CSX CORP (Form: 8-K, Received: 12/17/2007 13:42:33)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 17, 2007

(Exact name of registrant as specified in its charter)

Virginia		1-08022		62-1051971
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

500 Water Street, 15th Floor, Jacksonville, Florida		32202
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (904) 359-3200

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On December 10, 2007, CSX Transportation, Inc., (the “Company”) and CSX Corporation, the Company's parent, entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated, as representatives of the Underwriters named therein (the “Underwriters”) for the public offering of $380,821,000 aggregate principal amount of the Company’s 6.251% Secured Equipment Notes due 2023 (the “2023 Notes”). The 2023 Notes were issued pursuant to a Base Indenture, dated as of December 13, 2007, between the Company and The Bank of New York Trust Company, N.A., as trustee, as supplemented by the First Supplemental Indenture dated as of December 13, 2007 (the Base Indenture as supplemented by the First Supplemental Indenture, being herein referred to as the “Indenture”), and an Action of Authorized Pricing Officers of CSX Corporation dated December 10, 2007. The 2023 Notes have been registered under the Securities Act of 1933, as amended (the “Act”), by Post-Effective Amendment No. 1 to a Registration Statement on Form S-3ASR (Registration No. 333-140732), which became effective December 10, 2007. On December 10, 2007, the Company filed with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Act, its Prospectus, dated December 10, 2007, and Prospectus Supplement, dated December 10, 2007, pertaining to the offering and sale of the 2023 Notes.

The form of the 2023 Note the Base Indenture and the First Supplemental Indenture are filed as Exhibits 4.2, 4.3, and 4.4, respectively, to this Report, and are incorporated by reference into this Report.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits required to be filed by Item 601 of Regulation S-K.

The following exhibits are filed as a part of this Report.

Exhibit No.		Description
1.1		Underwriting Agreement, dated December 10, 2007, among CSX Transportation, Inc., CSX Corporation and Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated, as representatives of the underwriters named therein.
4.1		Action of Authorized Pricing Officers of CSX Corporation dated December 10, 2007.
4.2		Form of 2023 Note.
4.3		Base Indenture dated as of December 13, 2007 between CSX Transportation, Inc. and The Bank of New York Trust Company, N.A., as trustee.
4.4		First Supplemental Indenture dated as of December 13, 2007 among CSX Transportation, Inc., CSX Corporation and The Bank of New York Trust Company, N.A., as trustee.
5.1		Opinion of Cravath, Swaine & Moore LLP as to the validity of the Notes.
23.1		Consent of Cravath, Swaine & Moore LLP.
25.1		Statement of Eligibility of Trustee.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CSX CORPORATION

Date:	December 17, 2007	By:	/s/ David A. Boor
			David A. Boor Vice President-Tax and Treasurer

EXECUTION VERSION

CSX TRANSPORTATION, INC.

$380,821,000 6.251% Secured Equipment Notes Due 2023

Fully and Unconditionally Guaranteed by CSX Corporation

UNDERWRITING AGREEMENT

Dated: December 10, 2007

CSX TRANSPORTATION, INC.

$380,821,000 6.251% Secured Equipment Notes Due 2023

Fully and Unconditionally Guaranteed by CSX Corporation

UNDERWRITING AGREEMENT

December 10, 2007

Citigroup Global Markets Inc.

Morgan Stanley & Co. Incorporated

As Representatives of the Underwriters

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, N.Y. 10013

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, N.Y. 10036

Ladies and Gentlemen:

CSX TRANSPORTATION, INC., a Virginia corporation (the “ Company ”), proposes to issue and sell to the parties named in Schedule II hereto (the “ Underwriters ”), for whom you are acting as representatives (the “ Representatives ”), $380,821,000 principal amount of its 6.251% Secured Equipment Notes due 2023 (the “ Notes ”). The Notes are to be issued under an indenture (the “ Base Indenture ”) dated as of December 13, 2007, between the Company and The Bank of New York Trust Company, N.A., as trustee (the “ Trustee ”), as supplemented and amended by the First Supplemental Indenture (the “ Supplemental Indenture ”) dated as of December 13, 2007 among the Company, CSX Corporation, a Virginia corporation, as guarantor (the “ Guarantor ”) and the Trustee (the Base Indenture, as supplemented by the Supplemental Indenture, being herein referred to as the “ Indenture ”). The Notes will be secured by a security interest in certain equipment (as described in the Indenture) and will be fully, irrevocably and unconditionally guaranteed (the “ Guarantee ”) as to payment of principal, premium, if any, and interest, if any, on an unsecured and unsubordinated basis by the Guarantor. The Notes and the Guarantee are collectively referred to herein as the “ Securities .”

The Guarantor has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-3ASR (Registration No. 333-140732) for the registration of debt securities, trust preferred securities (and related guarantee and agreement as to expenses and liabilities), common stock, preferred stock, depositary shares and securities warrants, under the Securities Act of 1933, as amended (the “ Securities Act ”). On December 10, 2007, the Company and the Guarantor filed with the Commission Post-Effective Amendment No. 1 to the Registration Statement, including the related Base Prospectus, which Post-Effective Amendment No. 1 became effective upon filing

under Rule 462(e) and 462(f) under the Securities Act. Such amended Registration Statement covers the registration of the Securities (including the Guarantee) under the Securities Act. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act (as defined in Section 1(b) hereof) after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Each of the Company and the Guarantor hereby confirms that it has authorized the use of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any amendment or supplement thereto, in connection with the offer and sale of the Securities by the Underwriters. Certain terms used herein are defined in Section 18 hereof.

1. Representations and Warranties . The Company and the Guarantor jointly and severally represent and warrant to, and agree with, each Underwriter as set forth below in this Section 1. Any reference to persons acting on behalf of the Company or the Guarantor, as applicable, does not include any of the Underwriters, with respect to whom the Company and the Guarantor make no representation.

(a) The Guarantor and, by relying on the Guarantee, the Company, meet the requirements for use of Form S-3ASR under the Securities Act and have prepared and filed with the Commission an automatic shelf registration statement as defined in Rule 405, on Form S-3ASR, including a related Base Prospectus, for registration under the Securities Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Applicable Time, has become effective. The Company and the Guarantor may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been electronically furnished to you. The Company and the Guarantor will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules thereunder, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Applicable Time or, to the extent not completed at the Applicable Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company and the Guarantor have advised you, prior to the Applicable Time, will be included or made therein. The Registration Statement, at the Applicable Time, meets the requirements set forth in Rule 415(a)(1)(x).

(b) On the Effective Date, the Registration Statement did, and the Final Prospectus (and any supplement thereto), as of its date and on the Closing Date (as defined in Section 3 hereof), will, comply in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and the Trust Indenture Act of 1939, as amended (the “ TIA ”), and the rules and regulations of the Commission promulgated thereunder. On the Effective Date, the Registration Statement did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. On the Effective Date and on the Closing Date, the Indenture did or will comply in all material respects with the applicable requirements of the TIA and the rules thereunder. On the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that the Company and the Guarantor make no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the TIA of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company or the Guarantor by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriters consists of the information described as such in Section 7 hereof.

(c) As of the Applicable Time, (i) the Disclosure Package and (ii) each electronic roadshow when taken together as a whole with the Disclosure Package, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7 hereof.

(d) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or the Guarantor or any person acting on the Company’s or the Guarantor’s behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and (iv) at the Applicable Time (with such date being used as the determination date for purposes of this clause (iv)), the Guarantor was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405. The Company and the Guarantor jointly and severally agree to pay the fees required by the Commission relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

(e) (i) At the earliest time after the filing of the Registration Statement that the Company, the Guarantor or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii) as of the Applicable Time (with such date being used as the determination date for purposes of this clause (ii)), neither the Company nor the Guarantor was and is an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company or the Guarantor be considered an Ineligible Issuer.

(f) Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 4(I)(c) hereto does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7 hereof.

(g) Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Final Prospectus, except as may otherwise be stated therein or contemplated thereby, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business or properties of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business.

(h) Neither the Company nor the Guarantor has taken and the Company and the Guarantor will not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of the Securities (other than any stabilization done by the Underwriters, as to which the Company and the Guarantor make no representation).

(i) Neither the Company nor the Guarantor is an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “ Investment Company Act ”), without taking account of any exemption arising out of the number of holders of the Company’s or the Guarantor’s securities.

(j) The information, if any, provided by the Guarantor pursuant to Section 4(I)(g) hereof will not, at the date thereof, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(k) The Company is a “railroad” within the meaning of Section 101(a)(4) of the U.S. Bankruptcy Code.

(l) This Agreement has been duly authorized, executed and delivered by each of the Company and the Guarantor.

(m) Each of the Base Indenture and the Supplemental Indenture has been duly authorized, executed and delivered by the Company; each of the Base Indenture and the Supplemental Indenture (assuming that the Base Indenture and the Supplemental Indenture have been duly authorized, executed and delivered by the Trustee) constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Notes have been duly authorized, executed, issued and delivered by the Company; the Notes, when authenticated in the manner provided in the Indenture, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Notes conform to the description thereof contained in the Disclosure Package and the Final Prospectus.

(n) The Supplemental Indenture has been duly authorized, executed and delivered by the Guarantor; the Indenture (assuming that the Base Indenture and the Supplemental Indenture have been duly authorized, executed and delivered by the Trustee) constitutes a valid and legally binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Guarantee has been duly authorized, executed, issued and delivered by the Guarantor; the Guarantee constitutes a valid and legally binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Guarantee conforms to the description thereof contained in the Disclosure Package and the Final Prospectus.

(o) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated herein, except for (i) a filing of any Preliminary Prospectus and the Final Prospectus under Rule 424(b) of the Securities Act and such as may be required under state securities laws; (ii) filings or recordings of the Indenture (including any memoranda thereof) with the Surface Transportation Board and the Office of the Registrar General of Canada (pursuant to Section 105 of the Canada Transportation Act) and under the Uniform Commercial Code as in effect in the Commonwealth of Virginia, which filings or recordings shall have been made or duly presented for filing on or prior to the Closing Date.

(p) The execution, delivery and performance of this Agreement and the issuance and sale of the Securities and compliance with the terms and provisions thereof will not result in a material breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company, the Guarantor or any Significant Subsidiary (as defined below) of the Company or the Guarantor or any of their properties or any agreement or instrument to which the Company, the Guarantor or any Significant Subsidiary of the Company or the Guarantor is a party or by which the Company, the Guarantor or any Significant Subsidiary of the Company or the Guarantor is bound or to which any of the properties of the Company, the Guarantor or any Significant Subsidiary of the Company or the Guarantor is subject, or the charter, by-laws or operating agreement, as the case may be, of the Company, the Guarantor or any Significant Subsidiary of the Company or the Guarantor.

(q) The Company owns all of the legal and beneficial interest, right and title to and in all of the Indenture Estate (as defined in the Indenture), free and clear of any lien, encumbrance, security interest or any other claim of any third party, other than the liens created by or permitted under such Indenture.

(r) On the Closing Date, the Indenture shall create valid and perfected security interests in favor of the Trustee for the benefit of the holders of the Securities issued under such Indenture in all right, title and interest of the Company in the Indenture Estate (as defined in such Indenture).

(s) The Trustee will be entitled to the benefits of Section 1168 of the United States Bankruptcy Code with respect to the equipment forming part of the Indenture Estate (as defined in the Indenture);

2. Purchase and Sale . Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company and the Guarantor jointly and severally agree to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Guarantor, at a purchase price of 99.35% of the principal amount thereof, the principal amount of the Securities, plus accrued interest, if any, from December 13, 2007, set forth opposite such Underwriter’s name in Schedule II hereto.

3. Delivery and Payment . Delivery of and payment for the Securities shall be made at 10:00 AM, New York City time, on December 13, 2007, or such later date (not later than seven full Business Days thereafter) as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof (such date and time of delivery and payment being herein called the “ Closing Date ”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the Underwriters against payment by the Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer of Federal funds or other immediately available funds or in such other manner of payment as may be agreed by the Company and the Representatives.

Delivery of any Securities to be issued in definitive certificated form shall be made on the Closing Date at such location, and in such names and denominations, as the Representatives shall designate at least one Business Day in advance of the Closing Date. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. The closing for the purchase and sale of the Notes shall occur at the office of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022 (“ Counsel for the Underwriters ”) or such other place as the parties hereto shall agree.

The Securities will be issued in the form of one fully registered global Note in the denomination of $380,821,000, which will be deposited with, or in accordance with the instructions of, The Depository Trust Company, New York, New York (“DTC”) and registered in the name of DTC’s nominee. Except as provided in the Indenture, beneficial owners of the Securities will not have the right to have the Securities registered in their names, will not receive or be entitled to receive physical delivery of such Securities, and will not be considered the owners or holders thereof under the Indenture.

4. Agreements . (I) The Company and the Guarantor jointly and severally agree with each Underwriter that:

(a) The Company will furnish to each Underwriter and to Counsel for the Underwriters, without charge, during the period referred to in paragraph (e) below, as many copies of each of the Preliminary Prospectus, any Issuer Free Writing Prospectus and any amendments and supplements thereto (to be delivered electronically) and the Final Prospectus, as it may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.

(b) Prior to the termination of the offering of the Securities, the Company and the Guarantor will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Base Prospectus unless the Company and the Guarantor have furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Company will promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company or the Guarantor of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company and the Guarantor will use their best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon s practicable.

(c) To prepare a final term sheet, in the form of Schedule I hereto, containing solely a description of final terms of the Securities and the offering thereof, in a form approved by you and to file such term sheet pursuant to Rule 433(d) within the time required by such Rule.

(d) If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of circumstances under which they were made at such time not misleading, the Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.

(e) If at any time prior to the earlier of (i) completion of the sale of the Securities by the Underwriters (as determined by the Representatives) or (ii) six months from the date hereof, any event occurs as a result of which the Final Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it should be necessary to amend or supplement the Final Prospectus (including any document incorporated by reference therein which was filed under the Exchange Act) to comply with the Exchange Act or the rules thereunder or other applicable law, including in connection with the use or delivery of the Final Prospectus, the Company and the Guarantor will promptly notify the Representatives of the same and, subject to the requirements of paragraph (b) of this Section 4, will prepare and provide to the Representatives pursuant to paragraph (a) of this Section 4 an amendment or supplement which will correct such statement or omission or effect such compliance and, if such an amendment or supplement is required to be filed under the Exchange Act and is to be incorporated by reference in the Final Prospectus, will file such amendment or supplement with the Commission. The Representatives will promptly advise the Company, in writing, of the completion of the initial distribution of the Securities.

(f) The Guarantor will, during the period when the Final Prospectus is required to be delivered under the Securities Act and during which the Guarantor is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, timely file all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any other reports, statements, documents, registrations, filings or submissions required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.

(g) The Guarantor will make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve-month period beginning not later than the first day of the Guarantor’s fiscal quarter next following the “effective date” (as defined in such Rule 158) of the Registration Statement.

(h) The Company will cooperate with the Representatives and use its reasonable best efforts to permit the Securities to be eligible for clearance and settlement through DTC.

(i) The Company and the Guarantor agree that, unless they have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company and the Guarantor that, unless it has obtained the prior written consent of the Company and the Guarantor, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company and the Guarantor with the Commission or retained by the Company and the Guarantor under Rule 433, other than the information contained in the final term sheet prepared and filed pursuant to Section 4(I)(c) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule III hereto. Any such free writing prospectus consented to by the Representatives or the Company and the Guarantor is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company and the Guarantor agree that (x) they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) they have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(II) Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, severally represents to and agrees with the Company and the Guarantor that it and each such affiliate:

(a) in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date), has not made and will not make an offer of Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State at any time,

(i) to legal entities which are authorized or regulated to operate in thefinancial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(ii) to any legal entity which has two or more of (1) an average of at least 250 employees during its last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(iii) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Representatives for any such offer; or

(iv) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State;

(b) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the United Kingdom Financial Services and Markets Act 2000, or “FSMA”) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the Company; and has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; and

(c) will not offer or sell any of the Securities directly or indirectly in Japan or to, or for the benefit of any Japanese person or to others, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person, except in each case pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan and any other applicable laws and regulations of Japan. For purposes of this paragraph, "Japanese person" means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

(III) Mitsubishi UFJ Securities International plc, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, represents to and agrees with the Company and the Guarantor that it and each such affiliate has not, directly or indirectly, offered and sold and will not, directly or indirectly, offer and sell any Securities in the United States.

5. Conditions to the Obligations of the Underwriters . The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein at the date and time that this Agreement is executed and delivered by the parties hereto, at the Applicable Time, and at the Closing Date and to the accuracy of the statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Guarantor of their respective obligations hereunder and to the following additional conditions:

(a) The Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); the final term sheet contemplated by Section 4(I)(c) hereto, and any other material required to be filed by the Company or the Guarantor pursuant to Rule 433(d) under the Securities Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

(b) The Company and the Guarantor shall have furnished to the Underwriters the opinion of the Senior Vice President - Law and Public Affairs of the Company and the Senior Vice President - Law and Public Affairs and Corporate Secretary of the Guarantor, dated the Closing Date, to the effect that:

(i) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the Commonwealth of Virginia, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which it owns or leases substantial properties or in which the conduct of its business requires such qualification except where the failure to so qualify or be in good standing would not have a material adverse effect on the Company and its subsidiaries, considered as one enterprise;

(ii) The Guarantor has been duly incorporated and is an existing corporation in good standing under the laws of the Commonwealth of Virginia, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; and the Guarantor is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which it owns or leases substantial properties or in which the conduct of its business requires such qualification except where the failure to so qualify or be in good standing would not have a material adverse effect on the Guarantor and its subsidiaries, considered as one enterprise;

(iii) Each significant subsidiary as defined in Rule 405 of Regulation C of the Securities Act (each a “ Significant Subsidiary ”) of the Guarantor has been duly incorporated or formed, as the case may be, and is validly existing as a corporation or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, has organizational power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; and, to the best of such counsel’s knowledge, is duly qualified as a foreign corporation or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify or be in good standing would not have a material adverse effect on the Guarantor and its subsidiaries, considered as one enterprise; all of the issued and outstanding capital stock or membership interests, as the case may be, of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and nonassessable, and, except for directors’ qualifying shares, if any, is owned, directly or indirectly, by the Guarantor free and clear of any mortgage, pledge, lien, encumbrance, claim or equity, except as would not reasonably be expected to have a material adverse effect on the Guarantor and its subsidiaries, considered as one enterprise;

(iv) This Agreement and the Supplemental Indenture (of which the Guarantee is an integral part) have been duly authorized, executed and delivered by each of the Company and the Guarantor;

(v) The Base Indenture been duly authorized, executed and delivered by the Company;

(vi) Subject to subparagraphs (xii) and (xiii) below and to the opinion of Louis E. Gitomer, Esq. to be furnished to the Representatives pursuant to Section 5(d)(ii) hereof, no consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated herein, except for (i) a filing of any Preliminary Prospectus or the Final Prospectus under Rule 424(b) of the Securities Act and such as may be required under state securities laws; and (ii) filings or recordings of the Indenture with the Surface Transportation Board and the Office of the Registrar General of Canada (pursuant to Section 105 of the Canada Transportation Act), which filings or recordings shall have been made or duly presented for filing on or prior to the Closing Date;

(vii) Subject to the opinion of Louis E. Gitomer, Esq. to be furnished to the Representatives pursuant to Section 5(d)(ii) hereof, the execution, delivery and performance of this Agreement and the issuance and sale of the Securities and compliance with the terms and provisions thereof will not result in a material breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Company, the Guarantor or any Significant Subsidiary of the Company or the Guarantor or any of their properties or, to the best of such counsel’s knowledge, any agreement or instrument to which the Company, the Guarantor or any Significant Subsidiary of the Company or the Guarantor is a party or by which the Company, the Guarantor or any Significant Subsidiary of the Company or the Guarantor is bound or to which any of the properties of the Company, the Guarantor or any Significant Subsidiary of the Company or the Guarantor is subject, or the charter, bylaws or operating agreement, as the case may be, of the Company, the Guarantor or any Significant Subsidiary of the Company or the Guarantor;

(viii) The Company has full power and authority to authorize, issue and sell the Notes as contemplated by this Agreement, and the Notes have been duly authorized, executed and delivered by the Company;

(ix) The Guarantor has full power and authority to authorize and issue the Guarantee as contemplated by this Agreement, and the Guarantee has been duly authorized, executed and delivered by the Guarantor by the Guarantor’s authorization, execution and delivery of the Supplemental Indenture, of which the Guarantee is an integral part;

(x) The Trustee will be entitled to the benefits of Section 1168 of the United States Bankruptcy Code with respect to the equipment forming part of the Indenture Estate (as defined in the Indenture);

(xi) Each document filed pursuant to the Exchange Act and incorporated by reference in the Disclosure Package and the Final Prospectus complied when filed as to form in all material respects with the Exchange Act and the rules and regulations promulgated thereunder;

(xii) An initial financing statement on National UCC Financing Statement (Form UCC-1) (the “ Financing Statement ”) identifying the Company as debtor and the Trustee as secured party, in form and substance satisfactory to the Representatives, to be filed in the Office of the State Corporation Commission of Virginia (the “ Filing Office ”) is in proper form for filing pursuant to the Uniform Commercial Code as in effect on the date hereof in the Commonwealth of Virginia (the “ Virginia UCC ”) among the records of the Filing Office. The filing of the Financing Statement among such records will be sufficient to perfect the security interest of the Trustee created by the Indenture to the extent that a security interest in such portion of the Indenture Estate (as defined in the Indenture) may be perfected by the filing of a financing statement under the Virginia UCC (the “ Filing Collateral ”);

(xiii) Except for the filing described in opinion paragraph (xii) above, no filing with, notice to, or authorization of any court or governmental agency of the Commonwealth of Virginia, not already made or obtained, is required to be made or obtained by the Company with respect to the perfection of the security interest in the Filing Collateral contemplated by the Indenture; and

(xiv) To such counsel’s knowledge, no state has attempted to assert jurisdiction over the issuance of securities by railroads operating in that state.

