    Hong Kong
	
        

		 
	Davis Polk &
    Wardwell LLP

    450 Lexington Avenue

    New York, NY 10017	212
        450 4000 tel

        212
        701 5800 fax
	 
	 	 	 	 
	 	 	 	 


	May
    [  ], 2015
	 


		To:	JPMorgan Chase Bank, N.A., as Administrative Agent

and each of the Lenders listed on the

signature pages of the Credit Agreement

referred to below
	 	 	 



Ladies and Gentlemen:


 


We have acted as special counsel for CSX Corporation, a Virginia
corporation (the “Borrower”), in connection with the Credit Agreement dated as of May [ ], 2015 (the “Credit
Agreement”) among the Borrower, the lenders listed on the signature pages thereof (the “Lenders”),
[●], as syndication agents, [●], as documentation agents, and JPMorgan Chase Bank, N.A., as Administrative Agent (the
“Administrative Agent”). Terms used (but not defined) herein have the meanings assigned to them in the Credit
Agreement.


 


We have reviewed executed copies of:


 


		(a)	the Credit Agreement; and



 


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



 


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


 


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


 




    	 



    	 



    

public officials and officers of the Borrower that we reviewed
were and are accurate and (vi) all representations made by the Borrower as to matters of fact in the documents that we reviewed
were and are accurate.


 


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


 


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



 


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



 


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



 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


		(g)	We express no opinion as to the validity, legally binding effect or enforceability of any provision of any Credit Document
that permits a Lender to collect any portion of the



 




    	 



    	 



    

stated principal amount of any
Loan upon acceleration or prepayment thereof to the extent determined to constitute unearned interest. 


 


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



 


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



 


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



 


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



 


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



 


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



 


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


 


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


 


	Very truly yours,




    	 



    	 



    

EXHIBIT D


TO CREDIT AGREEMENT


 


[FORM OF OPINION OF GENERAL COUNSEL OR AN
ASSISTANT GENERAL COUNSEL]


 


May [ ],
2015                  


JPMorgan Chase Bank, N.A.,


as Administrative Agent


Loan and Agency Services Group


1111 Fannin Street, 10th Floor


Houston, TX 22002-8069


 


and


 


The Lenders Listed on Schedule 1 Hereto


 


		Re:	Five-Year Revolving Credit Agreement, dated as of May [ ], 2015, among CSX Corporation, as Borrower,
the financial institutions listed on the signature pages thereof as Lenders, [●], as syndication agents, [●], as documentation
agents, and JPMorgan Chase Bank, N.A., as administrative agent.



 


Ladies and
Gentlemen:


 


I am a General Counsel
of CSX Corporation, a Virginia corporation (“Company”), and have acted in such capacity in connection with that certain
Five-Year Revolving Credit Agreement, dated as of May [ ], 2015 (the “Credit Agreement”), among the Company, the financial
institutions listed on the signature pages thereof as Lenders (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative
agent (in such capacity, the “Administrative Agent”), [●], as syndication agents, [●], as documentation
agents. This opinion is rendered to you in compliance with subsection 4.01(b) of the Credit Agreement. Capitalized terms used herein
without definition have the same meanings as in the Credit Agreement.


 


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


 


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



 


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



 


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



 


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



 




    	 



    	 



    

		(e)	the CSX/NS Agreement.



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 



    	 



    

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


 


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


 


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


 


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


 


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


 


Very truly yours,


 


 


Nathan D. Goldman


 




    	 



    	 



    

EXHIBIT E


TO CREDIT AGREEMENT


 


[FORM OF COMMITMENT INCREASE SUPPLEMENT]


 


COMMITMENT INCREASE SUPPLEMENT


 


COMMITMENT INCREASE SUPPLEMENT, dated _________________
(this “Supplement”), to the Five-Year Revolving Credit Agreement dated as of May [ ], 2015 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among CSX Corporation (the “Borrower”),
the lenders listed on the signature pages thereof (the “Lenders”), Citibank N.A., Credit Suisse AG, Cayman Islands
Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd, as Syndication Agents, Morgan Stanley Bank, N.A., PNC Bank,
National Association, The Northern Trust Company and UBS Securities LLC, as Documentation Agents, and JPMorgan Chase Bank, N.A.,
as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).