In addition, such counsel shall state that he or she has, or persons under his or her supervision have, participated in conferences with officers and other representatives of the Company and the Guarantor, representatives of Ernst & Young LLP, independent auditors for the Company and the Guarantor, the Representatives and Counsel for the Underwriters, at which the contents of the Registration Statement and any Preliminary Prospectus, the Disclosure Package or the Final Prospectus and any amendment thereof or supplement thereto and related matters were discussed, and, although such counsel has not undertaken to investigate or verify independently, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or any Preliminary Prospectus or the Final Prospectus or any amendment thereof or supplement thereto, no facts have come to the attention of such counsel that would lead such counsel to believe (A) that the Registration Statement (other than the historical, pro forma, projected or other financial statements, information and data and statistical information and data included or incorporated by reference therein or omitted therefrom, and Form T-1, in each case as to which no opinion need be given), at the Applicable Time, contained any untrue statement of a material fact, or omitted to state a material fact necessary in order to make the statements therein not misleading or (B) that (i) the Disclosure Package, as of the Applicable Time, and (ii) the Final Prospectus, as amended or supplemented as of its date or as of the Closing Date (in each case, other than the historical, pro forma, projected or other financial statements, information and data and statistical information and data included or incorporated by reference therein or omitted therefrom, in each case as to which no opinion need be given), includes or will include any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except as otherwise set forth herein, all references in this Section 5(b) to the Final Prospectus shall be deemed to include any amendment or supplement thereto at the Closing Date.

(c) The Company shall have furnished to the Underwriters the opinion of Cravath, Swaine & Moore LLP, counsel for the Company and the Guarantor, dated the Closing Date, to the effect that:

(i) Assuming that the Indenture has been duly authorized, executed and delivered by the Company and the Guarantor, the Indenture has been duly qualified under the Trust Indenture Act of 1939 and constitutes a legal, valid and binding obligation of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law); and assuming that the Notes and the Guarantee have been duly authorized, when the Notes are executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, (A) the Notes conform in all material respects to the description thereof contained in the Disclosure Package, the Base Prospectus and the Final Prospectus and will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law) and (B) the Guarantee conforms in all material respects to the description thereof contained in the Disclosure Package, the Base Prospectus and the Final Prospectus and will constitute the legal, valid and binding obligation of the Guarantor entitled to the benefits of the Indenture and enforceable against the Guarantor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law);

(ii) This Agreement has been duly authorized, executed and delivered by the Company and the Guarantor;

(iii) The Registration Statement initially became effective under the Securities Act on February 15, 2007; the Preliminary Prospectus was filed with the Commission pursuant to Rule 424(b)(3), the Final Prospectus was filed with the Commission pursuant to Rule 424(b)(5), and a term sheet was filed with the Commission pursuant to Rule 433. Thereupon, assuming prior payment by the Company or the Guarantor of the pay-as-you-go registration fee for the offering of Securities, upon the filing of the Base Prospectus and the Final Prospectus with the Commission, the offering of the Securities as contemplated by the Base Prospectus and the Final Prospectus became registered under the Securities Act; to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act;

(iv) Neither the Company nor the Guarantor is an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

(v) The statements made in the Disclosure Package, the Base Prospectus and the Final Prospectus under the captions “Description of Debt Securities” and “Description of Notes,” insofar as they purport to constitute summaries of the terms of the Securities and the Indenture, and under the caption “Certain Tax Considerations,” insofar as they purport to describe the material tax consequences of an investment in Notes, fairly summarize the matters therein described;

(vi) If the Company becomes a debtor under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (as amended, the “ Bankruptcy Code ”), Section 1168 of the Bankruptcy Code will apply with respect to the locomotives subject to the security interests granted to the Trustee, as trustee for the holders of the Securities, created under the Indenture; and

(vii) The provisions of the Indenture are sufficient to create in favor of the Trustee a security interest in all of the Company’s right, title and interest in such of the Indenture Estate (as defined in the Indenture) as constitutes “accounts”, “chattel paper”, “deposit accounts”, “documents”, “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property” and “letter-of-credit rights” within the meaning of the Uniform Commercial Code of the State of New York as in effect on the date hereof (the “ New York UCC ”) (such of the Indenture Estate (as defined in the Indenture) being hereinafter referred to as the “ Specified UCC Collateral ”), to the extent that the creation of security interests in the Specified UCC Collateral is governed by the New York UCC.

In addition, subject to such counsel’s customary qualifications about the scope of its obligations in connection with its participation in the preparation of documents, such counsel shall state that they have participated in conferences with officers and other representatives of the Company and the Guarantor, representatives of Ernst & Young LLP, independent auditors for the Company and the Guarantor, the Representatives and Counsel for the Underwriters at which the contents of the Registration Statement, Disclosure Package and the Final Prospectus and any amendment thereof or supplement thereto and related matters were discussed, and, although such counsel have not undertaken to investigate or verify independently, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, Disclosure Package and the Final Prospectus or any amendment thereof or supplement thereto (other than to the extent addressed in the first clause of paragraph (c)(i)(A), the first clause of paragraph (c)(i)(B), and paragraph (c)(v) in this Section 5), and did not participate in the preparation of the documents incorporated by reference in the Registration Statement or any Preliminary Prospectus and the Final Prospectus, (A) the Registration Statement, at the time it initially became effective, appeared on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the rules and regulations promulgated thereunder (except that such counsel need not express any view as to the financial statements and other information of a statistical, accounting or financial nature included in the Registration Statement or the Statement of Eligibility (Form T-1)); and (B) no facts have come to the attention of such counsel that would lead such counsel to believe (i) that the Registration Statement (other than the historical, pro forma, projected or other financial statements, information and data and statistical information and data included or incorporated by reference therein or omitted therefrom, and Form T-1, in each case as to which no opinion need be given), at the Applicable Time, contained any untrue statement of a material fact, or omitted to state a material fact necessary in order to make the statements therein not misleading or (ii) that (x) the Disclosure Package, as of the Applicable Time, or (y) the Final Prospectus as amended or supplemented as of its date or as of the Closing Date (in each case, other than the historical, pro forma, projected or other financial statements, information and data and statistical information and data included or incorporated by reference therein or omitted therefrom, in each case as to which no opinion need be given) includes or will include any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

In rendering such opinion, Cravath, Swaine & Moore LLP may rely (A) as to matters governed by Virginia law upon the opinion of the Senior Vice President - Law and Public Affairs of the Company and the Senior Vice President - Law and Public Affairs and Corporate Secretary of the Guarantor and (B) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. Except as otherwise set forth herein, all references in this Section 5(c) to the Final Prospectus shall be deemed to include any amendment or supplement thereto at the Closing Date.

(d) The Company shall have furnished to the Underwriters the opinions of Louis E. Gitomer, Esq., Surface Transportation Board regulatory counsel for the Company and the Guarantor, dated the Closing Date, relating (i) to Surface Transportation Board matters and (ii) to matters relating to the ICC Termination Act of 1995, in each case, in form and substance satisfactory to the Representatives.

(e) The Company shall have furnished to the Underwriters the opinion of McCarthy Tétrault LLP, Canadian counsel for the Company and the Guarantor, dated the Closing Date, in form and substance satisfactory to the Representatives.

(f) The Representatives shall have received from Counsel for the Underwriters such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Securities, the Registration Statement, the Disclosure Package and the Final Prospectus (as amended or supplemented at the Closing Date) and other related matters as they may require, and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Counsel for the Underwriters may rely as to all matters governed by Virginia law on the opinion of the Senior Vice President - Law and Public Affairs of the Company and the Senior Vice President - Law and Public Affairs and Corporate Secretary of the Guarantor, referred to above.

(g) The Guarantor shall have furnished to the Representatives a certificate of the Guarantor, signed by the Chairman of the Board, President and Chief Executive Officer, any Vice President or the Assistant Vice President – Capital Markets and another person who is the principal financial or accounting officer of the Guarantor, or, in their absence, other proper officers of the Guarantor satisfactory to the Representatives, dated the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Final Prospectus, any amendment or supplement thereto and this Agreement and that, to the best of their knowledge after reasonable investigation:

(i) the representations and warranties of the Company and the Guarantor in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of such date, and the Company and the Guarantor have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and

(ii) since the date of the most recent financial statements incorporated by reference in the Disclosure Package and the Final Prospectus, there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company or the Guarantor and their respective subsidiaries considered as one enterprise, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto after the date hereof) or as described in such certificate.

(h) The Company shall have furnished to the Underwriters the opinion of Nixon Peabody LLP, counsel for the Trustee, dated the Closing Date, in form and substance satisfactory to the Representatives.

(i) At the Applicable Time and at the Closing Date, Ernst & Young LLP shall have furnished to the Representatives letters, dated respectively as of the Applicable Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Securities Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, Preliminary Prospectus and Final Prospectus.

(j) On or prior to the Closing Date, the Notes shall be rated at least A2 by Moody’s and A- by S&P, and the Company shall have delivered to the Representatives a letter dated as of the Closing Date, from each such rating agency, or other evidence satisfactory to the Representatives, confirming that the Notes have such ratings.

(k) Subsequent to the Applicable Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letters referred to in paragraph (i) of this Section 5 or (ii) any change, or any development involving a prospective change, in or affecting the business or properties of the Company and its subsidiaries or the Guarantor and its subsidiaries, the effect of which, in any case referred to in clause (i) or (ii) above, is, in the reasonable judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to market the Securities as contemplated by the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereof or thereto after the date hereof).

(l) Subsequent to the Applicable Time, there shall not have been any decrease in the rating of any of the Company’s or the Guarantor’s debt securities by Moody’s or S&P or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.

(m) Prior to the Closing Date, the Company and the Guarantor shall furnish to the Representatives such conformed copies of such opinions, certificates, letters and documents as the Representatives may reasonably request.

If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and Counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder with respect to the Securities may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or telefax confirmed in writing.

The documents required to be delivered by this Section 5 will be delivered at the office of Counsel for the Underwriters, at 599 Lexington Avenue, New York, New York 10022, on the Closing Date.

6. Reimbursement of Expenses . If the sale of the Securities provided for herein is not consummated because of cancellation by the Representatives pursuant to Section 5 hereof, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company or the Guarantor to perform any material agreement herein or comply with any material provision hereof other than by reason of a default by any of the Underwriters in payment for the Securities on the Closing Date, the Company and the Guarantor will, jointly and severally, reimburse the Underwriters severally upon demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of Counsel for the Underwriters) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

7. Indemnification and Contribution . (a) Each of the Company and the Guarantor jointly and severally agree to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 4(I)(c) hereto, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however , that the Company and the Guarantor will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company and the Guarantor by or on behalf of any Underwriters through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability the Company and the Guarantor may otherwise have.

(b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, the Guarantor, their respective directors, their respective officers, and each person who controls the Company or the Guarantor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company and the Guarantor to each Underwriter, but only with reference to information relating to such Underwriter furnished in writing to the Company and the Guarantor by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company, the Guarantor and each Underwriter acknowledge that the statements set forth in the fourth paragraph, sixth paragraph, twelfth paragraph, thirteenth paragraph and fourteenth paragraph of text under the heading “Underwriting” in any Preliminary Prospectus, and the fourth paragraph, sixth paragraph, thirteenth paragraph, fourteenth paragraph and fifteenth paragraph of text under the heading “Underwriting” in the Final Prospectus, constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in any Preliminary Prospectus or the Final Prospectus (or in any amendment or supplement thereto). The Company, the Guarantor and Mitsubishi UFJ Securities International plc acknowledge that the statements set forth in the eleventh paragraph of text under the heading “Underwriting” in the Final Prospectus constitute information furnished in writing on behalf of Mitsubishi UFJ Securities International plc for inclusion in the Final Prospectus (or in any amendment or supplement thereto).

(c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided , however , that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel); however, the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel only if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded upon advice of counsel that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party. An indemnifying party shall not be liable under this Section 7 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise, or consent is consented to by such indemnifying party, which consent shall not be unreasonably withheld.

(d) If the indemnity provided in paragraph (a) or (b) of this Section 7 is unavailable to or insufficient to hold harmless an indemnified party for any reason, each indemnifying party agrees to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively “ Losses ”) to which the Company and the Guarantor on the one hand, and one or more of the Underwriters on the other, may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantor, on the one hand, and by the Underwriters on the other, from the offering of the Securities. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying parties shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Guarantor on the one hand, and of the Underwriters on the other, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company and the Guarantor shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses), and benefits received by the Underwriters shall be deemed to be equal to the total purchase discounts and commissions received by the Underwriters from the Company and the Guarantor in connection with the purchase of the Securities hereunder, in each case as set forth on the cover page of the Final Prospectus. Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates to information provided by the Company and the Guarantor or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company, the Guarantor and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute as provided in this Section 7(d) are several in proportion to their respective purchase obligations and not joint. For purposes of this Section 7, each person who controls an Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each officer and director of the Company and the Guarantor shall have the same rights to contribution as the Company or the Guarantor, as the case may be, subject in each case to the applicable terms and conditions of this paragraph (d). Notwithstanding the provisions of this paragraph (d), in no case shall any Underwriter (except as may be provided in any agreement among the Underwriters relating to the offering of the Securities) be responsible for any amount in excess of the purchase discount or commission applicable to the Securities purchased by such Underwriter hereunder, in each case as set forth on the cover page of the Final Prospectus.

8. Default by an Underwriter . If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided , however , that if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities within 36 hours of such default, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company except as otherwise provided in Section 10. In the event of a default by any Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or to any non-defaulting Underwriter for damages occasioned by its default hereunder.

9. Termination . This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the applicable Securities, if prior to such time (i) there shall have occurred any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or the Guarantor or their respective subsidiaries which, in the judgment of the Representatives, materially impairs the investment quality of the Securities, (ii) any downgrading in the rating of any debt securities of the Company or the Guarantor by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company or the Guarantor (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating), (iii) trading in any of the Company’s or the Guarantor’s securities shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited or minimum prices shall have been established on such exchange, (iv) a banking moratorium shall have been declared either by federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to proceed with the offering or delivery of the Securities as contemplated by any Preliminary Prospectus or the Final Prospectus (exclusive of any amendment or supplement thereof or thereto after the date hereof).

10. Representations and Indemnities to Survive . The respective agreements, representations, warranties, indemnities and other statements of the Company or the Guarantor or their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters, the Company, the Guarantor or any of the officers, directors or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 6 and 7 hereof shall survive the termination or cancellation of this Agreement.

11. Fees, Expenses . The Company and the Guarantor, jointly and severally, covenant and agree with the Representatives that the Company or the Guarantor will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s and the Guarantor’s counsel and accountants in connection with the issue of the Securities and all other expenses in connection with the preparation and printing of the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters; (ii) the cost of printing or other production of all documents relating to the offering, purchase, sale and delivery of the Securities as provided in Section 4(I)(a); (iii) any fees charged by securities rating services for rating the Securities; (iv) the cost of preparing the Securities; (v) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities; (vi) any fees charged by DTC; (vii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws, including the fees and disbursements of Counsel for the Underwriters in connection with such qualification and in connection with Blue Sky and Legal Investment Survey; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 11. It is understood, however, that except as provided in Sections 6 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees, disbursements and expenses of their counsel and any marketing expenses connected with any offers they may make.

12. Notices . All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed and confirmed to them, care of (i) Morgan Stanley & Co. Incorporated, 1585 Broadway, 29 ^th Floor, New York, N.Y. 10036 Attention: Investment Banking Division Phone: (212) 761-6691 Fascimile: (212) 507-8999 and (ii) Citigroup Global Markets Inc., 388 Greenwich Street, New York, N.Y. 10013, attention: General Counsel, fax: (212) 816-7912; or, if sent to the Company or the Guarantor, will be mailed, delivered or telefaxed and confirmed to CSX Corporation, 500 Water Street, 2 ^nd Floor, Jacksonville, Florida 32202, attention: David H. Baggs, Assistant Vice President – Capital Markets, telefax number (904) 366-5176.

13. Successors . This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder.

14. Applicable Law . This Agreement will be governed by and construed in accordance with the laws of the State of New York.

15. No Fiduciary Duty . Each of the Company and the Guarantor hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Guarantor, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company or the Guarantor and (c) the Company’s and the Guarantor’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, each of the Company and the Guarantor agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or the Guarantor on related or other matters). Each of the Company and the Guarantor agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company or the Guarantor, in connection with such transaction or the process leading thereto.

16. Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all such counterparts will together constitute one and the same instrument.

17. Headings . The section headings are for convenience only and shall not affect the construction hereof.

18. Definitions . The terms which follow, when used in this Agreement, shall have the meanings indicated.

“Applicable Time” shall mean 4:12 PM (Eastern Time) on December 10, 2007, or such other time as agreed by the Company and the Representatives.

“Base Prospectus” shall mean the base prospectus referred to in Section 1(a) above contained in the Registration Statement at the Applicable Time.

“Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York, New York are authorized or obligated by law, executive order or regulation to close.

“Disclosure Package” shall mean (i) the Preliminary Prospectus most recently distributed generally to investors prior to the Applicable Time, (ii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, (iii) the final term sheet prepared and filed pursuant to Section 4(I)(c) hereto, identified in Schedule I hereto, if any, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

“Effective Date” shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or become effective, and each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the Securities Act.

“Final Prospectus” shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Applicable Time, together with the Base Prospectus.

“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.

“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

“Moody’s” shall mean Moody’s Investors Service Inc.

“Preliminary Prospectus” shall mean any preliminary prospectus supplement to the Base Prospectus referred to in Section 1(a) above which is used prior to the filing of the Final Prospectus, together with the Base Prospectus.

“Registration Statement” shall mean the registration statement referred to in Section 1(a) above, as amended by Post-Effective Amendment No. 1 thereto, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.

“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, and “Rule 433” refer to such rules under the Securities Act.

“S&P” shall mean Standard & Poor’s Ratings Group.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Company, the Guarantor and the Underwriters.

Very truly yours,

CSX TRANSPORTATION, INC

By:	/s/ Carolyn T. Sizemore
	Name: Carolyn T. Sizemore
	Title: Vice President and Controller

CSX CORPORATION

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

The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.

CITIGROUP GLOBAL MARKETS INC.

By:	/s/ Brian Bednarski
	Name: Brian Bednarski
	Title: Director

MORGAN STANLEY & CO. INCORPORATED

By:	/s/ Yurij Slyz
	Name: Yurij Slyz
	Title: Vice President

For themselves and the other Underwriters named in

Schedule II to the foregoing Agreement

SCHEDULE I

Sch.I-1

PRICING TERM SHEET

6.251% Secured Equipment Notes due 2023

Issuer:	CSX Transportation, Inc.
Guarantor:	CSX Corporation
Security:	6.251% Secured Equipment Notes due 2023
Size:	$380,821,000
Coupon:	6.251%
Interest Payment Dates:	January 15 and July 15, commencing July 15, 2008
Principal Payment Dates:	Principal payments on the Notes will be made in scheduled amounts on selected payment dates, commencing July 15, 2008 and continuing until January 15, 2023, the final maturity date of the Notes.
Price to Public:	100.000%
Benchmark Treasury:	UST 4.25% due November 15, 2017
Benchmark Treasury Yield:	4.151%
Spread to Benchmark Treasury:	+210 bp
Yield:	6.251%
Maturity:	January 15, 2023
Average Life:	10.3 years
Discount Rate for Calculation of Redemption Premium:	Treasury Rate + 35 bp
Trade Date:	December 10, 2007
Expected Settlement Date:	December 13, 2007
CUSIP:	126410 LM9
Anticipated Ratings:	A2 (Stable) by Moody’s Investors Service, Inc. A- (Stable) by Standard & Poor’s Ratings Services
Joint Book-Running Managers:	Citigroup Global Markets Inc. Morgan Stanley & Co. Incorporated
Senior Co-Managers:	Barclays Capital Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. J.P. Morgan Securities Inc. UBS Securities LLC
Co-Managers	Mitsubishi UFJ Securities International plc Mizuho Securities USA Inc. Scotia Capital (USA) Inc.

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.

Sch.I-2

You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll free at 1-877-858-5407 or Morgan Stanley & Co. Incorporated toll free at 1-866-718-1649.

Sch.I-3

SCHEDULE II

$380,821,000 6.251% Secured Equipment Notes due 2023

Underwriters	Principal Amount of Securities to be Purchased
Citigroup Global Markets Inc.	$156,136,000
Morgan Stanley & Co. Incorporated	156,136,000
Barclays Capital Inc.	11,425,000
Credit Suisse Securities (USA) LLC	11,425,000
Deutsche Bank Securities Inc.	11,425,000
J.P. Morgan Securities Inc.	11,425,000
UBS Securities LLC	11,425,000
Mitsubishi UFJ Securities International plc	3,808,000
Mizuho Securities USA Inc.	3,808,000
Scotia Capital (USA) Inc.	3,808,000
Total	$380,821,000

Sch. II-1

SCHEDULE III

Schedule of Free Writing Prospectuses included in the Disclosure Package

Term Sheet

Sch. III-1

Exhibit 4.1

EXECUTION COPY

CSX CORPORATION

CSX TRANSPORTATION, INC.

Action of Authorized Pricing Officers

December 10, 2007

1. On December 13, 2007, (i) CSX Transportation, Inc. (the “Company”) intends to enter into an indenture (the “Base Indenture”) with The Bank of New York Trust Company, N.A., as trustee (the “Trustee”) and (ii) the Company, the Trustee and CSX Corporation (the “Guarantor”) intend to enter into a supplemental indenture (the “Supplemental Indenture”, and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”). Subject to the Indenture becoming effective, pursuant to (i) Section 301 of the Base Indenture, (ii) the resolutions duly adopted by the Board of Directors of the Guarantor at meetings duly called and held on December 13, 2006 and February 14, 2007, and (iii) the resolutions of the board of directors of the Company adopted by unanimous written consent, in lieu of a meeting, on December 10, 2007, the undersigned officers hereby establish a series (as that term is used in Section 301 of the Base Indenture) of Securities to be issued under the Indenture, which series of Securities shall have the terms set forth in the Prospectus and the Prospectus Supplement attached as Exhibit A (collectively, the “Prospectus”) and such other or different terms as may be set forth herein. The title of the Securities shall be the 6.251% Secured Equipment Notes due 2023 (the “Notes”), and the Notes will be issued in fully registered form only, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Terms used herein and not defined shall have the meaning assigned to them in the Indenture or the Prospectus.

2. The form and terms of the Notes substantially in the form of Exhibit B attached hereto are hereby approved under the Indenture; and the Chairman, President and Chief Executive Officer, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any General Counsel, any Assistant General Counsel, any Associate General Counsel, the Corporate Secretary, or any Assistant Corporate Secretary of the Company, as well as Louis G. Recher, Assistant General Counsel, CSX Corporation (each, a “Company Authorized Officer” and, collectively, the “Company Authorized Officers”) are, and each of them with full power to act without the others hereby is, authorized, in the name and on behalf of the Company, to execute, manually or by facsimile signature, and in the manner provided in the Indenture, the Notes (and, in addition, to replace lost, stolen, mutilated or destroyed Notes, all as provided in the Indenture) substantially in the form approved hereby, in both temporary and definitive form, with such changes, modifications and insertions therein as the officer executing the Notes shall determine, such determination to be conclusively evidenced by the execution thereof by such officer, all in the manner and form required in, or contemplated by, the Indenture.

3. The signatures of the officers of the Company so authorized to execute the Notes may, but need not be, the facsimile signatures of the current or any future such authorized officers imprinted or otherwise reproduced thereon, the Company for such purpose hereby adopting such facsimile signatures as binding upon it, notwithstanding that at the time any Notes shall be authenticated and delivered or disposed of any officer so signing shall have ceased to be such authorized officer.

4. The form, terms and provisions of the Indenture are hereby approved.

5. The form, terms and provisions of the Underwriting Agreement, dated December 10, 2007 (the “Underwriting Agreement”), among the Company, the Guarantor and the Underwriters named on Schedule II thereto, providing for the issuance and sale of the Securities (as defined therein) are hereby approved; the Chairman, President and Chief Executive Officer, any Executive Vice President, any Senior Vice President, any Vice President, the Treasurer, any General Counsel or Assistant General Counsel, the Corporate Secretary, any Assistant Corporate Secretary or the Assistant Vice President-Capital Markets of the Guarantor (each a “Guarantor Authorized Officer” and collectively, the “Guarantor Authorized Officers” and, together with the Company Authorized Officers, the “Authorized Officers”) are, and each of them with full power to act without the others hereby is, authorized and directed to execute and deliver, in the name and on behalf of the Guarantor, the Underwriting Agreement with such changes therein as the officer of the Guarantor executing the Underwriting Agreement shall approve, the execution thereof by such officer to be conclusive evidence of such approval; and the Company Authorized Officers are, and each of them with full power to act without the others hereby is, authorized and directed to execute and deliver, in the name and on behalf of the Company, the Underwriting Agreement with such changes therein as the officer of the Company executing the Underwriting Agreement shall approve, the execution thereof by such officer to be conclusive evidence of such approval.

6. The form and terms of the Prospectus are hereby approved.

7. The Authorized Officers are, and each of them with full power to act without the others hereby is, authorized and empowered to take all actions, and to execute and deliver any and all documents, in the name and on behalf of the Company or the Guarantor, as applicable, as such officer or officers shall deem necessary or appropriate to effect or otherwise carry out the foregoing.

8. Any and all actions heretofore or hereafter taken by any officer or officers of the Company or the Guarantor within the terms of the foregoing, including without limitation, the filing of a registration statement and amendments, supplements and addenda thereto with the Securities and Exchange Commission with respect to the Securities and other securities which may be issued pursuant to the Indenture, are hereby ratified and confirmed as the act of the Company or Guarantor, as applicable.

9. The Notes may be authenticated by the Trustee and issued in accordance with the Indenture.

Dated as of the date first set forth above.

AUTHORIZED PRICING OFFICERS


By:	/s/ Oscar Munoz
	Name: Oscar Munoz
	Title: Executive Vice President and Chief Financial Officer


By:	/s/ David A. Boor
	Name: David A. Boor
	Title: Vice President-Tax and Treasurer

Exhibit A

Exhibit B

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

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

CSX TRANSPORTATION, INC.

6.251% SECURED EQUIPMENT NOTES DUE 2023

No. 1-A

CUSIP No. 126410 LM9

ISIN No. US126410LM99

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Dated: December 13, 2007

CSX TRANSPORTATION, INC.

By:	/s/ Louis G. Recher
	Name: Louis G. Recher
	Title: Assistant General Counsel, CSX Corporation, and Authorized Signatory

/s/ Steven C. Armbrust

Assistant Corporate Secretary

CSX Transportation, Inc.

STATE OF
	) ss.:
COUNTY/CITY OF

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

WITNESS my hand and official seal this 11th day of December, 2007, in the Commonwealth and County aforesaid.

/s/ Katherine B. Crammé

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

My commission expires: April 30, 2011

Printed Name of Notary Public: Katherine B. Crammé

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

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

By:	/s/ Geraldine Creswell
	Name: Geraldine Creswell
	Title: Assistant Treasurer

FORM OF TRANSFER NOTICE

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

Insert Taxpayer Identification No.

_______________________________________________________________________________________________________________________________________

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

_______________________________________________________________________________________________________________________________________

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

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

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

	Scheduled
Payment Date	Principal Repayment		Pool Factor
July 15, 2008		$14,484,000.00	0.96196638
January 15, 2009		$0.00	0.96196638
July 15, 2009		$14,888,000.00	0.92287190
January 15, 2010		$0.00	0.92287190
July 15, 2010		$15,330,000.00	0.88261677
January 15, 2011		$0.00	0.88261677
July 15, 2011		$15,332,000.00	0.84235638
January 15, 2012		$0.00	0.84235638
July 15, 2012		$16,614,000.00	0.79872959
January 15, 2013		$0.00	0.79872959
July 15, 2013		$17,868,000.00	0.75180991
January 15, 2014		$0.00	0.75180991
July 15, 2014		$17,868,000.00	0.70489022
January 15, 2015		$0.00	0.70489022
July 15, 2015		$17,869,000.00	0.65796792
January 15, 2016		$0.00	0.65796792
July 15, 2016		$17,868,000.00	0.61104824
January 15, 2017		$0.00	0.61104824
July 15, 2017		$17,868,000.00	0.56412855
January 15, 2018		$0.00	0.56412855
July 15, 2018		$17,868,000.00	0.51720887
January 15, 2019		$0.00	0.51720887
July 15, 2019		$17,868,000.00	0.47028919
January 15, 2020		$0.00	0.47028919
July 15, 2020		$17,869,000.00	0.42336688
January 15, 2021		$0.00	0.42336688
July 15, 2021		$10,948,099.31	0.39461821
January 15, 2022		$0.00	0.39461821
July 15, 2022		$10,948,099.31	0.36586953
January 15, 2023		$139,330,801.38	0.00000000

Schedule of Exchange

CSX TRANSPORTATION, INC., AS ISSUER

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

Dated as of December 13, 2007

Senior Securities

Reconciliation and tie between

Trust Indenture Act of 1939 (the “Trust Indenture Act”)

Trust Indenture
Act Section		Indenture Section
Section 310(a)(1)		608, 612
(a)(2)		608, 612
(b)		605, 609
Section 312(a)		701, 702
(b)		702
(c)		702
Section 313(a)		703
(b)		703
(c)		703, 704
(d)		703
Section 314(a)		704
(c)(1)		102
(c)(2)		102
(e)		101, 102, 103
(f)		102
Section 315(a)		601
(b)		603
(c)		601
(d)		601
(e)		515, 609
Section 316(a) (last sentence)		101
(a)(1)(A)		512
(a)(1)(B)		513
(b)		508
(c)		104(5)
Section 317(a)(1)		503
(a)(2)		504
(b)		1003
Section 318(a)		108

Note:

This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture.

Attention should also be directed to Section 318(c) of the Trust Indenture Act, which provides that the provisions of Section 310 to and including 317 are a part of the provisions which govern every qualified indenture, whether or not physically contained herein.

INDENTURE, dated as of December 13, 2007 (the “Indenture”), between CSX TRANSPORTATION, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (hereinafter called the “Company”), having its principal executive office located at 500 Water Street, Jacksonville, Florida 32202, and The Bank of New York Trust Company N.A., a New York banking corporation (hereinafter called the “Trustee”), having its Corporate Trust Office located at 10161 Centurion Parkway, 2 ^nd Floor, Jacksonville, FL 32256 (Attention: Florida Corporate).

RECITALS

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness, unlimited as to principal amount, to bear such rates of interest, to mature at such time or times, to be issued in one or more series and to have such other provisions as shall be fixed as hereinafter provided. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder that are required to be part of this Indenture and, to the extent applicable, shall be governed by such provisions.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders (as herein defined) thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof and any Coupons (as herein defined) as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. Definitions.

Except as otherwise expressly provided in or pursuant to this Indenture or unless the context otherwise requires, for all purposes of this Indenture:

(1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

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(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States of America and, except as otherwise herein expressly provided, the terms “generally accepted accounting principles” or “GAAP” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States of America at the date of such computation;

(4) the words “herein”, “hereof”, “hereto” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

(5) the word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or both”, not “either A or B but not both”).

Certain terms used principally in certain Articles hereof are defined in those Articles.

“ Act ”, when used with respect to any Holders, has the meaning specified in Section 104.

“ Additional Amounts ” means any additional amounts which are required hereby or by any Security, under circumstances specified herein or therein, to be paid by the Company in respect of certain taxes, assessments or other governmental charges imposed on Holders specified therein and which are owing to such Holders. Whenever the Company is required to pay an Additional Amount it shall deliver an Officers’ Certificate to the Trustee stating such Additional Amount per $1,000 in aggregate principal amount of Securities.

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control”, when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Authenticating Agent ” means any Person authorized by the Trustee pursuant to Section 612 to act on behalf of the Trustee to authenticate Securities of one or more series.

“ Authorized Newspaper ” means a newspaper, in an official language of the place of publication or in the English language, customarily published on each day that is a Business Day in the place of publication, whether or not published on days that are legal holidays in the place of publication, and of general circulation in each place in connection with which the term is used or in the financial community of each such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any day that is a Business Day in the place of publication.

“ Bankruptcy Law ” has the meaning specified in Section 501.

“ Bearer Security ” means any Security in the form established pursuant to Section 201 which is payable to bearer.

“ Board of Directors ” means the board of directors of the Company or any committee of that board duly authorized to act generally or in any particular respect for the Company hereunder.

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“ Board Resolution ” means a copy of one or more resolutions, certified by the Corporate Secretary or an Assistant Corporate Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, delivered to the Trustee.

“ Business Day ”, with respect to any Place of Payment or other location, means, unless otherwise specified with respect to any Securities pursuant to Section 301, any day other than a Saturday, Sunday or other day on which banking institutions in such Place of Payment or other location are authorized or obligated by law, regulation or executive order to close.

“ Clearstream ” means Clearstream Banking société anonyme, or its successor.

“ Commission ” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“ Common Stock ” includes any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which is not subject to redemption by the Company.

“ Company ” means the Person named as the “Company” in the first paragraph of this instrument until another successor Person shall have become such pursuant to the applicable provisions of this Indenture, at which point “Company” shall mean such other successor Person, and any other obligor upon the Securities.

“ Company Request ” and “Company Order” mean, respectively, a written request or order, as the case may be, signed in the name of the Company by any two Officers or by an Officer and either an Assistant Treasurer or an Assistant Corporate Secretary of the Company, and delivered to the Trustee.

“ Conversion Event ” means the cessation of use of (i) a Foreign Currency both by the government of the country or the confederation which issued such Foreign Currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community, (ii) the Euro both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Union or (iii) any currency unit or composite currency other than the Euro for the purposes for which it was established.

“ Corporate Trust Office ” means either (A) the principal corporate trust office of the Trustee in which at any particular time its corporate trust business shall be administered, which office at the date of original execution of this Indenture is located at 1061 Centurion Parkway, 2 ^nd Floor Jacksonville, Florida 32256 Attention: Florida Corporate, or (B) for purposes of Sections 301(9) and 1002, the principal corporate trust office of the Trustee in the Borough of Manhattan, The City of New York at which at any particular time its corporate trust business shall be administered in The City of New York, which office at the date of original execution of this Indenture is located at 101 Barclay Street, New York, New York 10286; provided that, for purposes of any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document or notice provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, the Trustee, whether pursuant to Section 105 or otherwise, “Corporate Trust Office” means any office referred to in clause (A) of this paragraph.

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“ Corporation ” and “corporation” includes corporations, associations, companies and business trusts.

“ Coupon ” means any interest coupon appertaining to a Bearer Security.

“ Currency ”, with respect to any payment, deposit or other transfer in respect of the principal of or any premium or interest on or any Additional Amounts with respect to any Security, means Dollars or the Foreign Currency, as the case may be, in which such payment, deposit or other transfer is required to be made by or pursuant to the terms hereof or such Security and, with respect to any other payment, deposit or transfer pursuant to or contemplated by the terms hereof or such Security, means Dollars.

“ CUSIP Number ” means the alphanumeric designation assigned to a Security by Standard & Poor’s, CUSIP Service Bureau.

“ Custodian ” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

“ Defaulted Interest ” has the meaning specified in Section 307.

“ Depository ” means, with respect to any Security issuable or issued in the form of one or more global Securities, the Person designated as Depository by the Company in or pursuant to this Indenture, which Person must be, to the extent required by applicable law or regulation, a clearing agency registered under the Securities Exchange Act of 1934, as amended, and, if so provided with respect to any Security, any successor to such Person. If at any time there is more than one such Person, “Depository” shall mean, with respect to any Securities, the qualifying entity which has been appointed with respect to such Securities. Unless otherwise established as contemplated by Section 301, the Depository shall be The Depository Trust Company, New York, New York.

“ Dollars” or “$ ” means a dollar or other equivalent unit of legal tender for payment of public or private debts in the United States of America.

“ Euro ” means the basic unit of currency among participating European Union countries from time to time.

“ Euroclear ” means Euroclear Bank S.A./N.V., as the operator of the Euroclear System, and any successor thereto.

“ European Monetary System ” means the European Monetary System established by the Resolution of December 5, 1978 of the Council of the European Community.

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“ European Union ” means the European Economic Community, the European Coal and Steel Community and the European Atomic Energy Community.

“ Event of Default ” has the meaning specified in Section 501.

“ Foreign Currency ” means any currency, currency unit or composite currency, including, without limitation, the Euro, issued by the government of one or more countries other than the United States of America or by any recognized confederation or association of such governments.

“ GAAP ” means such accounting principles as are generally accepted in the United States of America as of the date or time of any computation required hereunder.

“ Government Obligations ” means securities which are (i) direct obligations of the United States of America or the other government or governments in the confederation which issued the Foreign Currency in which the principal of or any premium or interest on such Security or any Additional Amounts in respect thereof shall be payable, in each case where the payment or payments thereunder are supported by the full faith and credit of such government or governments or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America or such other government or governments, in each case where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States of America or such other government or governments, and which, in the case of (i) or (ii), are not callable or redeemable at the option of the issuer or issuers thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of or other amount with respect to any such Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or other amount with respect to the Government Obligation evidenced by such depository receipt.

“ Guarantee ” means any guarantee of the Securities of a particular series if so specified in the supplemental indenture establishing the terms of such series pursuant to Section 301 hereof.

“ Guarantor ” means, for any Securities of a particular series in respect of which a Guarantee has been provided, each Person providing such Guarantee, and includes any successor to Guarantor.

“ Holder ”, in the case of any Registered Security, means the Person in whose name such Security is registered in the Security Register and, in the case of any Bearer Security, means the bearer thereof and, in the case of any Coupon, means the bearer thereof.

“ Indenture ” means this instrument as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and, with respect to any Security, by the terms and provisions of such Security and any Coupon appertaining thereto established pursuant to Section 301 (as such terms and provisions may be amended pursuant to the applicable provisions hereof).

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“ Indexed Security ” means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof at original issuance.

“ Interest Payment Date ”, with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“ Judgment Currency ” has the meaning specified in Section 116.

“ Lien ” means any mortgage, pledge, lien, encumbrance, charge or security interest of any kind securing an Obligation.

“ Maturity ”, with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as provided in or pursuant to this Indenture, whether at the Stated Maturity or by declaration of acceleration, notice of redemption or repurchase, notice of option to elect repayment or otherwise, and includes the Redemption Date.

“ New York Banking Day ” has the meaning specified in Section 116.

“ Obligation ” means indebtedness for borrowed money or indebtedness evidenced by a bond, note, debenture or other evidence of indebtedness.

“ Office” or “Agency ”, with respect to any Securities, means an office or agency of the Company maintained or designated in a Place of Payment for such Securities pursuant to Section 1002 or any other office or agency of the Company maintained or designated for such Securities pursuant to Section 1002 or, to the extent designated or required by Section 1002 in lieu of such office or agency, the Corporate Trust Office of the Trustee.

“ Officer ” means the Chairman of the Board, if any, the President, any Vice President, the Treasurer, the Corporate Secretary or the Controller of the Company.

“ Officers’ Certificate ” means a certificate signed by two Officers or by any Officer and either an Assistant Treasurer or an Assistant Corporate Secretary of the Company, that complies with the requirements of Section 314(e) of the Trust Indenture Act and is delivered to the Trustee.

“ Opinion of Counsel ” means a written opinion of counsel, who may be an employee of or counsel for the Company or other counsel, in any case, who shall be reasonably acceptable to the Trustee, that, if required by the Trust Indenture Act, complies with the requirements of Section 314(e) of the Trust Indenture Act.

“ Original Issue Discount Security ” means a Security issued pursuant to this Indenture which provides for declaration of an amount less than the principal face amount thereof to be due and payable upon acceleration pursuant to Section 502.

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“ Outstanding ”, when used with respect to any Securities, means, as of the date of determination, all such Securities theretofore authenticated and delivered under this Indenture, except:

(a)

any such Security theretofore cancelled by the Trustee or the Security Registrar or delivered to the Trustee or the Security Registrar for cancellation;

(b)

any such Security for whose payment at the Maturity thereof money in the necessary amount has been theretofore deposited pursuant hereto (other than pursuant to Section 402) with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities and any Coupons appertaining thereto, provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(c)

any such Security with respect to which the Company has effected defeasance or covenant defeasance pursuant to Section 402, except to the extent provided in Section 402;

(d)

any such Security which has been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, unless there shall have been presented to the Trustee proof satisfactory to it that such Security is held by a bona fide purchaser in whose hands such Security is a valid obligation of the Company; and

(e)

any such Security converted or exchanged as contemplated by this Indenture into Common Stock or other securities, if the terms of such Security provide for such conversion or exchange pursuant to Section 301;

provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Securities for quorum purposes, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination and that shall be deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof that pursuant to the terms of such Original Issue Discount Security would be declared (or shall have been declared to be) due and payable upon a declaration of acceleration thereof pursuant to Section 502 at the time of such determination, and (ii) the principal amount of any Indexed Security that may be counted in making such determination and that shall be deemed outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided in or pursuant to this Indenture, and (iii) the principal amount of a Security denominated in a Foreign Currency shall be the Dollar equivalent, determined on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security, and (iv) Securities owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making any such determination or relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities with respect to which a Responsible Officer of the Trustee receives an Officers’ Certificate from the Company stating that such Securities are so owned shall be so disregarded. Securities so owned which shall have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee (A) the pledgee’s right so to act with respect to such Securities and (B) that the pledgee is not the Company or an Affiliate of the Company.

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“ Paying Agent ” means any Person authorized by the Company to pay the principal of, or any premium or interest on, or any Additional Amounts with respect to, any Security or any Coupon on behalf of the Company.

“ Person ” means any individual, Corporation, partnership, joint venture, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“ Place of Payment ”, with respect to any Security, means the place or places where the principal of, or any premium or interest on, or any Additional Amounts with respect to such Security are payable as provided in or pursuant to this Indenture or such Security.

“ Predecessor Security ” of any particular Security means every previous Security evidencing all or a portion of the same indebtedness as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a lost, destroyed, mutilated or stolen Security or any Security to which a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to evidence the same indebtedness as the lost, destroyed, mutilated or stolen Security or the Security to which a mutilated, destroyed, lost or stolen Coupon appertains.

“ Principal Subsidiary ” means The Baltimore and Ohio Chicago Terminal Railroad Company, an Illinois corporation.

“ Redemption Date ”, with respect to any Security or portion thereof to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture or such Security.

“ Redemption Price ”, with respect to any Security or portion thereof to be redeemed, means the price at which it is to be redeemed as determined by or pursuant to this Indenture or such Security.

“ Registered Security ” means any Security in the form established pursuant to Section 201 which is registered in the Security Register.

“ Regular Record Date ” for the interest payable on any Registered Security on any Interest Payment Date therefor means the date, if any, specified in or pursuant to this Indenture or such Security as the “Regular Record Date”.

“ Required Currency ” has the meaning specified in Section 116.

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“ Responsible Officer ” means with respect to the Trustee, any officer of the Trustee in the Florida Corporate – Corporate Trust Unit (or any successor unit or department) of the Trustee located at the Corporate Trust Office of the Trustee who has direct responsibility for administration of the Indenture and, for purposes of Sections 601(c)(2) and 603, also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Security” or “Securities ” means any note or notes, bond or bonds, debenture or debentures, or any other evidences of indebtedness, as the case may be, authenticated and delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee under this Indenture, “Securities”, with respect to any such Person, shall mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee.

“ Security Register” and “Security Registrar ” have the respective meanings specified in Section 305.

“ Special Record Date ” for the payment of any Defaulted Interest on any Registered Security means a date fixed by the Trustee pursuant to Section 307.