 


W I T N E S S E T H:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 



    	 



    

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


 


[remainder of this page
intentionally left blank]


 


 




    	 



    	 



    

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


 


 


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



  


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


 


CSX CORPORATION


 


By:________________________________________

Name:

Title:


 


 


Acknowledged as of the date first written above:


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


 


By:________________________________________

Name:

Title:


 




    	 



    	 



    

EXHIBIT F

TO CREDIT AGREEMENT


 


[FORM OF AUGMENTING LENDER SUPPLEMENT]


 


AUGMENTING LENDER SUPPLEMENT


 


AUGMENTING LENDER SUPPLEMENT, dated _________________
(this “Supplement”), to the Five-Year Revolving Credit Agreement dated as of May [ ], 2015 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among CSX Corporation (the “Borrower”),
the lenders listed on the signature pages thereof (the “Lenders”), Citibank N.A., Credit Suisse AG, Cayman Islands
Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd, as Syndication Agents, Morgan Stanley Bank, N.A., PNC Bank,
National Association, The Northern Trust Company and UBS Securities LLC, as Documentation Agents, and JPMorgan Chase Bank, N.A.,
as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).


 


W I T N E S S E T H:


 


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


 


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


 


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


 




    	 



    	 



    

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


 


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


 


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


 


[FILL IN ADDRESS]


 


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


 


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


 


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


 


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


 


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


 


[remainder of this page
intentionally left blank]




    	 



    	 



    

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


 





 


	 	[INSERT NAME OFAUGMENTING  LENDER]
	 	 
	 	 
	 	By:	
	 	Name:
Title:





 


 


 


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


 


CSX CORPORATION


 


By:__________________________________________

Name:

Title:


 


 


Acknowledged as of the date first written above:


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


 


By:__________________________________________

Name:

Title:


 




    	 



    	 



    

EXHIBIT G-1


 


FORM OF

U.S. TAX CERTIFICATE


 


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


 


Reference is made to the Five-Year Revolving
Credit Agreement, dated as of May [ ], 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among CSX Corporation (the “Borrower”), the Lenders parties thereto, Citibank N.A., Credit
Suisse AG, Cayman Islands Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Syndication Agents, Morgan Stanley
Bank, N.A., PNC Bank, National Association, The Northern Trust Company and UBS Securities LLC, as Documentation Agents, and JPMorgan
Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


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


 


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


 


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


 


[NAME OF LENDER]


 


By:______________________________________

      Name:

      Title:


 


Date: ___________, 20__


 




    	 



    	 



    

EXHIBIT G-2


 


FORM OF

U.S. TAX CERTIFICATE


 


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


 


Reference is made to the Five-Year Revolving
Credit Agreement, dated as of May [ ], 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among CSX Corporation (the “Borrower”), the Lenders parties thereto, Citibank N.A., Credit
Suisse AG, Cayman Islands Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Syndication Agents, Morgan Stanley
Bank, N.A., PNC Bank, National Association, The Northern Trust Company and UBS Securities LLC, as Documentation Agents, and JPMorgan
Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


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


 


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


 


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


 


[NAME OF LENDER]


 


By:______________________________________

      Name:

      Title:


 


Date: ___________, 20__


 




    	 



    	 



    

EXHIBIT G-3


 


FORM OF

U.S. TAX CERTIFICATE


 


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


 


Reference is made to the Five-Year Revolving
Credit Agreement, dated as of May [ ], 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among CSX Corporation (the “Borrower”), the Lenders parties thereto, Citibank N.A., Credit
Suisse AG, Cayman Islands Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Syndication Agents, Morgan Stanley
Bank, N.A., PNC Bank, National Association, The Northern Trust Company and UBS Securities LLC, as Documentation Agents, and JPMorgan
Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