“ Stated Maturity ”, with respect to any Security or any installment of principal thereof or interest thereon or any Additional Amounts with respect thereto, means the date established by or pursuant to this Indenture or such Security as the fixed date on which the principal of such Security or such installment of principal or interest is, or such Additional Amounts are, due and payable.

“ Subsidiary ” means with respect to any Person, a corporation or other legal entity a majority of the outstanding Voting Stock or analogous equity interest of which is owned, directly or indirectly, by such Person or one or more of such Person’s Subsidiaries, or by such Person and one or more of such Person’s Subsidiaries.

“ Trust Indenture Act ” means the Trust Indenture Act of 1939, as amended, and any reference herein to the Trust Indenture Act or a particular provision thereof shall mean such Act or provision, as the case may be, as amended or replaced from time to time or as supplemented from time to time by rules or regulations adopted by the Commission under or in furtherance of the purposes of such Act or provision, as the case may be.

“ Trustee ” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean each Person who is then a Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Trustee” shall mean each such Person and as used with respect to the Securities of any series shall mean the Trustee with respect to the Securities of such series.

“ United States ” means the United States of America (including the states thereof and the District of Columbia), its territories and possessions and other areas subject to its jurisdiction.

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“ United States Alien ”, except as otherwise provided in or pursuant to this Indenture or any Security, means any Person who, for United States Federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States Federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust.

“ Vice President ”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “Vice President”.

“ Voting Stock ” means stock having voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

Section 102. Compliance Certificates and Opinions.

Except as otherwise expressly provided in this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Section 103. Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Officer may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the Opinion of Counsel with respect to the matters upon which his certificate or opinion is based is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or Officers stating that the information with respect to such factual matters is in the possession of the Company unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any Security, they may, but need not, be consolidated and form one instrument.

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Section 104. Acts of Holders.

(1) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by or pursuant to this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. If, but only if, Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant to this Indenture to be given or taken by Holders of Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article Fifteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both, in each case, which satisfy the required percentages in principal amount of Outstanding Securities, are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company and any agent of the Trustee or the Company, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1506.

Without limiting the generality of this Section 104, unless otherwise provided in or pursuant to this Indenture, a Holder, including a Depository that is a Holder of a global Security, may make, give or take, by a proxy, or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture or the Securities to be made, given or taken by Holders, and a Depository that is a Holder of a global Security may provide its proxy or proxies to the beneficial owners of interests in any such global Security through such Depository’s standing instructions and customary practices.

(2) The fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.

(3) The ownership, principal amount and serial numbers of Registered Securities held by any Person, and the date of the commencement and the date of the termination of holding the same, shall be proved by the Security Register.

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(4) The ownership, principal amount and serial numbers of Bearer Securities held by any Person, and the date of the commencement and the date of the termination of holding the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary reasonably acceptable to the Company, wherever situated, if such certificate shall be deemed by the Company and the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Company and the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding. The ownership, principal amount and serial numbers of Bearer Securities held by the Person so executing such instrument or writing and the date of the commencement and the date of the termination of holding the same may also be proved in any other manner which the Company and the Trustee deem sufficient.

(5) If the Company shall solicit from the Holders of any Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may at its option (but is not obligated to), by Board Resolution, fix in advance a record date for the determination of Holders of Registered Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of Registered Securities of record at the close of business on such record date shall be deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date.

(6) Any request, demand, authorization, direction, notice, consent, waiver or other Act by the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or suffered to be done by the Trustee, any Security Registrar, any Paying Agent, Guarantor or the Company in reliance thereon, whether or not notation of such Act is made upon such Security.

Section 105. Notices, Etc. to Trustee, Company and Guarantor.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder, Guarantor or the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office or sent by facsimile transmission to the addressee (with written confirmation of actual receipt from the Trustee) at the number specified by the Trustee, or

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(2) the Company by the Trustee, Guarantor or any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to the attention of its Treasurer or delivered by guaranteed overnight courier at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company or sent by facsimile transmission to 904-366-5176 (with written confirmation of actual receipt from the Company), or

(3) Guarantor by the Trustee, the Company or any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or delivered by guaranteed overnight courier to Guarantor addressed to the attention of its designee at the address of its principal or other office specified by the Guarantor or at any other address previously furnished in writing to the Trustee by Guarantor or sent by facsimile transmission to the number specified by the Guarantor (with written confirmation of actual receipt from the Guarantor).

Section 106. Notice to Holders of Securities; Waiver.

Except as otherwise expressly provided in or pursuant to this Indenture, where this Indenture provides for notice to Holders of Securities of any event,

(1) such notice shall be sufficiently given to Holders of Registered Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Registered Security affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice; and

(2) such notice shall be sufficiently given to Holders of Bearer Securities, if any, if published in an Authorized Newspaper in The City of New York and, if such Securities are then listed on any stock exchange outside the United States, in an Authorized Newspaper in such city as the Company shall advise the Trustee that such stock exchange so requires, on a Business Day at least twice, the first such publication to be not earlier than the earliest date and the second such publication not later than the latest date prescribed for the giving of such notice.

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In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given or provided. In the case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

In case by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of any notice mailed to Holders of Registered Securities as provided above.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders of Securities shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 107. Language of Notices.

Any request, demand, authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the English language, except that, if the Company so elects, any published notice may be in an official language of the country of publication.

Section 108. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with any duties under any required provision of the Trust Indenture Act imposed hereon by Section 318(c) thereof, such required provision shall control.

Section 109. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 110. Successors and Assigns.

All covenants and agreements in this Indenture by the Company, Guarantor or Trustee shall bind its respective successors and assigns, whether so expressed or not.

Section 111. Separability Clause.

In case any provision in this Indenture, any Security or any Coupon shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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Section 112. Benefits of Indenture.

Nothing in this Indenture, any Security or any Coupon, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying Agent and their successors hereunder and the Holders of Securities or Coupons, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 113. Governing Law.

This Indenture (including any Guarantee with respect to any Securities), the Securities and any Coupons shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said state.

Section 114. Business Days.

Unless otherwise specified in or pursuant to this Indenture or any Securities, in any case where any Interest Payment Date, Stated Maturity or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture, any Security or any Coupon other than a provision in any Security or Coupon that specifically states that such provision shall apply in lieu hereof) payment need not be made at such Place of Payment on such date but such payment may be made on the next succeeding day that is a Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or at the Stated Maturity or Maturity, and no interest shall accrue on the amount payable on such date or at such time for the period from and after such Interest Payment Date, Stated Maturity or Maturity, as the case may be, to the next succeeding Business Day.

Section 115. Counterparts.

This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 116. Judgment Currency.

The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of, or premium or interest, if any, or Additional Amounts on the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which a final unappealable judgment is given and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with clause (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to be closed.

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ARTICLE TWO

SECURITIES FORMS

Section 201. Forms Generally.

Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in the form established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Officers executing such Security or Coupon as evidenced by their execution of such Security or Coupon.

Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Coupons.

Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the Officers executing such Securities or Coupons, as evidenced by their execution of such Securities or Coupons.

Section 202. Form of Trustee’s Certificate of Authentication.

Subject to Section 612, the Trustee’s certificate of authentication shall be in substantially the following form:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	The Bank of New York Trust Company, N.A.,
	as Trustee

By
	Authorized Officer

Section 203. Securities in Global Form.

Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in global form. If Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel.

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Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein.

Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, Guarantor, the Trustee and any agent of the Company, Guarantor and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301.

ARTICLE THREE

THE SECURITIES

Section 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series.

With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to a Board Resolution and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto prior to the issuance of any Securities of a series,

(1) the title of such Securities and the series in which such Securities shall be included;

(2) any limit upon the aggregate principal amount of the Securities of such title or the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 304, 305, 306, 905 or 1107, upon repayment in part of any Registered Security of such series pursuant to Article Thirteen, upon surrender in part of any Registered Security for conversion or exchange into Common Stock or other securities pursuant to its terms, or pursuant to the terms of such Securities);

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(3) if such Securities are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer Securities and Registered Securities, and whether the Bearer Securities are to be issuable with Coupons, without Coupons or both, and any restrictions applicable to the offer, sale or delivery of the Bearer Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versa;

(4) if any of such Securities are to be issuable in global form, when any of such Securities are to be issuable in global form and (i) whether such Securities are to be issued in temporary or permanent global form or both, (ii) whether beneficial owners of interests in any such global Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 305, and (iii) the name of the Depository, as the case may be, with respect to any global Security;

(5) if any of such Securities are to be issuable as Bearer Securities or in global form, the date as of which any such Bearer Security or global Security shall be dated (if other than the date of original issuance of the first of such Securities to be issued);

(6) if any of such Securities are to be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in global form payable in respect of an Interest Payment Date therefor prior to the exchange, if any, of such temporary Bearer Security for definitive Securities shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date;

(7) the date or dates; or the method or methods, if any, by which such date or dates shall be determined, on which the principal of such Securities is payable;

(8) the rate or rates at which such Securities shall bear interest, if any, or the method or methods, if any, by which such rate or rates are to be determined, the date or dates, if any, from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determined, the Interest Payment Dates, if any, on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on Registered Securities on any Interest Payment Date, under what circumstances, if any, Additional Amounts on such Securities or any of them shall be payable, the notice, if any, to Holders regarding the determination of interest on a floating rate Security and the manner of giving such notice, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months;

(9) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal of, any premium and interest on or any Additional Amounts with respect to such Securities shall be payable, any of such Securities that are Registered Securities may be surrendered for registration of transfer or exchange, any of such Securities may be surrendered for conversion or exchange and notices or demands to or upon the Company in respect of such Securities and this Indenture may be served, the extent to which, or the manner in which, any interest payment or Additional Amounts on a global Security on an Interest Payment Date will be paid and the manner in which any principal of or premium, if any, on any global Security will be paid;

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(10) whether any of such Securities are to be redeemable at the option of the Company and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities may be redeemed, in whole or in part, at the option of the Company;

(11) if the Company is obligated to redeem or purchase any of such Securities pursuant to any sinking fund or analogous provision or at the option of any Holder thereof and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased;

(12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $2,000 and integral multiples of $1,000 in excess thereof, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000;

(13) if the Securities of the series will be convertible into shares of Common Stock and/or exchangeable for other securities, the terms and conditions upon which such Securities will be so convertible or exchangeable, and any deletions from or modifications or additions to this Indenture to permit or to facilitate the issuance of such convertible or exchangeable Securities or the administration thereof;

(14) if other than the principal amount thereof, the portion of the principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion is to be determined;

(15) if other than Dollars, the Foreign Currency in which payment of the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities shall be payable;

(16) if the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities are to be payable, at the election of the Company or a Holder thereof or otherwise, in Dollars or in a Foreign Currency other than that in which such Securities are stated to be payable, the date or dates on which, the period or periods within which, and the other terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are stated to be payable and the Currency in which such Securities or any of them are to be paid pursuant to such election, and any deletions from or modifications of or additions to the terms of this Indenture to provide for or to facilitate the issuance of Securities denominated or payable, at the election of the Company or a Holder thereof or otherwise, in a Foreign Currency;

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(17) whether the amount of payments of principal of, any premium or interest on or any Additional Amounts with respect to such Securities may be determined with reference to an index, formula or other method or methods (which index, formula or method or methods may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts shall be determined and paid or payable;

(18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to any of such Securities, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;

(19) if either or both of Section 402(2) relating to defeasance or Section 402(3) relating to covenant defeasance shall not be applicable to the Securities of such series, or any covenants in addition to those specified in Section 402(3) relating to the Securities of such series which shall be subject to covenant defeasance, and any deletions from, or modifications or additions to, the provisions of Article Four in respect of the Securities of such series;

(20) if any of such Securities are to be issuable upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated and delivered;

(21) if any of such Securities are to be issuable in global form and are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions;

(22) if there is more than one Trustee, the identity of the Trustee and, if not the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent with respect to such Securities;

(23) if such Securities are to be secured, the description of the collateral securing such Securities;

(24) if such Securities are to be guaranteed by Guarantor, the terms and conditions, if any, of such Guarantee; and

(25) any other terms of such Securities and any deletions from or modifications or additions to this Indenture in respect of such Securities.

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All Securities of any one series and all Coupons, if any, appertaining to Bearer Securities of such series shall be substantially identical except as to Currency of payments due thereunder, denomination and the rate of interest, or method of determining the rate of interest, if any, Maturity, and the date from which interest, if any, shall accrue and except as may otherwise be provided by the Company in or pursuant to the Board Resolution and set forth in the Officers’ Certificate or in any indenture or indentures supplemental hereto pertaining to such series of Securities. The terms of the Securities of any series may provide, without limitation, that the Securities shall be authenticated and delivered by the Trustee on original issue from time to time upon telephonic or written order of persons designated in the Officers’ Certificate or supplemental indenture (telephonic instructions to be promptly confirmed in writing by such person) and that such persons are authorized to determine, consistent with such Officers’ Certificate or any applicable supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Officers’ Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, unless otherwise so provided by the Company, a series may be reopened for issuances of additional Securities of such series or to establish additional terms of such series of Securities.

If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of such series.

Section 302. Currency; Denominations.

Unless otherwise provided in or pursuant to this Indenture, the principal of, any premium and interest on and any Additional Amounts with respect to the Securities shall be payable in Dollars. Unless otherwise provided in or pursuant to this Indenture, Registered Securities denominated in Dollars shall be issuable in registered form without Coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof, and Bearer Securities denominated in Dollars shall be issuable in the denomination of $5,000. Securities not denominated in Dollars shall be issuable in such denominations as are established with respect to such Securities in or pursuant to this Indenture.

Section 303. Execution, Authentication, Delivery and Dating.

Securities shall be executed on behalf of the Company by any Officer or by any other individual authorized to do so in or pursuant to the Board Resolution establishing such Securities. Coupons shall be executed on behalf of the Company by any Officer or by one of the Assistant Corporate Secretaries of the Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile.

Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper Officers shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities, together with any Coupons appertaining thereto, executed by the Company, to the Trustee for authentication and, provided that the Board Resolution and Officers’ Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 201 or 301 and a Company Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon,

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(1) an Opinion of Counsel to the effect that:

(a) the form or forms and terms of such Securities and Coupons, if any, have been established in conformity with the provisions of this Indenture; and

(b) all conditions precedent to the authentication and delivery of such Securities and Coupons, if any, appertaining thereto have been complied with and that such Securities and Coupons, when completed by appropriate insertions, executed by a duly authorized Officer, delivered by a duly authorized Officer to the Trustee for authentication pursuant to this Indenture, and authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and except further as enforcement thereof may be limited by (A) requirements that a claim with respect to any Securities denominated other than in United States dollars (or a Foreign Currency or Judgment Currency in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B) governmental authority to limit, delay or prohibit the making of payments in Foreign Currency or payments outside the United States; and

(2) an Officers’ Certificate stating that, to the best knowledge of the Persons executing such certificate, no event which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities shall have occurred and be continuing.

If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such opinion, with such modifications as counsel shall deem appropriate, shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate request by the Company that the Trustee authenticate Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with.

The Trustee shall not be required to authenticate or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken.

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Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 202 or 612 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized officers. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Except as permitted by Section 306 or 307, the Trustee shall not authenticate and deliver any Bearer Security unless all Coupons appertaining thereto then matured have been detached and cancelled.

Section 304. Temporary Securities.

Pending the preparation of definitive Securities, the Company may execute and deliver to the Trustee and, upon Company Order, the Trustee shall authenticate and deliver, in the manner provided in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized in or pursuant to this Indenture, in bearer form with one or more Coupons or without Coupons and with such appropriate insertions, omissions, substitutions and other variations as the Officer executing such Securities may determine, as conclusively evidenced by such Officer’s execution of such Securities. Such temporary Securities may be in global form.

Except in the case of temporary Securities in global form, which shall be exchanged in accordance with the provisions thereof, if temporary Securities are issued, the Company shall cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such temporary Securities shall be exchangeable for such definitive Securities upon surrender of such temporary Securities at an Office or Agency for such Securities, without charge to any Holder thereof. Upon surrender for cancellation of any one or more temporary Securities (accompanied by any unmatured Coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations of the same series and containing identical terms and provisions; provided, however, that no definitive Bearer Security, except as provided in or pursuant to this Indenture, shall be delivered in exchange for a temporary Registered Security; and provided, further, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in or pursuant to this Indenture. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary global Security, until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.

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Section 305. Registration, Transfer and Exchange.

With respect to the Registered Securities of each series, if any, the Company shall cause to be kept a register (each such register being herein sometimes referred to as the “Security Register”) at an Office or Agency for such series in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers of the Registered Securities of such series. Such Office or Agency shall be the “Security Registrar” for that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, the Trustee shall be the initial Security Registrar for each series of Securities. The Company shall have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided that no such removal or replacement shall be effective until a successor Security Registrar with respect to such series of Securities shall have been appointed by the Company and shall have accepted such appointment. In the event that the Trustee shall not be or shall cease to be Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. There shall be only one Security Register for each series of Securities.

Upon surrender for registration of transfer of any Registered Security of any series at any Office or Agency for such series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series denominated as authorized in or pursuant to this Indenture, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions.

At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any Office or Agency for such series. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive.

If provided in or pursuant to this Indenture, with respect to Securities of any series, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any Office or Agency for such series, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such Office or Agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall be returned to the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture.

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If provided in or pursuant to this Indenture with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series.

Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any global Security shall be exchangeable for definitive Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue as Depository and a successor depository is not appointed by the Company within 90 days of the date the Company is so informed in writing, (ii) the Company executes and delivers to the Trustee a Company Order to the effect that such global Security shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to the Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities in such form and denominations as are required by or pursuant to this Indenture, and of the same series, containing identical terms and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the Depository as shall be specified in the Company Order with respect thereto, and in accordance with instructions given to the Trustee and the Depository (which instructions shall be in writing but need not be contained in or accompanied by an Officers’ Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such global Security to be exchanged, which (unless such Securities are not issuable both as Bearer Securities and as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof, but subject to the satisfaction of any certification or other requirements to the issuance of Bearer Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date; and provided further that (unless otherwise provided in or pursuant to this Indenture) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository or such other Depository referred to above in accordance with the instructions of the Company referred to above. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date for such Security and before the opening of business at such Office or Agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but shall be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such global Security shall be payable in accordance with the provisions of this Indenture.

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All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange.

Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such Security duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange, or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 905 or 1107, upon repayment in part of any Registered Security pursuant to Article Thirteen, or upon surrender in part of any Registered Security for conversion or exchange into Common Stock or other securities pursuant to its terms, in each case not involving any transfer.

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Except as otherwise provided in or pursuant to this Indenture, the Company shall not be required (i) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of like tenor and the same series under Section 1103 and ending at the close of business on the day of such selection, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and the same series, provided that such Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

Section 306. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security or a Security with a mutilated Coupon appertaining to it is surrendered to the Trustee, subject to the provisions of this Section 306, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding, with Coupons appertaining thereto corresponding to the Coupons, if any, appertaining to the surrendered Security.

If there be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or Coupon, and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security or Coupon has been acquired by a bona fide purchaser, the Company shall execute and, upon the Company’s request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen Coupon appertains with all appurtenant Coupons not destroyed, lost or stolen, a new Security of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding, with Coupons corresponding to the Coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen Coupon appertains.

Notwithstanding the foregoing provisions of this Section 306, in case any mutilated, destroyed, lost or stolen Security or Coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security or Coupon; provided, however, that payment of principal of, any premium or interest on or any Additional Amounts with respect to any Bearer Securities shall, except as otherwise provided in Section 1002, be payable only at an Office or Agency for such Securities located outside the United States and, unless otherwise provided in or pursuant to this Indenture, any interest on Bearer Securities and any Additional Amounts with respect to such interest shall be payable only upon presentation and surrender of the Coupons appertaining thereto.

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Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security, with any Coupons appertaining thereto issued pursuant to this Section in lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed, lost or stolen Coupon appertains shall constitute a separate obligation of the Company, whether or not the destroyed, lost or stolen Security and Coupons appertaining thereto or the destroyed, lost or stolen Coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series and any Coupons, if any, duly issued hereunder.

The provisions of this Section, as amended or supplemented pursuant to this Indenture with respect to particular Securities or generally, shall be exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or Coupons.

Section 307. Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved.

Unless otherwise provided in pursuant to this Indenture, any interest on and any Additional Amounts with respect to any Registered Security which shall be payable, and are punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered as of the close of business on the Regular Record Date for such interest. Unless otherwise provided in or pursuant to this Indenture, in case a Bearer Security is surrendered in exchange for a Registered Security after the close of business at an Office or Agency for such Security on any Regular Record Date therefor and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date therefor, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date and interest shall not be payable on such Interest Payment Date in respect of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture.

Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional Amounts with respect to any Registered Security which shall be payable, but shall not be punctually paid or duly provided for, on any Interest Payment Date for such Registered Security (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder thereof on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:

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(1) The Company may elect to make payment of any Defaulted Interest to the Person in whose name such Registered Security (or a Predecessor Security thereof) shall be registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on such Registered Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit of the Person entitled to such Defaulted Interest as in this Clause provided. Thereupon, the Company shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment, which notice shall also specify to the Trustee such Special Record Date. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to the Holder of such Registered Security (or a Predecessor Security thereof) at his address as it appears in the Security Register not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company cause a similar notice to be published at least once in an Authorized Newspaper of general circulation in the Borough of Manhattan, The City of New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Person in whose name such Registered Security (or a Predecessor Security thereof) shall be registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). In case a Bearer Security is surrendered at the Office or Agency for such Security in exchange for a Registered Security after the close of business at such Office or Agency on any Special Record Date and before the opening of business at such Office or Agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Defaulted Interest and Defaulted Interest shall not be payable on such proposed date of payment in respect of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture.

(2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange or quotation system on which such Security may be listed or quoted, and upon such notice as may be required by such exchange or quotation system, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee.

Unless otherwise provided in or pursuant to this Indenture or the Securities of any particular series, at the option of the Company, interest on Registered Securities that bear interest may be paid by mailing a check to the address of the Person entitled thereto as such address shall appear in the Security Register or by transfer to an account maintained by the payee with a bank located in the United States.

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Subject to the foregoing provisions of this Section and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

Section 308. Persons Deemed Owners.

Prior to due presentment of a Registered Security for registration of transfer, the Company, Guarantor, the Trustee and any agent of the Company, Guarantor or the Trustee may treat the Person in whose name such Registered Security is registered in the Security Register as the owner of such Registered Security for the purpose of receiving payment of principal of, any premium and (subject to Sections 305 and 307) interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be overdue, and neither the Company, Guarantor, the Trustee or any agent of the Company, Guarantor or the Trustee shall be affected by notice to the contrary.

The Company, Guarantor, the Trustee and any agent of the Company, Guarantor or the Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon as the absolute owner of such Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not any payment with respect to such Security or Coupon shall be overdue, and neither the Company, Guarantor, the Trustee or any agent of the Company, Guarantor or the Trustee shall be affected by notice to the contrary.

No holder of any beneficial interest in any global Security held on its behalf by or on behalf of a Depository shall have any rights under this Indenture with respect to such global Security, and such Depository may be treated by the Company, Guarantor, the Trustee, and any agent of the Company, Guarantor or the Trustee as the owner of such global Security for all purposes whatsoever. None of the Company, Guarantor, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any acts or omissions of the Depository, for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, or for any other aspect of the relationship, including transfers of beneficial interests in a global Security, between the Depository and its participants or indirect participants, or the relationship between such participants or indirect participants of the Depository and any holder of any beneficial interests in any global Security held on its behalf by such participants or indirect participants.

Section 309. Cancellation.

All Securities and Coupons surrendered for payment, redemption, registration of transfer, exchange or conversion or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities and Coupons, as well as Securities and Coupons surrendered directly to the Trustee for any such purpose, shall be cancelled promptly by the Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be cancelled promptly by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by or pursuant to this Indenture. All cancelled Securities and Coupons held by the Trustee shall be voided and disposed of by the Trustee in accordance with its then customary procedures and, upon the Company’s request, certification of their voidance and disposal shall be delivered to the Company, unless by a Company Order the Company directs their return to it.

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Section 310. Computation of Interest.

Except as otherwise provided in or pursuant to this Indenture or in the Securities of any series, interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

Section 401. Satisfaction and Discharge.

Upon the direction of the Company by a Company Order, this Indenture and any applicable Guarantee shall cease to be of further effect with respect to any series of Securities specified in such Company Order and any Coupons appertaining thereto, and the Trustee, on receipt of a Company Order, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture and the Guarantee as to such series, when

(1) either

(a) all Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has been waived as provided in Section 305, (ii) Securities and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, (iii) Coupons appertaining to Securities of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 1106, and (iv) Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

(b) all Securities of such series and, in the case of (i) or (ii) below, any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity within one year, or

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(iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, including the principal of, any premium and interest on, and, to the extent that the Securities of such series provide for the payment of Additional Amounts thereon and the amount of any such Additional Amounts is at the time of deposit reasonably determinable by the Company (in the exercise by the Company of its sole and absolute discretion), any Additional Amounts with respect to, such Securities and any Coupons appertaining thereto, to the date of such deposit (in the case of Securities, which have become due and payable) or to the Maturity thereof, as the case may be;

(2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series and any Coupons appertaining thereto; and

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with.

In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture (including any applicable Guarantee) only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met.

Notwithstanding the satisfaction and discharge of this Indenture (including any applicable Guarantee) with respect to any series of Securities, the obligations of the Company to the Trustee under Section 607 and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of the Trustee under Sections 305, 306, 403 and the last paragraph of Section 1003 shall survive.

Section 402. Defeasance and Covenant Defeasance.

(1) Unless, pursuant to Section 301, either or both of (i) defeasance of the Securities of or within a series under clause (2) of this Section 402 or (ii) covenant defeasance of the Securities of or within a series under clause (3) of this Section 402 shall not be applicable with respect to the Securities of such series, then such provisions, together with the other provisions of this Section 402 (with such modifications thereto as may be specified pursuant to Section 301 with respect to any Securities), shall be applicable to such Securities and any Coupons appertaining thereto, and the Company may at its option by Board Resolution, at any time, with respect to such Securities and any Coupons appertaining thereto, elect to have Section 402(2) or Section 402(3) be applied to such Outstanding Securities and any Coupons appertaining thereto upon compliance with the conditions set forth below in this Section 402.

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(2) Upon the Company’s exercise of the above option applicable to this Section 402(2) with respect to any Securities of or within a series, the Company (and Guarantor, as the case may be) shall be deemed to have been discharged from their respective obligations with respect to such Outstanding Securities and any Coupons appertaining thereto on the date the conditions set forth in clause (4) of this Section 402 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any Coupons appertaining thereto, which shall thereafter be deemed to be “Outstanding” only for the purposes of clause (5) of this Section 402 and the other Sections of this Indenture referred to in clauses (i) and (ii) below, and to have satisfied all of its and Guarantor’s (if applicable) other obligations under such Securities and any Coupons appertaining thereto and this Indenture and any applicable Guarantee insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following obligations of the Company which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Outstanding Securities and any Coupons appertaining thereto to receive, solely from the trust fund described in clause (4) of this Section 402 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, if any, on, and Additional Amounts, if any, with respect to, such Securities and any Coupons appertaining thereto when such payments are due, and any rights of such Holder to convert or exchange such Securities into Common Stock or other securities, (ii) the obligations of the Company and the Trustee with respect to such Securities under Sections 305, 306, 1002 and 1003, with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 1004 (but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 401(4)(a) below), and with respect to any rights to convert or exchange such Securities into Common Stock or other securities, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Section 402. The Company may exercise its option under this Section 402(2) notwithstanding the prior exercise of its option under clause (3) of this Section 402 with respect to such Securities and any Coupons appertaining thereto. Following a defeasance, payment of the Securities of such series may not be accelerated because of an Event of Default.

(3) Upon the Company’s exercise of the above option applicable to this Section 402(3) with respect to any Securities of or within a series, the Company (and Guarantor, as the case may be) shall be released from their respective obligations, if any, under Sections 801, 1006 and any other covenants applicable to such Securities that are determined pursuant to Section 301 to be subject to this provision with respect to such Outstanding Securities and any Coupons appertaining thereto on and after the date the conditions set forth in clause (4) of this Section 402 are satisfied (hereinafter, “covenant defeasance”), and such Securities and any Coupons appertaining thereto shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with any such covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities and any Coupons appertaining thereto, the Company may omit to comply with, and shall have no liability in respect of, any term, condition or limitation set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall not constitute a default or an Event of Default under Section 501(4) or 501(7) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and Coupons appertaining thereto shall be unaffected thereby.

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(4) The following shall be the conditions to application of clause (2) or (3) of this Section 402 to any Outstanding Securities of or within a series and any Coupons appertaining thereto:

(a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 608 who shall agree to comply with the provisions of this Section 402 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any Coupons appertaining thereto, (1) money in an amount in Dollars or in such Foreign Currency in which such Securities and any Coupons appertaining thereto are then specified as payable at Stated Maturity, or (2) Government Obligations applicable to such Securities and Coupons appertaining thereto (determined on the basis of the Currency in which such Securities and Coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities and any Coupons appertaining thereto, money in an amount, or (3) a combination thereof in an amount, in each case, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (y) the principal of (and premium, if any) and interest, if any, on, and, to the extent that such Securities provide for the payment of Additional Amounts thereon and the amount of any such Additional Amounts is at the time of deposit reasonably determinable by the Company (in the exercise by the Company of its sole and absolute discretion), any Additional Amounts with respect to, such Outstanding Securities and any Coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (z) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any Coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any Coupons appertaining thereto.

(b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound.

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(c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any Coupons appertaining thereto shall have occurred and be continuing (A) on the date of such deposit or (B) in so far as subsections 501(5) and (6) are concerned, at any time during the period ending on the 123rd day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).

(d) Such defeasance or covenant defeasance shall not (A) cause the Trustee for the Securities of such series to have a conflicting interest for purposes of the Trust Indenture Act with respect to any securities of the Company or (B) result in the trust arising from such deposit to constitute, unless it is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended.

(e) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Outstanding Securities and any Coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance or covenant defeasance, as the case may be, and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance, as the case may be, had not occurred; provided that in the case of defeasance, the Opinion of Counsel to be delivered to the Trustee must state with respect to its opinion as described above that such opinion was based on either (A) the Company having received from, or there having been published by, the Internal Revenue Service a ruling, or (B) there having been a change in the applicable Federal income tax laws, since the date of this Indenture.

(f) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance or covenant defeasance under clause (2) or (3) of this Section 402 (as the case may be) have been complied with.

(g) Notwithstanding any other provisions of this Section 402(4), such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301.

(5) Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 402(5) and Section 403, the “Trustee”) pursuant to clause (4) of Section 402 in respect of any Outstanding Securities of any series and any Coupons appertaining thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any Coupons appertaining thereto and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities and any Coupons appertaining thereto of all sums due and to become due thereon in respect of principal (and premium, if any) and interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law.

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Unless otherwise specified in or pursuant to this Indenture or any Securities, if, after a deposit referred to in Section 402(4)(a) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 301 or the terms of such Security to receive payment in a Currency other than that in which the deposit pursuant to Section 402(4)(a) has been made in respect of such Security, or (b) a Conversion Event occurs in respect of the Foreign Currency in which the deposit pursuant to Section 402(4)(a) has been made, the indebtedness represented by such Security and any Coupons appertaining thereto shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any), and interest, if any, on, and Additional Amounts, if any, with respect to, such Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on (x) in the case of payments made pursuant to clause (a) above, the applicable market exchange rate for such Currency in effect on the second Business Day prior to each payment date, or (y) with respect to a Conversion Event, the applicable market exchange rate for such Foreign Currency in effect (as nearly as feasible) at the time of the Conversion Event.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge, imposed on or assessed against the Government Obligations deposited pursuant to this Section 402 or the principal or interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Outstanding Securities and any Coupons appertaining thereto.

Anything in this Section 402 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in clause (4) of this Section 402 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance, as applicable, in accordance with this Section 402.

Section 403. Application of Trust Money.

Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations deposited with the Trustee pursuant to Section 401 or 402 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the Coupons and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, interest and Additional Amounts for whose payment such money has or Government Obligations have been deposited with or received by the Trustee; but such money and Government Obligations need not be segregated from other funds except to the extent required by law.

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ARTICLE FIVE

REMEDIES

Section 501. Events of Default.

“Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) unless such event is specifically deleted or modified in or pursuant to the supplemental indenture, Board Resolution or Officers’ Certificate establishing the terms of such Series pursuant to this Indenture:

(1) default in the payment of any interest on, or any Additional Amounts payable in respect of any interest on, any Security of such series when such interest or such Additional Amounts, as the case may be, become due and payable, and continuance of such default for a period of 30 days; or

(2) default in the payment of the principal of or premium, if any, on, or any Additional Amounts payable in respect of the principal of or premium, if any, on, any Security of such series when due upon Maturity (whether upon redemption or otherwise); or

(3) default in the payment of any sinking fund payment, or analogous provision, when and as due by the terms of a Security of such series; or

(4) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture or any Security of such series (other than a covenant or warranty for which the consequences of breach or nonperformance are addressed elsewhere in this Section 501 or in the Securities or in a covenant or warranty which has expressly been included in this Indenture or a Security of that series, whether or not by means of a supplemental indenture, solely for the benefit of Securities of a series other than such series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(5) the Company or Guarantor (if the Securities of such series are subject to a Guarantee) pursuant to or under or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case or proceeding;

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

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

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

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

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

(a) is for relief against the Company or Guarantor (if the Securities of such series are subject to a Guarantee) in an involuntary case or proceeding, or adjudicates the Company or Guarantor insolvent or bankrupt;

(b) appoints a Custodian of the Company or Guarantor (if the Securities of such series are subject to a Guarantee), or for any substantial part of its property; or

(c) orders the winding up or liquidation of the Company or Guarantor (if the Securities of such series are subject to a Guarantee);

and the order or decree remains unstayed and in effect for 90 days; or

(7) any other Event of Default provided in or pursuant to this Indenture with respect to Securities of such series.

“Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of debtors.

Section 502. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of such series may declare the principal of all the Securities of such series, or such lesser amount as may be provided for in the Securities of such series, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or such lesser amount shall become immediately due and payable.

At any time after Securities of any series have been accelerated and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority in principal amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

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(1) the Company has paid or deposited or caused to be paid or deposited with the Trustee a sum of money sufficient to pay

(a) all overdue installments of any interest on any Securities of such series and any Coupons appertaining thereto and any Additional Amounts with respect thereto,

(b) the principal of and any premium on any Securities of such series which have become due otherwise than by such declaration of acceleration and any Additional Amounts with respect thereto and, to the extent the payment of such interest is lawful, interest thereon at the rate or rates borne by or provided for in such Securities,

(c) to the extent that payment of such interest is lawful, interest upon overdue installments of any interest and any Additional Amounts with respect thereto at the rate or rates borne by or provided for in such Securities, and

(d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 607; and

(2) all Events of Default with respect to Securities of such series, other than the non-payment of the principal of, any premium and interest on, and any Additional Amounts with respect to Securities of such series which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if

(1) default is made in the payment of any installment of interest on or any Additional Amounts with respect to any Security or any Coupon appertaining thereto when such interest or Additional Amounts shall have become due and payable and such default continues for a period of 30 days, or

(2) default is made in the payment of the principal of or any premium on any Security at its Maturity, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities and any Coupons appertaining thereto,

the whole amount of money then due and payable with respect to such Securities and any Coupons appertaining thereto, with interest upon the overdue principal, any premium and, to the extent that payment of such interest shall be legally enforceable, upon any overdue installments of interest and Additional Amounts at the rate or rates borne by or provided for in such Securities, and, in addition thereto, such further amount of money as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due to the Trustee under Section 607.

If the Company fails to pay the money it is required to pay the Trustee pursuant to the preceding paragraph forthwith upon the demand of the Trustee, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the money so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company and collect the monies adjudged or decreed to be payable in the manner provided by law out of the property of the Company, wherever situated.

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If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series and any Coupons appertaining thereto by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or such Securities or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy.

Section 504. Trustee may file proofs of claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or the property of the Company or its creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any overdue principal, premium, interest or Additional Amounts) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(1) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such series, of the principal and any premium, interest and Additional Amounts owing and unpaid in respect of the Securities and any Coupons appertaining thereto and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents or counsel) and of the Holders of Securities or any Coupons allowed in such judicial proceeding, and

(2) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of Securities or any Coupons to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders of Securities or any Coupons, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 607.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security or any Coupon any plan of reorganization, arrangement, adjustment or composition affecting the Securities or Coupons or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Security or any Coupon in any such proceeding.

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Section 505. Trustee may Enforce Claims Without Possession of Securities or Coupons.

All rights of action and claims under this Indenture or any of the Securities or Coupons may be prosecuted and enforced by the Trustee without the possession of any of the Securities or Coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery or judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of each and every Holder of a Security or Coupon in respect of which such judgment has been recovered.

Section 506. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, or any premium, interest or Additional Amounts, upon presentation of the Securities or Coupons, or both, as the case may be, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee under Section 607;

SECOND: To the payment of the amounts then due and unpaid upon the Securities and any Coupons for principal and any premium, interest and Additional Amounts in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the aggregate amounts due and payable on such Securities and Coupons for principal and any premium, interest and Additional Amounts, respectively;

THIRD: The balance, if any, to the Person or Persons entitled thereto.

Section 507. Limitations on Suits.

No Holder of any Security of any series or any Coupons appertaining thereto shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of such series;

(2) the Holders of not less than 25% in principal amount of the Outstanding Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee indemnity or security reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

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(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of such series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or any Security to affect, disturb or prejudice the rights of any other such Holders or Holders of Securities of any other series, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Section 508. Unconditional Right of Holders to Receive Principal and Any Premium, Interest and Additional Amounts.

Notwithstanding any other provision in this Indenture, the Holder of any Security or Coupon shall have the right, which is absolute and unconditional, to receive payment of the principal of, any premium and (subject to Sections 305 and 307) interest on, and any Additional Amounts with respect to such Security or such Coupon, as the case may be, on the respective Stated Maturity or Maturities therefor specified in such Security or Coupon (or, in the case of redemption, on the Redemption Date or, in the case of repayment at the option of such Holder if provided in or pursuant to this Indenture, on the date such repayment is due) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

Section 509. Restoration of Rights and Remedies.

If the Trustee or any Holder of a Security or a Coupon has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the Company, Guarantor, the Trustee and each such Holder shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and each such Holder shall continue as though no such proceeding had been instituted.

Section 510. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or Coupons in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to each and every Holder of a Security or a Coupon is intended to be exclusive of any other right or remedy, and every right and remedy, to the extent permitted by law, shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted by law, prevent the concurrent assertion or employment of any other appropriate right or remedy.

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Section 511. Delay or Omission not Waiver.

No delay or omission of the Trustee or of any Holder of any Security or Coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to any Holder of a Security or a Coupon may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by such Holder, as the case may be.

Section 512. Control by Holders of Securities.

The Holders of a majority in Principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series and any Coupons appertaining thereto, provided that

(1) such direction shall not be in conflict with any rule of law or with this Indenture or with the Securities of any series and shall not subject the Trustee to any personal liability,

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

(3) such direction is not unduly prejudicial to the rights of the other Holders of Securities of such series not joining in such action.

Section 513. Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series on behalf of the Holders of all the Securities of such series and any Coupons appertaining thereto may waive any past default hereunder with respect to such series and its consequences, except a default

(1) in the payment of the principal of, any premium or interest on, or any Additional Amounts with respect to, any Security of such series or any Coupons appertaining thereto, or

(2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

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Section 514. Waiver of Stay or Extension Laws.

The Company covenants that (to the extent that it may lawfully do so) it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company expressly waives (to the extent that it may lawfully do so) all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 515. Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed; that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of any undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, that the provisions of this Section 515 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on or Additional Amounts, if any, with respect to any Security, on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date, and, in the case of repayment, on or after the date for repayment) or for the enforcement of the right, if any, to convert or exchange any Security into Common Stock or other securities in accordance with its terms.

ARTICLE SIX

THE TRUSTEE

Section 601. Certain Duties and Responsibilities.

(a) With respect to the Securities of any series, except during the continuance of an Event of Default with respect to the Securities of such series,

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.

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(b) In case an Event of Default with respect to the Securities of any series has occurred and is continuing, the Trustee shall, with respect to the Securities of such series, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

(1) this Subsection shall not be construed to limit the effect of Subsection (a) or (d) of this Section;

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and

(d) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Section 602 . Certain Rights of Trustee.

Subject to Section 601:

(1) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;

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(2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or a Company Order (in each case, other than delivery of any Security, together with any Coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 303 which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence shall be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate;

(4) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this Indenture at the request or direction of any of the Holders of Securities of any series or any Coupons appertaining thereto pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine, during business hours and upon reasonable notice, the books, records and premises of the Company, personally or by agent or attorney; and

(7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(8) the rights, privileges, protections, immunities and benefits given to the Trustee under this Indenture, including, without limitation, its right to be indemnified, are hereby extended and made applicable to, and shall be enforceable by the Trustee in each of its capacities under this Indenture;

(9) the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate; and

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(10) the Trustee shall not be charged with knowledge of any default (as defined in Section 603) or Event of Default with respect to the Securities of any series for which it is acting as Trustee unless either (1) a Responsible Officer of the Trustee shall have actual knowledge that such default or Event of Default, as the case may be, exists and constitutes a default or Event of Default, as the case may be, under this Indenture, or (2) written notice of such default or Event of Default shall have been given in the manner provided in Section 105 hereof to the Trustee by the Company or Guarantor (if the applicable Securities are subject to a Guarantee) on such Securities or by the requisite percentage of Holders of such Securities and such notice references the applicable Securities and this Indenture.

Section 603. Notice of Defaults.

Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series entitled to receive reports pursuant to Section 703(3), notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any), or interest, if any, on, or Additional Amounts or any sinking fund or purchase fund installment with respect to, any Security of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the best interest of the Holders of Securities and Coupons of such series; and provided, further, that in the case of any default of the character specified in Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

Section 604. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and, in the Securities, except the Trustee’s certificate of authentication, and in any Coupons shall be taken as the statements of the Company and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or any Guarantee or of the Securities or the Coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility and Qualification on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof.

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Section 605. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other Person that may be an agent of the Trustee, Guarantor or the Company, in its individual or any other capacity, may become the owner or pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company or Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other Person.

Section 606. Money Held in Trust.

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

Section 607. Compensation and Reimbursement.

The Company agrees:

(1) to pay to the Trustee from time to time reasonable compensation for all services rendered by the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to the Trustee’s negligence or bad faith; and

(3) to indemnify the Trustee and its counsel and agents for, and to hold them harmless against, any loss, damages, claims, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of their powers or duties hereunder or in connection with enforcing the provisions of this Section.

Under no circumstances shall the Trustee be held liable for consequential or punitive damages of any kind.

As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of, and premium or interest on or any Additional Amounts with respect to Securities or any Coupons appertaining thereto.

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In addition and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency or other similar law.

The Company’s obligations under this Section 607 and the lien referred to in this Section 607 shall survive the resignation or removal of the Trustee, the discharge of the Company’s obligations under Article Four of this Indenture and/or the termination of this Indenture. “Trustee” for purposes of this Section 607 shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other Trustee under this Section 607.

Section 608. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder that is a Corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, eligible under Section 310(a)(1) of the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000 subject to supervision or examination by Federal or state authority. If at any time the Trustee shall cease to be eligible in, accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 609. Resignation and Removal; Appointment of Successor.

(1) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee pursuant to Section 610.