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


 


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


 


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


 


[NAME OF PARTICIPANT]


 


By:______________________________________

      Name:

      Title:


 


Date: ___________, 20__


 




    	 



    	 



    

EXHIBIT G-4


 


FORM OF

U.S. TAX CERTIFICATE


 


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


 


Reference is made to the Five-Year Revolving
Credit Agreement, dated as of May [ ], 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among CSX Corporation (the “Borrower”), the Lenders parties thereto, Citibank N.A., Credit
Suisse AG, Cayman Islands Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Syndication Agents, Morgan Stanley
Bank, N.A., PNC Bank, National Association, The Northern Trust Company and UBS Securities LLC, as Documentation Agents, and JPMorgan
Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise
defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


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


 


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


 


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


 


[NAME OF PARTICIPANT]


 


By:______________________________________

      Name:

      Title:


 


Date: ___________, 20__


 




    	 



    	 



    

EXHIBIT H


 


FORM OF

COMPLIANCE CERTIFICATE


 


This Compliance Certificate is delivered pursuant
to Section 5.01(c) of the Credit Agreement, dated as of May [ ], 2015 (as amended, supplemented or otherwise modified from time
to time (the “Credit Agreement”), among CSX Corporation (the “Borrower”), the Lenders party
thereto, Citibank N.A., Credit Suisse AG, Cayman Islands Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
as Syndication Agents, Morgan Stanley Bank, N.A., PNC Bank, National Association, The Northern Trust Company and UBS Securities
LLC, as Documentation Agents and JP Morgan Chase Bank N.A., as administrative agent (in such capacity, the “Administrative
Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.


 


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



 


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



 


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



 


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



 


		5.	Since December 26, 2014, there has been no change in GAAP or in the application thereof [, except as set forth below6].



 


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


 


 


 


________________________________

Name:

Title:


 


 


 


 


 





 







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


 


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


 






 




    	 



    	 



    

Attachment 1

to Compliance Certificate


 


 


[Attach Financial Statements]


 


 


 




    	 



    	 



    

Attachment 2

to Compliance Certificate


 


 


 


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


 


 


 


[Set forth Covenant Calculations]


 


 


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


 


 




    	 



    	 



    

Annex I to Attachment 2

to Compliance Certificate


 


[See next page]


 


 


 






    	 



    	 



    

 


 


 


FINANCIAL OFFICER’S CERTIFICATE


 


The undersigned, David A. Boor, Vice President-Tax
and Treasurer of CSX Corporation, a Virginia corporation (the “Borrower”), hereby certifies as follows:


 


		1.	I am a “Financial Officer” as the term is defined in that certain Five-Year Revolving Credit Agreement, dated as
of September 30, 2011, among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, the Lenders party thereto, Citibank,
N.A., Credit Suisse AG, New York Branch, Mizuho Corporate Bank Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as syndication
agents, and Morgan Stanley Senior Funding, Inc., PNC Bank, National Association, The Northern Trust Company and UBS Securities
LLC as documentation agents (the “Credit Agreement”).
	 	 	 



		2.	This Certificate is being delivered pursuant to Section 5.01(c) of the Credit Agreement. All capitalized terms used herein
and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.
	 	 	 



		3.	As of the date hereof:
	 	 	 



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



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



 








	 	 	(Dollars in Millions)	 
	 	 	 	 
	Total Debt	 	$  9,750	 
	 	 	 	 
	Total Capitalization	 	 	 
	Total Debt	$  9,750	 
	Total Shareholders’ Equity	  15,453                   25,203	 
	 	 	 	 
	Ratio of Total Debt to Total Capitalization:	 	0.387 (38.7%)	 
	 	 	 	 










		(iii)	No change in GAAP or the application thereof has occurred since the date of the audited financials referred to in Section 3.04
of the Credit Agreement.
	 	 	 



 


Date: March 27, 2015


 


 


 


By:___________________________________


David A. Boor


Vice President-Tax and
Treasurer