(2) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee or the removed Trustee, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series.

(3) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and the Company.

(4) If at any time:

(a) the Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act with respect to Securities of any series after written request therefor by the Company or any Holder of a Security of such series who has been a bona fide Holder of a Security of such series for at least six months, or

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(b) the Trustee shall cease to be eligible under Section 608 and shall fail to resign after written request therefor by the Company or any such Holder, or

(c) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by or pursuant to a Board Resolution, may remove the Trustee with respect to all Securities or the Securities of such series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees.

(5) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 610. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 610, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders of Securities and accepted appointment in the manner required by Section 610, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(6) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Registered Securities, if any, of such series as their names and addresses appear in the Security Register and, if Securities of such series are issued as Bearer Securities, by publishing notice of such event once in an Authorized Newspaper in each Place of Payment located outside the United States. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

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Section 610. Acceptance of Appointment by Successor.

(1) Upon the appointment hereunder of any successor Trustee with respect to all Securities, such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company or such successor Trustee, such retiring Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section 1003, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 607.

(2) Upon the appointment hereunder of any successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and such successor Trustee shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, such successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (b) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts arid duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (c) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any notice given to, or received by, or any act or failure to act on the part of any other Trustee hereunder, and, upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture with respect to the Securities of that or those series to which the appointment of such successor Trustee relates other than as hereinafter expressly set forth, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Securities of that or those series to which the appointment of such successor relates and subject to Section 1003 shall duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, subject to its claim, if any, provided for in Section 607.

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(3) Upon request of any Person appointed hereunder as a successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (1) or (2) of this Section, as the case may be.

(4) No Person shall accept its appointment hereunder as a successor Trustee unless at the time of such acceptance such successor Person shall be qualified and eligible under this Article.

Section 611. Merger, Conversion, Consolidation or Succession to Business.

Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Person shall otherwise be eligible under Section 608, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated but not delivered by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

Section 612. Appointment of Authenticating Agent.

The Trustee may appoint one or more Authenticating Agents acceptable to the Company with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption or partial repayment, or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent.

Each Authenticating Agent shall be acceptable to the Company and, except as provided in or pursuant to this Indenture, shall at all times be a Corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act (including pursuant to Section 310(a)(1) thereof), is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section.

Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

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An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall (i) mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall serve, as their names and addresses appear in the Security Register, and (ii) if Securities of the series are issued as Bearer Securities, publish notice of such appointment at least once in an Authorized Newspaper in the place where such successor Authenticating Agent has its principal office if such office is located outside the United States. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Company agrees to pay each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607.

The provisions of Sections 308, 604 and 605 shall be applicable to each Authenticating Agent.

If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form:

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

	The Bank of New York Trust Company, N.A.,
	as Trustee

By:
	As Authenticating Agent

By:
	Authorized Officer

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If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officers’ Certificate by the Company), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities.

ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701. Company to Furnish Trustee Names and Addresses of Holders.

In accordance with Section 312(a) of the Trust Indenture Act, the Company shall furnish or cause to be furnished to the Trustee

(1) semi-annually with respect to Securities of each series not later than 15 days after each Regular Record Date for the payment of interest on such Securities or upon such other dates as are set forth in or pursuant to the Board Resolution or indenture supplemental hereto authorizing such series, a list, in each case in such form as the Trustee may reasonably require, of the names and addresses of Holders as of such applicable date, and

(2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished,

provided, however, that so long as the Trustee is the Security Registrar no such list shall be required to be furnished.

Section 702. Preservation of Information; Communications to Holders.

The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act.

Every Holder of Securities or Coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company, Guarantor, the Trustee, any Paying Agent or any Security Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 312(c) of the Trust Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act.

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Section 703. Reports by Trustee.

(1) Within 60 days after July 15 of each year commencing with the first July 15 following the first issuance of Securities pursuant to Section 301, if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as of such July 15 with respect to any of the events specified in said Section 313(a) which may have occurred since the later of the immediately preceding July 15 and the date of this Indenture.

(2) The Trustee shall transmit the reports required by Section 313(b) of the Trust Indenture Act at the times specified therein.

(3) Reports pursuant to this Section shall be transmitted in the manner and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture Act.

Section 704. Reports by Company.

The Company shall:

(1) (i) deliver to the Trustee, within 30 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended; or, (ii) if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall deliver to the Trustee audited annual and unaudited quarterly financial statements prepared in accordance with generally accepted accounting principles in the United States and, with respect to the unaudited quarterly financial statements, certified by an accounting officer of the Company, provided that the Company shall not be required to comply with the foregoing provisions of this clause (ii) with respect to any particular series of Securities issued hereunder so long as a Guarantee with respect to such series of Securities is in effect and the Guarantor files with the Commission its consolidated financial statements in compliance with Rule 3-10 (or any successor rule thereto) of Regulation S-X under the Securities Act;

(2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(3) transmit to all Holders of Securities within 30 days after the delivery thereof to the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be delivered by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission; provided, that the Company shall not be so obligated to the extent any such information, documents or reports have been filed with the Commission or are otherwise publicly available.

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Delivery of such documents, reports and information pursuant to this Section 704 is for information purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

The Company shall reasonably promptly notify the Trustee when any Securities become listed on any national securities exchange and of any delisting therefrom.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801. Company May Consolidate, etc., Only on Certain Terms.

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

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

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

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

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Section 802. Successor Person Substituted for Company.

Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and in the event of any such conveyance, transfer or lease, the Company (which term shall for this purpose mean the Person named as the “Company” in the first paragraph of this Indenture or any other successor Person which shall become such in the manner described in Section 801) shall be discharged from all obligations and covenants under this Indenture, the Securities and the Coupons and may be dissolved and liquidated. The successor Person may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the Company Order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee, pursuant to the terms hereof, shall authenticate and shall deliver any Securities together with any Coupons appertaining thereto which previously shall have been signed and delivered by the Officers to the Trustee for authentication, and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued together with any Coupons appertaining thereto shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof. In case of any such consolidation, merger, conveyance, transfer or lease, such changes in phrasing and form (but not in substance) may be made in the Securities and the Coupons thereafter to be issued as may be appropriate.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

Section 901. Supplemental Indentures without Consent of Holders.

Without the consent of any Holders of Securities or Coupons, the Company (when authorized by or pursuant to a Board Resolution), Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Company or Guarantor, and the assumption by any such successor of the covenants of the Company or Guarantor, as applicable, contained herein and in the Securities; or

(2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (as shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company; or

(3) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of, any premium or interest on or any Additional Amounts with respect to Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form, provided any such action shall not adversely affect the interests of the Holders of Securities of any series or any Coupons appertaining thereto in any material respect; or

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(4) to establish the form or terms of Securities of any series and any Coupons appertaining thereto as permitted by Sections 201 and 301; or

(5) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 610; or

(6) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not adversely affect the interests of the Holders of Securities of any series then Outstanding or any Coupons appertaining thereto in any material respect; or

(7) to add to, delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; or

(8) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental indenture); or

(9) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Article Four, provided that any such action shall not adversely affect the interests of any Holder of a Security of such series and any Coupons appertaining thereto or any other Security or Coupon in any material respect; or

(10) to secure the Securities; or

(11) to issue a Guarantee with respect to the Securities of any series; or

(12) to make provisions with respect to conversion or exchange rights of Holders of Securities of any series; or

(13) to amend or supplement any provision contained herein or in any supplemental indenture (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture or indentures), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision.

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Section 902. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series affected by such supplemental indenture (voting as one class), by Act of said Holders delivered to the Company and the Trustee, the Company (when authorized by or pursuant to a Board Resolution, which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order), Guarantor and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of the Securities of such series or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture, without the consent of the Holder of each Outstanding Security affected thereby, shall

(1) change the Stated Maturity of the principal of, or any premium or installment of interest on or any Additional Amounts with respect to, any Security, or reduce the principal amount thereof or the rate (or modify the calculation of such rate) of interest thereon or any Additional Amounts with respect thereto, or any premium payable upon the redemption thereof or otherwise, or change the obligation of the Company to pay Additional Amounts pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, adversely affect the right of repayment at the option of any Holder as contemplated by Article Thirteen, or change the Place of Payment, Currency in which the principal of, any premium or interest on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the ease of redemption, on or after the Redemption Date or, in the case of repayment at the option of the Holder, on or after the date for repayment), or

(2) reduce the percentage in principal amount of the Outstanding Securities of any one or more series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 1504 for quorum or voting, or

(3) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 1002, or

(4) release Guarantor from any Guarantee, except as may be provided in the supplemental indenture establishing the terms of a series of Securities subject to such Guarantee, or

(5) modify any of the provisions of this Section or Section 513 or 1007, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, or

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(6) make any change that adversely affects the right to convert or exchange any Security for Common Stock or other securities in accordance with its terms.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which shall have been included expressly and solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders of Securities to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Section 903. Execution of Supplemental Indentures.

As a condition to executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trust created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that it constitutes the legal, valid and binding obligation of the Company subject to customary exceptions. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 904. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of a Security theretofore or thereafter authenticated and delivered hereunder and of any Coupon appertaining thereto shall be bound thereby.

Section 905. Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

Section 906. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

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ARTICLE TEN

COVENANTS

Section 1001. Payment of Principal, Any Premium, Interest and Additional Amounts.

The Company covenants and agrees for the benefit of the Holders of the Securities of each series that it will duly and punctually pay the principal of, any premium and interest on and any Additional Amounts with respect to the Securities of such series in accordance with the terms thereof, any Coupons appertaining thereto and this Indenture. Any interest due on any Bearer Security on or before the Maturity thereof, and any Additional Amounts payable with respect to such interest, shall be payable only upon presentation and surrender of the Coupons appertaining thereto for such interest as they severally mature.

Section 1002. Maintenance of Office or Agency.

The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on The International Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions.

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The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an Office or Agency in each Place of Payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other Office or Agency. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as the Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoints the Corporate Trust Office of the Trustee as the Company’s Office or Agency in the Borough of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York for the Securities of any series.

Section 1003. Money for Securities Payments to be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it shall, on or before each due date of the principal of, any premium or interest on or Additional Amounts with respect to any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the Currency or Currencies in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series) sufficient to pay the principal or any premium, interest or Additional Amounts so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Securities, it shall, on or prior to each due date of the principal of, any premium or interest on or any Additional Amounts with respect to any Securities of such series, deposit with any Paying Agent a sum (in the Currency or Currencies described in the preceding paragraph) sufficient to pay the principal or any premium, interest or Additional Amounts so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

The Company shall cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall:

(1) hold all sums held by it for the payment of the principal of, any premium or interest on or any Additional Amounts with respect to Securities of such series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as provided in or pursuant to this Indenture;

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(2) give the Trustee notice of any default by the Company in the making of any payment of principal, any premium or interest on or any Additional Amounts with respect to the Securities of such series; and

(3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.

Except as otherwise provided herein or pursuant hereto, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, any premium or interest on or any Additional Amounts with respect to any Security of any series or any Coupon appertaining thereto and remaining unclaimed for two years after such principal or any such premium or interest or any such Additional Amounts shall have become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security or any Coupon appertaining thereto shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in each Place of Payment for such series or to be mailed to Holders of Registered Securities of such series, or both, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing nor shall it be later than two years after such principal and any premium or interest or Additional Amounts shall have become due and payable, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 1004. Additional Amounts.

If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Security or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

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Except as otherwise provided in or pursuant to this Indenture or the Securities of any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section.

Section 1005. Company Statement as to Compliance.

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer’s Certificate, stating as to each signer, that

(1) a review of the activities of the Company during such year and of performance under this Indenture has been made under his or her supervision; and

(2) to the best of his or her knowledge, based on such review, (a) the Company has fulfilled all its obligations under this Indenture throughout such year, or, if there has been a material default in the fulfillment of any such obligation, specifying each such default known to him or her and the nature and status thereof, and (b) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default under Section 501, or, if such an event has occurred and is continuing, specifying each such event known to him or her and the nature and status thereof.

Section 1006. Limitation on Liens on Stock of the Principal Subsidiaries.

Neither the Company nor Guarantor will, nor will the Company or Guarantor permit any of its Subsidiaries to, create, assume, incur or suffer to exist any Lien upon any stock or indebtedness, whether owned on the date of this Indenture or hereafter acquired, of any Principal Subsidiary, to secure any Obligation (other than the Securities) of the Company or Guarantor, any of their respective Subsidiaries or any other Person, without in any such case making effective provision whereby all of the Outstanding Securities shall be directly secured equally and ratably with such Obligation for so long as such Obligation (other than the Securities) shall be so secured.

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Section 1007. Waiver of Certain Covenants.

The Company or Guarantor may omit in any particular instance to comply with any term, provision or condition set forth in Sections 1006 and 1008 with respect to the Securities of any series if before the time for such compliance the Holders of not less than a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived and, until such waiver shall become effective, the obligations of the Company and Guarantor and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

Section 1008. Existence; Conduct of Business.

The Company will do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal corporate 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, conveyance, transfer or lease not prohibited under Article Eight.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

Section 1101. Applicability of Article.

Redemption of Securities of any series at the option of the Company as permitted or required by the terms of such Securities shall be made in accordance with the terms of such Securities and (except as otherwise provided herein or pursuant hereto) this Article.

Section 1102. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of less than all of the Securities of any series, the Company shall, not less than 20 nor more than 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed and, in the event that the Company shall determine that the Securities of any series to be redeemed shall be selected from Securities of such series having the same issue date, interest rate or interest rate formula, Stated Maturity and other terms (the “Equivalent Terms”), the Company shall notify the Trustee of such Equivalent Terms.

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Section 1103. Selection by Trustee of Securities to be Redeemed.

If less than all of the Securities of any series are to be redeemed or if less than all of the Securities of any series with Equivalent Terms are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series or from the Outstanding Securities of such series with Equivalent Terms, as the case may be, not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal amount of Registered Securities of such series; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Registered Security of such series not redeemed to less than the minimum denomination for a Security of such series established herein or pursuant hereto.

The Trustee shall promptly notify the Company and the Security Registrar (if other than itself) in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal of such Securities which has been or is to be redeemed.

Unless otherwise specified in or pursuant to this Indenture or the Securities of any series, if any Security selected for partial redemption is converted or exchanged for Common Stock or other securities in part before termination of the conversion or exchange right with respect to the portion of the Security so selected, the converted or exchanged portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted or exchanged during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection.

Section 1104. Notice of Redemption.

Notice of redemption shall be given in the manner provided in Section 106, not less than 20 nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in the Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give notice by mailing in the manner herein provided to the Holder of any Registered Securities designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Securities or portion thereof.

Any notice that is mailed to the Holder of any Registered Securities in the manner herein provided shall be conclusively presumed to have been duly given, whether or not such Holder receives the notice.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

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(3) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amount) of the particular Security or Securities to be redeemed,

(4) in case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the Holder of such Security will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed,

(5) that, on the Redemption Date, the Redemption Price shall become due and payable upon each such Security or portion thereof to be redeemed, and, if applicable, that interest thereon shall cease to accrue on and after said date,

(6) the place or places where such Securities, together (in the case of Bearer Securities) with all Coupons appertaining thereto, if any, maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price and any accrued interest and Additional Amounts pertaining thereto,

(7) that the redemption is for a sinking fund, if such is the case,

(8) that, unless otherwise specified in such notice, Bearer Securities of any series, if any, surrendered for redemption must be accompanied by all Coupons maturing subsequent to the date fixed for redemption or the amount of any such missing Coupon or Coupons will be deducted from the Redemption Price, unless security or indemnity satisfactory to the Company, the Trustee and any Paying Agent is furnished,

(9) if Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed, and if such Bearer Securities may be exchanged for Registered Securities not subject to redemption on the Redemption Date pursuant to Section 305 or otherwise, the last date, as determined by the Company, on which such exchanges may be made,

(10) in the case of Securities of any series that are convertible or exchangeable into Common Stock or other securities, the conversion or exchange price or rate, the date or dates on which the right to convert or exchange the principal of the Securities of such series to be redeemed will commence or terminate and the place or places where such Securities may be surrendered for conversion or exchange, and

(11) the CUSIP number or Euroclear or Clearstream reference numbers of such Securities, if any (or any other numbers used by a Depository to identify such Securities).

A notice of redemption published as contemplated by Section 106 need not identify particular Registered Securities to be redeemed.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

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Section 1105. Deposit of Redemption Price.

On or prior to any Redemption Date, the Company shall deposit, with respect to the Securities of any series called for redemption pursuant to Section 1104, with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the applicable Currency sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date, unless otherwise specified pursuant to Section 301 for or in the Securities of such series) any accrued interest on and Additional Amounts with respect thereto, all such Securities or portions thereof which are to be redeemed on that date.

Section 1106. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest and the Coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all Coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with any accrued interest and Additional Amounts to the Redemption Date; provided, however, that, except as otherwise provided in or pursuant to this Indenture or the Bearer Securities of such series, installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only upon presentation and surrender of Coupons for such interest (at an Office or Agency located outside the United States except as otherwise provided in Section 1002), and provided, further, that, except as otherwise specified in or pursuant to this Indenture or the Registered Securities of such series, installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the Regular Record Dates therefor according to their terms and the provisions of Section 307.

If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant Coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing Coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that any interest or Additional Amounts represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such Security located outside of the United States except as otherwise provided in Section 1002.

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If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium, until paid, shall bear interest from the Redemption Date at the rate prescribed therefor in the Security.

Section 1107. Securities Redeemed in Part.

Any Registered Security which is to be redeemed only in part shall be surrendered at any Office or Agency for such Security (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Registered Security or Securities of the same series, containing identical terms and provisions, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Security in global form is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the Depository for such Security in global form as shall be specified in the Company Order with respect thereto to the Trustee, without service charge, a new Security in global form in a denomination equal to and in exchange for the unredeemed portion of the principal of the Security in global form so surrendered

ARTICLE TWELVE

SINKING FUNDS

Section 1201. Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise permitted or required in or pursuant to this Indenture or any Security of such series issued pursuant to this Indenture.

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of such series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series and this Indenture.

Section 1202. Satisfaction of Sinking Fund Payments with Securities.

The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any series to be made pursuant to the terms of such Securities (1) deliver Outstanding Securities of such series (other than any of such Securities previously called for redemption or any of such Securities in respect of which cash shall have been released to the Company (as described below)), together in the case of any Bearer Securities of such series with all unmatured Coupons appertaining thereto, and (2) apply as a credit Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of such series of Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities of any series in lieu of cash payments pursuant to this Section 1202, the principal amount of Securities of such series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such series for redemption, except upon Company Request, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall at the request of the Company from time to time pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that series purchased by the Company having an unpaid principal amount equal to the cash payment requested to be released to the Company.

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Section 1203. Redemption of Securities for Sinking Fund.

Not less than 75 days prior to each sinking fund payment date for any series of Securities, the Company shall deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that series pursuant to Section 1202, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so credited and not theretofore delivered. If such Officers’ Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 45 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.

ARTICLE THIRTEEN

REPAYMENT AT THE OPTION OF HOLDERS

Section 1301. Applicability of Article.

Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance with the terms of the Securities of such series. The repayment of any principal amount of Securities pursuant to such option of the Holder to require repayment of Securities before their Stated Maturity, for purposes of Section 309, shall not operate as a payment, redemption or satisfaction of the indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or surrender the same to the Trustee with a directive that such Securities be cancelled. Notwithstanding anything to the contrary contained in this Section 1301, in connection with any repayment of Securities, the Company may arrange for the purchase of any Securities by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to the Holders of such Securities on or before the close of business on the repayment date an amount not less than the repayment price payable by the Company on repayment of such Securities, and the obligation of the Company to pay the repayment price of such Securities shall be satisfied and discharged to the extent such payment is so paid by such purchasers.

ARTICLE FOURTEEN

SECURITIES IN FOREIGN CURRENCIES

Section 1401. Applicability of Article.

Whenever this Indenture provides for any distribution to Holders of Securities of any series in which not all of such Securities are denominated in the same Currency, in the absence of any provision to the contrary in or pursuant to this Indenture or the Securities of such series, any amount in respect of any Security denominated in a Currency other than Dollars shall be treated for any such distribution as that amount of Dollars that could be obtained for such amount on such reasonable basis of exchange and as of the record date with respect to Registered Securities of such series (if any) for such distribution (or, if there shall be no applicable record date, such other date reasonably proximate to the date of such distribution) as the Company may specify in a written notice to the Trustee or, in the absence of such written notice, as the Trustee may determine.

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ARTICLE FIFTEEN

MEETINGS OF HOLDERS OF SECURITIES

Section 1501. Purposes for Which Meetings may be Called.

A meeting of Holders of Securities of any one or more series may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other Act provided by this Indenture to be made, given or taken by Holders of Securities of the relevant series.

Section 1502. Call, Notice and Place of Meetings.

(1) The Trustee may at any time call a meeting of Holders of Securities of any one or more series for any purpose specified in Section 1501, to be held at such time and at such place in the Borough of Manhattan, The City of New York, or, if Securities of such one or more series have been issued in whole or in part as Bearer Securities, in London or in such place outside the United States as the Trustee shall determine. Notice of every meeting of Holders of Securities of any one or more series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given to the Holders of Securities of the relevant series, in the manner provided in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting.

(2) In case at any time the Company (by or pursuant to a Board Resolution) or the Holders of at least 10% in principal amount of the Outstanding Securities of any one or more series entitled to vote on a matter as a group shall have requested the Trustee to call a meeting of the Holders of Securities of the applicable series for any purpose specified in Section 1501, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed notice of or made the first publication of the notice of such meeting within 21 days after receipt of such request (whichever shall be required pursuant to Section 106) or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York, or, if Securities of such applicable series are to be issued as Bearer Securities, in London for such meeting and may call such meeting for such purposes by giving notice thereof as provided in clause (1) of this Section.

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Section 1503. Persons Entitled to Vote at Meetings.

To be entitled to vote at any meeting of Holders of Securities of any one or more series, as appropriate, a Person shall be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of the applicable series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Securities of any one or more series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel, any representatives of the Company and its counsel and any representatives of Guarantor and its counsel.

Section 1504. Quorum; Action.

The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series; provided, however, that with respect to a consent or waiver as contemplated in Section 902, the Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of all series affected by any such supplemental indenture shall constitute a quorum for a meeting of Holders of Securities of all such series; provided, further, however, if any action is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal amount of the Outstanding Securities of one or more series, the Persons holding or representing such specified percentage in principal amount of the Outstanding Securities of the applicable series shall constitute a quorum. In the absence of a quorum within 30 minutes after the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such applicable series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 1502(1), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such applicable series which shall constitute a quorum.

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Except as limited by the proviso to Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series; provided, however, that, with respect to a consent or waiver contemplated in Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series affected by any such supplemental indenture (voting as a single class); provided, however, that, except as limited by the proviso to Section 902, any resolution with respect to any consent or waiver which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal amount of the Outstanding Securities of one or more series may be adopted at a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid only by the affirmative vote of the Holders holding or representing such specified percentage in principal amount of the Outstanding Securities of the applicable series; and provided, further, that, except as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other Act which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority in principal amount of the Outstanding Securities of one or more series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of the applicable series.

Any resolution passed or decision taken at any meeting of Holders of Securities of any one or more series duly held in accordance with this Section shall be binding on all the Holders of Securities of such applicable series and the Coupons appertaining thereto, whether or not such Holders were present or represented at the meeting.

Section 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings.

(1) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of any applicable series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof.

(2) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 1502(2), in which case the Company or the Holders of Securities of the one or more series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such applicable series represented at the meeting.

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(3) Unless otherwise provided in or pursuant to a Security, at any meeting, each Holder of a Security of such applicable series or proxy shall be entitled to one vote for each $1,000 principal amount of Securities of such applicable series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such applicable series or proxy.

(4) Any meeting of Holders of Securities of any one or more series duly called pursuant to Section 1502 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such applicable series represented at the meeting; and the meeting may be held as so adjourned without further notice.

Section 1506. Counting Votes and Recording Action of Meetings.

The vote upon any resolution submitted to any meeting of Holders of Securities of any one or more series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of the applicable series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of the applicable series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the proceedings of each meeting of Holders of Securities of any one or more series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

* * * * *

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

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed, all as of the day and year first above written.

CSX TRANSPORTATION, INC.

By:	/s/ Carolyn T. Sizemore
	Name: Carolyn T. Sizemore
	Title: Vice President and Controller

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

By:	/s/ Geraldine Creswell
	Name: Geraldine Creswell
	Title: Assistant Treasurer

CSX Transportation, Inc. – Base Indenture – Signature Page

CSX TRANSPORTATION, INC., as Issuer

CSX CORPORATION, as Guarantor

AND

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

_________________

FIRST SUPPLEMENTAL

INDENTURE

Dated as of December 13, 2007

_________________

6.251% Secured Equipment Notes due 2023

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

RECITALS OF THE COMPANY

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

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

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

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

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

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

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

GRANTING CLAUSE

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

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

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

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

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

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

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

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

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

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

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

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

ARTICLE ONE

RELATION TO INDENTURE; DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

“ Closing Date ” shall mean December 13, 2007.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE TWO

SCOPES OF APPLICABILITY

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

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

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

ARTICLE THREE

GENERAL TERMS AND CONDITIONS OF THE NOTES

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

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

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

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

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

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

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

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

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

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

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

Section 3.11 Defeasance and Covenant Defeasance .

(a) Defeasance.

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

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

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

ARTICLE FOUR

REDEMPTION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE FIVE

ADDITIONAL COVENANTS

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

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

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

Section 5.2 Maintenance of Equipment; Casualty Occurrences .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 5.5 Insurance .

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

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

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

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

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

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

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

Section 5.8 Filings and Opinions .

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

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

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

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

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

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

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

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

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

ARTICLE SIX

EVENTS OF DEFAULT; REMEDIES

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

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

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

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

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

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

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

(a) commences a voluntary case or proceeding;

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

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

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

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

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

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

or bankrupt;

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

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

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

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

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

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

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

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

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

Section 6.3 Remedies with Respect to Indenture Estate .

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

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

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

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

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

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

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

ARTICLE SEVEN

TRUSTEE

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

Sec tion 7.2 Limitation on Duty of Trustee in Respect of Indenture Estate .

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

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

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

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

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

ARTICLE EIGHT

SUPPLEMENTS AND AMENDMENTS

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

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

ARTICLE NINE

GUARANTEE

Section 9.1 Guarantee .

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

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

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

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

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

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

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

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

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

Section 9.3 Successor Person Substituted for Guarantor .

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

Section 9.4 Notice to Trustee .

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

Section 9.5 Limitation on Amount of Guarantee .

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

Section 9.6 Release of Guarantee .

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

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

ARTICLE TEN

MISCELLANEOUS PROVISIONS

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

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

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

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

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

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

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

CSX TRANSPORTATION, INC., as Issuer

By:	/s/ Carolyn T. Sizemore
	Name: Carolyn T. Sizemore
	Title: Vice President and Controller

CSX CORPORATION, as Guarantor

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

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

By:	/s/ Geraldine Creswell
	Name: Geraldine Creswell
	Title: Assistant Treasurer

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

Schedule A

Equipment

Equipment Group	Year of Delivery	Quantity
Equipment Group 1:

	2001	50

Equipment Group 2:

	2003	30

Equipment Group 3:

	2004	33

Equipment Group 4:

	2006	102

Equipment Group 5:

	2007	100

Total		315

Sch. A-1

Road Numbers of Items of Equipment

Equipment Group 1	Equipment Group 2	Equipment Group 3	Equipment Group 4	Equipment Group 5
CSXT0536	CSXT4725	CSXT4753	CSXT5400	CSXT5499
CSXT0546	CSXT4727	CSXT4761	CSXT5401	CSXT5500
CSXT0535	CSXT4728	CSXT4762	CSXT5399	CSXT5501
CSXT0544	CSXT4729	CSXT4764	CSXT5394	CSXT5498
CSXT0534	CSXT4730	CSXT4755	CSXT5395	CSXT5496
CSXT0540	CSXT4722	CSXT4765	CSXT5396	CSXT5497
CSXT0545	CSXT4723	CSXT4766	CSXT5397	CSXT5495
CSXT0533	CSXT4724	CSXT4767	CSXT5398	CSXT5492
CSXT0542	CSXT4726	CSXT4754	CSXT5390	CSXT5490
CSXT0543	CSXT4709	CSXT4758	CSXT5391	CSXT5491
CSXT0541	CSXT4707	CSXT4737	CSXT5393	CSXT5493
CSXT0532	CSXT4711	CSXT4743	CSXT5392	CSXT5494
CSXT0538	CSXT4710	CSXT4735	CSXT5386	CSXT5487
CSXT0539	CSXT4702	CSXT4756	CSXT5380	CSXT5488
CSXT0537	CSXT4705	CSXT4763	CSXT5385	CSXT5489
CSXT0529	CSXT4717	CSXT4749	CSXT5387	CSXT5479
CSXT0530	CSXT4719	CSXT4746	CSXT5388	CSXT5481
CSXT0531	CSXT4713	CSXT4750	CSXT5389	CSXT5482
CSXT0526	CSXT4714	CSXT4751	CSXT5381	CSXT5483
CSXT0527	CSXT4720	CSXT4752	CSXT5383	CSXT5484
CSXT0528	CSXT4721	CSXT4731	CSXT5384	CSXT5485
CSXT0525	CSXT4712	CSXT4732	CSXT5378	CSXT5486
CSXT0497	CSXT4718	CSXT4747	CSXT5382	CSXT5475
CSXT0499	CSXT4715	CSXT4748	CSXT5377	CSXT5478
CSXT0501	CSXT4716	CSXT4757	CSXT5379	CSXT5480
CSXT0508	CSXT4704	CSXT4733	CSXT5373	CSXT5470
CSXT0518	CSXT4706	CSXT4734	CSXT5374	CSXT5471
CSXT0520	CSXT4708	CSXT4739	CSXT5375	CSXT5473
CSXT0505	CSXT4701	CSXT4740	CSXT5372	CSXT5474
CSXT0516	CSXT4703	CSXT4741	CSXT5376	CSXT5476
CSXT0517		CSXT4742	CSXT5367	CSXT5477
CSXT0519		CSXT4744	CSXT5371	CSXT5472
CSXT0523		CSXT4745	CSXT5366	CSXT5469
CSXT0524			CSXT5368	CSXT5467
CSXT0500			CSXT5369	CSXT5468
CSXT0503			CSXT5370	CSXT5465
CSXT0504			CSXT5363	CSXT5466
CSXT0511			CSXT5365	CSXT5464
CSXT0512			CSXT5362	CSXT5461
CSXT0513			CSXT5364	CSXT5462
CSXT0514			CSXT5361	CSXT5463
CSXT0515			CSXT5360	CSXT5456
CSXT0521			CSXT5358	CSXT5457
CSXT0522			CSXT5354	CSXT5460
CSXT0498			CSXT5355	CSXT5458
CSXT0502			CSXT5357	CSXT5459
CSXT0506			CSXT5359	CSXT5453
CSXT0507			CSXT5356	CSXT5454
CSXT0509			CSXT5353	CSXT5455
CSXT0510			CSXT5350	CSXT5451

Sch. A-2

Equipment Group 1	Equipment Group 2	Equipment Group 3	Equipment Group 4	Equipment Group 5
			CSXT5351	CSXT5452
			CSXT5352	CSXT5449
			CSXT5347	CSXT5448
			CSXT5349	CSXT5450
			CSXT5348	CSXT5445
			CSXT5343	CSXT5446
			CSXT5346	CSXT5447
			CSXT5345	CSXT5444
			CSXT5342	CSXT5443
			CSXT5344	CSXT5441
			CSXT5338	CSXT5442
			CSXT5340	CSXT5437
			CSXT5341	CSXT5438
			CSXT5339	CSXT5439
			CSXT5336	CSXT5440
			CSXT5337	CSXT5435
			CSXT5332	CSXT5436
			CSXT5335	CSXT5433
			CSXT5334	CSXT5434
			CSXT5325	CSXT5431
			CSXT5331	CSXT5432
			CSXT5333	CSXT5429
			CSXT5323	CSXT5430
			CSXT5326	CSXT5427
			CSXT5327	CSXT5428
			CSXT5328	CSXT5425
			CSXT5329	CSXT5426
			CSXT5330	CSXT5424
			CSXT5320	CSXT5420
			CSXT5321	CSXT5423
			CSXT5322	CSXT5422
			CSXT5324	CSXT5419
			CSXT5318	CSXT5421
			CSXT5319	CSXT5418
			CSXT5312	CSXT5415
			CSXT5313	CSXT5416
			CSXT5314	CSXT5417
			CSXT5315	CSXT5413
			CSXT5316	CSXT5414
			CSXT5317	CSXT5410
			CSXT5310	CSXT5411
			CSXT5311	CSXT5412
			CSXT5308	CSXT5408
			CSXT5309	CSXT5409
			CSXT5304	CSXT5405
			CSXT5305	CSXT5407
			CSXT5306	CSXT5402
			CSXT5307	CSXT5403
			CSXT5300	CSXT5404
			CSXT5301	CSXT5406
			CSXT5302
			CSXT5303

Sch. A-3

Schedule B

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

Payment Date	Equipment Group 1	Equipment Group 2	Equipment Group 3	Equipment Group 4	Equipment Group 5
July 15, 2008	$2,737,000.00	$1,400,000.00	$1,541,000.00	$4,452,000.00	$4,354,000.00
January 15, 2009	0.00	0.00	0.00	0.00	0.00
July 15, 2009	2,737,000.00	1,804,000.00	1,540,000.00	4,452,000.00	4,355,000.00
January 15, 2010	0.00	0.00	0.00	0.00	0.00
July 15, 2010	2,737,000.00	1,804,000.00	1,983,000.00	4,452,000.00	4,354,000.00
January 15, 2011	0.00	0.00	0.00	0.00	0.00
July 15, 2011	2,737,000.00	1,804,000.00	1,984,000.00	4,452,000.00	4,355,000.00
January 15, 2012	0.00	0.00	0.00	0.00	0.00
July 15, 2012	2,737,000.00	1,804,000.00	1,984,000.00	5,735,000.00	4,354,000.00
January 15, 2013	0.00	0.00	0.00	0.00	0.00
July 15, 2013	2,737,000.00	1,803,000.00	1,984,000.00	5,735,000.00	5,609,000.00
January 15, 2014	0.00	0.00	0.00	0.00	0.00
July 15, 2014	2,737,000.00	1,804,000.00	1,983,000.00	5,735,000.00	5,609,000.00
January 15, 2015	0.00	0.00	0.00	0.00	0.00
July 15, 2015	2,737,000.00	1,804,000.00	1,984,000.00	5,735,000.00	5,609,000.00
January 15, 2016	0.00	0.00	0.00	0.00	0.00
July 15, 2016	2,737,000.00	1,804,000.00	1,984,000.00	5,735,000.00	5,608,000.00
January 15, 2017	0.00	0.00	0.00	0.00	0.00
July 15, 2017	2,737,000.00	1,804,000.00	1,984,000.00	5,734,000.00	5,609,000.00
January 15, 2018	0.00	0.00	0.00	0.00	0.00
July 15, 2018	2,737,000.00	1,804,000.00	1,983,000.00	5,735,000.00	5,609,000.00
January 15, 2019	0.00	0.00	0.00	0.00	0.00
July 15, 2019	2,737,000.00	1,803,000.00	1,984,000.00	5,735,000.00	5,609,000.00
January 15, 2020	0.00	0.00	0.00	0.00	0.00
July 15, 2020	2,737,000.00	1,804,000.00	1,984,000.00	5,735,000.00	5,609,000.00
January 15, 2021	0.00	0.00	0.00	0.00	0.00
July 15, 2021	1,306,608.04	1,012,291.14	1,177,851.56	3,706,163.27	3,745,185.30
January 15, 2022	0.00	0.00	0.00	0.00	0.00
July 15, 2022	1,306,608.04	1,012,291.14	1,177,851.56	3,706,163.27	3,745,185.30
January 15, 2023	11,071,783.92	10,602,417.72	13,514,296.88	49,935,673.46	54,206,629.40
Total	$49,266,000.00	$35,673,000.00	$40,772,000.00	$126,770,000.00	$128,340,000.00

Sch. B-1

Exhibit A

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

CSX TRANSPORTATION, INC.

$ 380,821,000

6.251% SECURED EQUIPMENT NOTES DUE 2023

No. 1-A

CUSIP No. 126410 LM9

ISIN No. US126410LM99

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

Exh. A-1

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

Exh. A-2

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

Exh. A-3

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

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

Exh. A-4

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

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

Exh. A-5

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

Dated: _____, 20__

CSX TRANSPORTATION, INC.

By:
	Name:
	Title:

Attest:

________________________________

Assistant Corporate Secretary

STATE OF
	) ss.:
COUNTY/CITY OF

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

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

_________________________________________________

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

My commission expires: ______________________________

Printed Name of Notary Public:

Exh. A-6

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

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

By:
	Name:
	Title:

Exh. A-7

FORM OF TRANSFER NOTICE

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

Insert Taxpayer Identification No.

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

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

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

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

Exh. A-8

SCHEDULE A

Payment Date	Scheduled Principal Repayment		Pool Factor
July 15, 2008		$14,484,000.00	0.96196638
January 15, 2009		$0.00	0.96196638
July 15, 2009		$14,888,000.00	0.92287190
January 15, 2010		$0.00	0.92287190
July 15, 2010		$15,330,000.00	0.88261677
January 15, 2011		$0.00	0.88261677
July 15, 2011		$15,332,000.00	0.84235638
January 15, 2012		$0.00	0.84235638
July 15, 2012		$16,614,000.00	0.79872959
January 15, 2013		$0.00	0.79872959
July 15, 2013		$17,868,000.00	0.75180991
January 15, 2014		$0.00	0.75180991
July 15, 2014		$17,868,000.00	0.70489022
January 15, 2015		$0.00	0.70489022
July 15, 2015		$17,869,000.00	0.65796792
January 15, 2016		$0.00	0.65796792
July 15, 2016		$17,868,000.00	0.61104824
January 15, 2017		$0.00	0.61104824
July 15, 2017		$17,868,000.00	0.56412855
January 15, 2018		$0.00	0.56412855
July 15, 2018		$17,868,000.00	0.51720887
January 15, 2019		$0.00	0.51720887
July 15, 2019		$17,868,000.00	0.47028919
January 15, 2020		$0.00	0.47028919
July 15, 2020		$17,869,000.00	0.42336688
January 15, 2021		$0.00	0.42336688
July 15, 2021		$10,948,099.31	0.39461821
January 15, 2022		$0.00	0.39461821
July 15, 2022		$10,948,099.31	0.36586953
January 15, 2023		$139,330,801.38	0.00000000

Exh. A-9

EXHIBIT A

Schedule of Exchanges

Exh. A-10

Exhibit B

Form of Memorandum of Indenture

MEMORANDUM OF INDENTURE

dated as of December 13, 2007

between

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

as Trustee,

and

CSX TRANSPORTATION, INC.

as Debtor,

Exh. B-1

MEMORANDUM OF INDENTURE

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

WITNESSETH:

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

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

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

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

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

as Trustee

By:_________________________________________________

Name:_______________________________________________

Title:________________________________________________

CSX TRANSPORTATION, INC.

as Debtor

By:_________________________________________________

Name:_______________________________________________

Title:________________________________________________

Exh. B-2

STATE OF FLORIDA )

) ss.

COUNTY OF DUVAL )

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

________________________________________________

Notary Public

My commission expires:

_________________________, ____

Exh. B-3

STATE OF FLORIDA )

) ss.

COUNTY OF DUVAL )

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

________________________________________________

Notary Public

My commission expires:

_________________________, ____

Exh. B-4

Exhibit C

Form of Memorandum of Supplemental Indenture

MEMORANDUM OF [FIRST] ¹ SUPPLEMENTAL INDENTURE

dated as of __________ __, 20___

among

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

as Trustee,

CSX TRANSPORTATION, INC.

as Debtor

and

CSX CORPORATION,

as Guarantor

_________________________________

¹ To be revised as necessary.

Exh. C-1

MEMORANDUM OF [FIRST] SUPPLEMENTAL INDENTURE

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

WITNESSETH:

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

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

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

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

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Exh. C-2

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

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

as Trustee

By:_________________________________________________________

Name:_______________________________________________________

Title:________________________________________________________

CSX TRANSPORTATION, INC.

as Debtor

By:_________________________________________________________

Name:_______________________________________________________

Title:________________________________________________________

CSX CORPORATION

as Guarantor

By:_________________________________________________________

Name:_______________________________________________________

Title:________________________________________________________

Exh. C-3

STATE OF FLORIDA )

) ss.

COUNTY OF DUVAL )

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

________________________________________________

Notary Public

My commission expires:

_________________________, ____

Exh. C-4

STATE OF FLORIDA )

) ss.

COUNTY OF DUVAL )

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

________________________________________________

Notary Public

My commission expires:

_________________________, ____

Exh. C-5

STATE OF FLORIDA )

) ss.

COUNTY OF DUVAL )

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

________________________________________________

Notary Public

My commission expires:

_________________________, ____

Exh. C-6

EXHIBIT A

TO MEMORANDUM OF [FIRST] SUPPLEMENTAL INDENTURE

DESCRIPTION OF LOCOMOTIVES AND REPORTING MARKS

Exh. C-7

Exhibit D

PARTIAL RELEASE

dated as of ________ __, 20__

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

as Trustee

Exh. D-1

PARTIAL RELEASE

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

WITNESSETH:

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

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

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

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

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

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

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

as Trustee

By:_________________________________________________________

Name:_______________________________________________________

Title:________________________________________________________

Exh. D-2

STATE OF FLORIDA )

) ss.

COUNTY OF DUVAL )

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

________________________________________________

Notary Public

My commission expires:

_________________________, ____

Exh. D-3

EXHIBIT A

TO PARTIAL RELEASE

DESCRIPTION OF LOCOMOTIVES AND REPORTING MARKS

Exh. D-4

PRIVILEGED AND CONFIDENTIAL

December 13, 2007

CSX Transportation, Inc.

CSX Corporation

$380,821,000 6.251% Secured Equipment Notes Due 2023

Ladies and Gentlemen:

We have acted as counsel for CSX Transportation, Inc., a Virginia corporation (the “ Company ”), and CSX Corporation, a Virginia corporation (the “ Guarantor ”), in connection with the purchase by the several Underwriters (the “ Underwriters ”) listed in Schedule II to the Underwriting Agreement dated December 10, 2007 (the “ Underwriting Agreement ”), among the Company and the Guarantor and Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated, as Representatives of the Underwriters, from the Company of $380,821,000 aggregate principal amount of the Company’s 6.251% Secured Equipment Notes due 2023 (the “ Notes ”) to be issued pursuant to an indenture (the “ Base Indenture ”) dated as of December 13, 2007, between the Company and The Bank of New York Trust Company, N.A., as trustee (the “ Trustee ”), as supplemented and amended by the First Supplemental Indenture (the “ Supplemental Indenture ”) dated as of December 13, 2007 among the Company, the Guarantor and the Trustee (the Base Indenture, as supplemented by the Supplemental Indenture, being herein referred to as the “ Indenture ”). Pursuant to the Indenture, the Notes will be secured by a security interest in certain equipment (as described in the Indenture) and will be fully, unconditionally and irrevocably guaranteed (the “ Guarantee ”) as to payment of principal, premium, if any, and interest, if any, on an unsecured and unsubordinated basis by the Guarantor. The Notes and the Guarantee are collectively referred to herein as the “ Securities ”.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including: (a) the Articles of Incorporation of the Company and the Guarantor, as amended; (b) the By-laws of the Company and the Guarantor, as amended; (c) resolutions adopted by the Board of Directors of the Guarantor on December 13, 2006 and February 14, 2007, and the Action of Authorized Pricing Officers of the Guarantor dated as of December 10, 2007; (d) resolutions adopted by the Board of Directors of the Company on December 10, 2007; (e) the Post Effective Amendment No. 1 to the Registration Statement on Form S-3ASR (Registration No. 333-140732) filed with the Securities and Exchange Commission (the “ Commission ”) on December 10, 2007 (as so amended, the “ Registration Statement ”), for registration under the Securities Act of 1933 (the “ Securities Act ”) of an indeterminate aggregate amount of various securities of the Guarantor and the Company, to be issued from time to time by the Guarantor and/or the Company; (f) the related Base Prospectus dated December 10, 2007 (together with the documents incorporated therein by reference, the “ Base Prospectus ”); (g) the Prospectus Supplement dated December 10, 2007, filed with the Commission pursuant to Rule 424(b) of the General Rules and Regulations under the Securities Act (together with the Base Prospectus, the “ Prospectus ”); (h) the documents and other information described in Annex A to this letter (together, the “ Disclosure Package ”), including the Term Sheet, dated December 10, 2007, filed with the Commission pursuant to Rule 433 of the General Rules and Regulations under the Securities Act (the “ Term Sheet ”); (i) the Underwriting Agreement; and (j) the Indenture and the form of the Note. We have relied, with respect to certain factual matters, on the representations and warranties of the Company, the Guarantor and the Underwriters contained in the Underwriting Agreement, and have assumed compliance by each such party with the terms of the Underwriting Agreement. In particular, but without limitation, we have relied upon the Company’s and the Guarantor's representation that neither has been notified pursuant to Rule 401(g) of the Securities Act of any objection by the Commission to the use of the form on which the Registration Statement was filed.

Our identification of information as part of the Disclosure Package has been at your request and with your approval. Such identification is for the limited purpose of making the statements set forth in this opinion regarding the Disclosure Package and is not the expression of a view by us as to whether any such information has been or should have been conveyed to investors generally or to any particular investors at any particular time or in any particular manner.

Based on the foregoing and subject to the qualifications set forth herein, we are of opinion as follows:

1. Assuming that the Indenture has been duly authorized, executed and delivered by the Company and the Guarantor, the Indenture has been duly qualified under the Trust Indenture Act of 1939 and constitutes a legal, valid and binding obligation of the Company and the Guarantor, enforceable against the Company and the Guarantor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law); and assuming that the Notes and the Guarantee have been duly authorized, when the Notes are executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, (i) the Notes conform in all material respects to the description thereof contained in the Disclosure Package and Prospectus and will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law) and (ii) the Guarantee conforms in all material respects to the description thereof contained in the Disclosure Package and Prospectus and will constitute the legal, valid and binding obligation of the Guarantor entitled to the benefits of the Indenture and enforceable against the Guarantor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

2. The Underwriting Agreement has been duly authorized, executed and delivered by the Company and the Guarantor.

3. The Registration Statement initially became effective under the Securities Act on December 10, 2007; the Preliminary Prospectus Supplement was filed with the Commission pursuant to Rule 424(b)(3), the Prospectus was filed with the Commission pursuant to Rule 424(b)(5), and the Term Sheet was filed with the Commission pursuant to Rule 433. Thereupon, assuming prior payment by the Company or the Guarantor of the pay-as-you-go registration fee for the offering of Securities, upon the filing of the Prospectus with the Commission, the offering of the Securities as contemplated by the Prospectus became registered under the Securities Act; to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act.

4. Neither the Company nor the Guarantor is an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

5. The statements made in the Disclosure Package and the Prospectus under the captions “Description of Debt Securities” and “Description of Notes,” insofar as they purport to constitute summaries of the terms of the Securities and the Indenture, and under the caption “Certain Tax Considerations,” insofar as they purport to describe the material tax consequences of an investment in Notes, fairly summarize the matters therein described.

6. If the Company becomes a debtor under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq . (as amended, the “ Bankruptcy Code ”), Section 1168 of the Bankruptcy Code will apply with respect to the locomotives subject to the security interests granted to the Trustee, as trustee for the holders of the Notes, created under the Indenture (collectively, the “ Locomotives ”).

7. The provisions of the Indenture are sufficient to create in favor of the Trustee a security interest in all of the Company’s right, title and interest in such of the Indenture Estate (as defined therein) as constitutes “accounts”, “chattel paper”, “deposit accounts”, “documents”, “equipment”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property” and “letter-of-credit rights” within the meaning of the Uniform Commercial Code of the State of New York as in effect on the date hereof (the “ New York UCC ”) (such of the Indenture Estate being hereinafter referred to as the “ Specified UCC Collateral ”), to the extent that the creation of security interests in the Specified UCC Collateral is governed by the New York UCC.

We express no opinion with respect to compliance with, or the application or effect of, any laws or regulations relating to the ownership or operation of a railroad to which the Company or any of its subsidiaries is subject or the necessity of any authorization, approval or action by, or any notice to, consent of, order of, or filing with, any governmental authority, pursuant to any such laws or regulations.

The opinion expressed in paragraph 6 relates solely to the applicability of Section 1168 of the Bankruptcy Code with respect to the Locomotives during a case under Chapter 11 of the Bankruptcy Code concerning the Company.

In connection with the opinion expressed in paragraph 6, we have assumed, with your permission, (i) that at the time of the issuance of the Notes and at all relevant times thereafter the Company is and remains the issuer of the Notes under the Indenture and (ii) the correctness of the opinions dated December 13, 2007, of Louis E. Gitomer, Esq. and the opinion dated December 13, 2007, of McCarthy Tétrault, copies of which have been delivered to you pursuant to paragraphs (d) and (e), respectively, of Section 5 of the Underwriting Agreement. In addition, we have, with your permission, relied upon a certificate of the Company (a copy of which has been delivered to you) to the effect that (i) the Locomotives are locomotives owned by the Company, (ii) the Company is a carrier by railroad engaged in the transportation of property from place to place for compensation and it offers such services to the public generally and (iii) the Locomotives were first placed in service no earlier than January 1, 2001.

Our opinions expressed in paragraph 7 are further qualified as follows:

(a) we express no opinion as to (i) rights in or title to any Indenture Estate held by the Company or (ii) the completeness or accuracy of the description in such documents of any Indenture Estate;

(b) we express no opinion as to the creation or perfection of any security interests (i) in any item of Indenture Estate other than (as to creation) the Specified UCC Collateral, or (ii) in any item of Indenture Estate that is expressly excluded from the application of the New York UCC pursuant to Section 9-109 thereof;

(c) we note that the creation of any security interest in “proceeds” is limited to the extent set forth in Section 9-315 of the New York UCC;

(d) we express no opinion as to the perfection or priority of any security interest created under the Indenture;

(e) in the case of property that becomes part of the Indenture Estate after the date hereof, Section 552 of Title 11 of the United States Code (the “Bankruptcy Code”) limits the extent to which property acquired by a debtor after the commencement of a case under the Bankruptcy Code may be subject to a security interest arising from a security agreement entered into by the debtor before the commencement of such case; and

(f) we express no opinion as to security interests in any item of collateral subject to any restriction on or prohibition against assignment or transfer contained in or otherwise applicable to such item of collateral or any contract, agreement, license, permit, security, instrument or document constituting, evidencing or relating to such item, except to the extent that any such restriction or prohibition is rendered ineffective pursuant to any of Sections 9-406 through 9-409, inclusive, of the New York UCC. We note that even though the New York UCC may render such a restriction or prohibition ineffective for purposes of creation or perfection of a security interest, nonetheless, in many cases, such a security interest may represent only limited rights in the related items of collateral and be subject to various restrictions (including restrictions on rights of use, assignment and enforcement).

We express no opinion herein as to any provision of the Indenture or the Notes that (a) relates to the subject matter jurisdiction of any Federal court of the United States of America, or any Federal appellate court, to adjudicate any controversy related to the Indenture or the Securities, (b) contains a waiver of an inconvenient forum, (c) relates to the waiver of rights to jury trial, or (d) relates to governing law to the extent that it purports to affect the choice of law governing perfection and the effect of perfection and non-perfection of security interests. We also express no opinion as to (i) the enforceability of the provisions of the Indenture or the Notes to the extent that such provisions constitute a waiver of illegality as a defense to performance of contract obligations or any other defense to performance which cannot, as a matter of law, be effectively waived, or (ii) whether a state court outside the State of New York or a Federal court of the United States would give effect to the choice of New York law provided for in the Indenture or the Notes.

We express no opinion on whether any of the obligations of the Company or the Guarantor under the Indenture or the Securities or the grant of any security interest in the Indenture Estate is subject to avoidance under Section 548 of the Bankruptcy Code or other fraudulent transfer or conveyance law.

Our opinions relating to security interests are limited to Article 8 and Article 9 of the New York UCC and do not address (i) laws of jurisdictions other than New York, and laws of New York except for Article 8 or Article 9, as the case may be, (ii) collateral of a type not subject to Article 8 or Article 9 of the New York UCC, (iii) what law governs perfection and the effect of perfection or non-perfection of such security interests or (iv) the effect, if any, of laws of jurisdictions other than New York on the creation, perfection or priority of such security interests.

We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York and the Federal laws of the United States of America. In particular, we do not purport to pass on any matter governed by the laws of Virginia.

In rendering this opinion, we have assumed, without independent investigation, the correctness of, and take no responsibility for, the opinion dated December 13, 2007, of Ellen M. Fitzsimmons, the Senior Vice President-Law and Public Affairs of the Company and the Senior Vice President-Law and Public Affairs and Corporate Secretary of the Guarantor, a copy of which has been delivered to you pursuant to paragraph (b) of Section 5 of the Underwriting Agreement, as to all matters of law covered therein relating to the laws of Virginia.

[Remainder of page intentionally left blank.]

We are furnishing this opinion to you, as Representatives, solely for your benefit and the benefit of the several Underwriters. This opinion may not be relied upon by any other person (including by any person that acquires the Notes from the several Underwriters or for any other purpose). It may not be used, circulated, quoted or otherwise referred to for any other purpose.

Very truly yours,

/s/ Cravath, Swaine & Moore LLP
Cravath, Swaine & Moore LLP

The several Underwriters listed in Schedule II to the

Underwriting Agreement dated as of December 10,

2007, among CSX Transportation, Inc., CSX

Corporation and Citigroup Global Markets Inc. and

Morgan Stanley & Co. Incorporated, as

representatives of the several Underwriters

In care of

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, NY 10036

Standard & Poor’s Ratings Services

55 Water Street

New York, NY 10004

Moody’s Investors Service, Inc.

99 Church Street

New York, NY 10007

ANNEX A

Preliminary Prospectus Supplement dated December 10, 2007.

Term Sheet dated December 10, 2007.

Consent of Cravath, Swaine & Moore LLP

We consent to the use of our opinion dated December 13, 2007, addressed to Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated as Representatives of the several Underwriters, Standard & Poor’s Ratings Services and Moody’s Investor Service, Inc., for filing with the Current Report on Form 8-K of CSX Corporation to be filed in connection with the issuance of $380,821,000 aggregate principal amount of CSX Transportation, Inc.'s 6.251% Secured Equipment Notes due 2023.

/s/ Cravath, Swaine & Moore LLP

Cravath, Swaine & Moore LLP

New York, New York

December 14, 2007

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2) |__|

___________________________

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

(Exact name of trustee as specified in its charter)

(State of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)
700 South Flower Street Suite 500 Los Angeles, California (Address of principal executive offices)	90017 (Zip code)

___________________________

CSX TRANSPORTATION, INC.

(Exact name of obligor as specified in its charter)

Commonwealth of Virginia (State or other jurisdiction of incorporation or organization)	54-60000720 (I.R.S. employer identification no.)
500 Water Street, 15th Floor Jacksonville, Florida (Address of principal executive offices)	32202 (Zip code)

___________________________

CSX CORPORATION

(Exact name of obligor as specified in its charter)

Commonwealth of Virginia (State or other jurisdiction of incorporation or organization)	62-1051971 (I.R.S. employer identification no.)
500 Water Street, 15th Floor Jacksonville, Florida (Address of principal executive offices)	32202 (Zip code)

___________________________

Senior Securities

(Title of the indenture securities)

1. General information. Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).

A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Jacksonville, and State of Florida, on the 11th day of December, 2007.

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

By:	/s/ Geraldine Creswell
Name: Geraldine Creswell
Title: Assistant Treasurer

REPORT OF CONDITION

Consolidating domestic subsidiaries of

THE BANK OF NEW YORK TRUST COMPANY, NA

in the state of CA at close of business on September 30, 2007

published in response to call made by (Enter additional information below)

Statement of Resources and Liabilities

Dollar Amounts In Thousands

ASSETS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		11,268
Interest-bearing balances		0
Securities:
Held-to-maturity securities		40
Available-for-sale securities		115,996
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		49,900
Securities purchased under agreements to resell		108,174
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income	0
LESS: Allowance for loan and lease losses	0
Loans and leases, net of unearned income and allowance		0
Trading Assets		0
Premises and fixed assets (including capitalized leases)		12,972
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Intangible assets:
Goodwill		871,685
Other intangible assets		308,586
Other assets		148,668
Total assets		1,627,289

REPORT OF CONDITION (Continued)

LIABILITIES

Dollar Amounts In Thousands

Deposits:

In domestic offices		2,567
Noninterest-bearing	2,567
Interest-bearing	0
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		168,691
Subordinated notes and debentures		0
Other liabilities		148,215
Total liabilities		319,473

Minority interest in consolidated subsidiaries			0

EQUITY CAPITAL

Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			1,121,520
Retained earnings			184,893
Accumulated other comprehensive income			403
Other equity capital components			0
Total equity capital			1,307,816
Total liabilities, minority interest, and equity capital			1,627,289

We, the undersigned directors, attest to the		I , Karen Bayz, Vice President
correctness of this statement of resources and liabilities.		(Name, Title)

We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Director #1	Michael K. Klugman, President

Director #2	Frank Sulzberger, MD

Director #3	William D. Lindelof, VP

RECITALS			1
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION			1
	Section 101.	Definitions.	1
		Act	2
		Additional Amounts	2
		Affiliate	2
		Authenticating Agent	2
		Authorized Newspaper	2
		Bankruptcy Law	2
		Bearer Security	2
		Board of Directors	2
		Board Resolution	3
		Business Day	3
		Clearstream	3
		Commission	3
		Common Stock	3
		Company	3
		Company Request	3
		Conversion Event	3
		Corporate Trust Office	3
		Corporation	4
		Coupon	4
		Currency	4
		CUSIP Number	4
		Custodian	4
		Defaulted Interest	4
		Depository	4
		Dollars	4
		Euro	4
		Euroclear	4
		European Monetary System	4
		European Union	5
		Event of Default	5
		Foreign Currency	5
		GAAP	5
		Government Obligations	5
		Guarantee	5
		Guarantor	5
		Holder	5
		Indenture	5
		Indexed Security	6
		Interest Payment Date	6
		Judgment Currency	6

	Lien	6
	Maturity	6
	New York Banking Day	6
	Obligation	6
	Office	6
	Officer	6
	Officers’ Certificate	6
	Opinion of Counsel	6
	Original Issue Discount Security	6
	Outstanding	7
	Paying Agent	8
	Person	8
	Place of Payment	8
	Predecessor Security	8
	Principal Subsidiary	8
	Redemption Date	8
	Redemption Price	8
	Registered Security	8
	Regular Record Date	8
	Required Currency	8
	Responsible Officer	9
	Securities Act	9
	Security	9
	Security Register	9
	Special Record Date	9
	Stated Maturity	9
	Subsidiary	9
	Trust Indenture Act	9
	Trustee	9
	United States	9
	United States Alien	10
	Vice President	10
	Voting Stock	10
Section 102.	Compliance Certificates and Opinions.	10
Section 103.	Form of Documents Delivered to Trustee.	10
Section 104.	Acts of Holders.	11
Section 105.	Notices, Etc. to Trustee, Company and Guarantor.	12
Section 106.	Notice to Holders of Securities; Waiver.	13
Section 107.	Language of Notices.	14
Section 108.	Conflict with Trust Indenture Act.	14
Section 109.	Effect of Headings and Table of Contents.	14
Section 110.	Successors and Assigns.	14
Section 111.	Separability Clause.	14
Section 112.	Benefits of Indenture.	14
Section 113.	Governing Law.	15
Section 114.	Business Days.	15

	Section 115.	Counterparts.	15
	Section 116.	Judgment Currency.	15
ARTICLE TWO SECURITIES FORMS			16
	Section 201.	Forms Generally.	16
	Section 202.	Form of Trustee’s Certificate of Authentication.	16
	Section 203.	Securities in Global Form.	16
ARTICLE THREE THE SECURITIES			17
	Section 301.	Amount Unlimited; Issuable in Series.	17
	Section 302.	Currency; Denominations.	21
	Section 303.	Execution, Authentication, Delivery and Dating.	21
	Section 304.	Temporary Securities.	23
	Section 305.	Registration, Transfer and Exchange.	24
	Section 306.	Mutilated, Destroyed, Lost and Stolen Securities.	27
	Section 307.	Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved.	28
	Section 308.	Persons Deemed Owners.	30
	Section 309.	Cancellation.	30
	Section 310.	Computation of Interest.	31
ARTICLE FOUR SATISFACTION AND DISCHARGE			31
	Section 401.	Satisfaction and Discharge.	31
	Section 402.	Defeasance and Covenant Defeasance.	32
	Section 403.	Application of Trust Money.	36
ARTICLE FIVE REMEDIES			37
	Section 501.	Events of Default.	37
	Section 502.	Acceleration of Maturity; Rescission and Annulment.	38
	Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee.	39
	Section 504.	Trustee may file proofs of claim.	40
	Section 505.	Trustee may Enforce Claims Without Possession of Securities or Coupons.	41
	Section 506.	Application of Money Collected.	41
	Section 507.	Limitations on Suits.	41
	Section 508.	Unconditional Right of Holders to Receive Principal and Any Premium, Interest and Additional Amounts.	42
	Section 509.	Restoration of Rights and Remedies.	42
	Section 510.	Rights and Remedies Cumulative.	42
	Section 511.	Delay or Omission not Waiver.	43
	Section 512.	Control by Holders of Securities.	43
	Section 513.	Waiver of Past Defaults.	43
	Section 514.	Waiver of Stay or Extension Laws.	44
	Section 515.	Undertaking for Costs.	44
ARTICLE SIX THE TRUSTEE			44
	Section 601.	Certain Duties and Responsibilities.	44

	Section 602.	Certain Rights of Trustee.	45
	Section 603.	Notice of Defaults.	47
	Section 604.	Not Responsible for Recitals or Issuance of Securities.	47
	Section 605.	May Hold Securities.	48
	Section 606.	Money Held in Trust.	48
	Section 607.	Compensation and Reimbursement.	48
	Section 608.	Corporate Trustee Required; Eligibility.	49
	Section 609.	Resignation and Removal; Appointment of Successor.	49
	Section 610.	Acceptance of Appointment by Successor.	51
	Section 611.	Merger, Conversion, Consolidation or Succession to Business.	52
	Section 612.	Appointment of Authenticating Agent.	52
ARTICLE SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY			54
	Section 701.	Company to Furnish Trustee Names and Addresses of Holders.	54
	Section 702.	Preservation of Information; Communications to Holders.	54
	Section 703.	Reports by Trustee.	55
	Section 704.	Reports by Company.	55
ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE			56
	Section 801.	Company May Consolidate, etc., Only on Certain Terms.	56
	Section 802.	Successor Person Substituted for Company.	56
ARTICLE NINE SUPPLEMENTAL INDENTURES			57
	Section 901.	Supplemental Indentures without Consent of Holders.	57
	Section 902.	Supplemental Indentures with Consent of Holders.	59
	Section 903.	Execution of Supplemental Indentures.	60
	Section 904.	Effect of Supplemental Indentures.	60
	Section 905.	Reference in Securities to Supplemental Indentures.	60
	Section 906.	Conformity with Trust Indenture Act.	60
ARTICLE TEN COVENANTS			61
	Section 1001.	Payment of Principal, Any Premium, Interest and Additional Amounts.	61
	Section 1002.	Maintenance of Office or Agency.	61
	Section 1003.	Money for Securities Payments to be Held in Trust.	62
	Section 1004.	Additional Amounts.	63
	Section 1005.	Company Statement as to Compliance.	64
	Section 1006.	Limitation on Liens on Stock of the Principal Subsidiaries.	64
	Section 1007.	Waiver of Certain Covenants.	65
	Section 1008.	Existence; Conduct of Business.	65
ARTICLE ELEVEN REDEMPTION OF SECURITIES			65
	Section 1101.	Applicability of Article.	65
	Section 1102.	Election to Redeem; Notice to Trustee.	65
	Section 1103.	Selection by Trustee of Securities to be Redeemed.	66
	Section 1104.	Notice of Redemption.	66

	Section 1105.	Deposit of Redemption Price.	68
	Section 1106.	Securities Payable on Redemption Date.	68
	Section 1107.	Securities Redeemed in Part.	69
ARTICLE TWELVE SINKING FUNDS			69
	Section 1201.	Applicability of Article.	69
	Section 1202.	Satisfaction of Sinking Fund Payments with Securities.	69
	Section 1203.	Redemption of Securities for Sinking Fund.	70
ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS			70
	Section 1301.	Applicability of Article.	70
ARTICLE FOURTEEN SECURITIES IN FOREIGN CURRENCIES			71
	Section 1401.	Applicability of Article.	71
ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES			71
	Section 1501.	Purposes for Which Meetings may be Called.	71
	Section 1502.	Call, Notice and Place of Meetings.	71
	Section 1503.	Persons Entitled to Vote at Meetings.	72
	Section 1504.	Quorum; Action.	72
	Section 1505.	Determination of Voting Rights; Conduct and Adjournment of Meetings.	73
	Section 1506.	Counting Votes and Recording Action of Meetings.	74