FIFTH SUPPLEMENTAL INDENTURE dated as of May 11, 2020 (this Fifth Supplemental Indenture), by and between Norfolk Southern Corporation, a Virginia corporation, as issuer (the Company), and U.S. Bank National Association, as trustee (the Trustee).
WHEREAS, the Company executed and delivered the indenture, dated as of February 28, 2018, to the Trustee (the Base Indenture, as supplemented by this Fifth Supplemental Indenture, the Indenture), to provide for the issuance of the Companys unsubordinated and unsecured debt securities to be issued in one or more series;
WHEREAS, pursuant to Section 9.01 of the Base Indenture, the Company desires to provide for the establishment of a new series of Securities under the Base Indenture to be known as its 3.050% Senior Notes due 2050 (the Notes), the form and substance and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Fifth Supplemental Indenture;
WHEREAS, the execution and delivery of this Fifth Supplemental Indenture and the issuance of the Notes have been authorized by a Board Resolution and the Board of Directors has authorized the proper officers of the Company to execute and deliver any and all appropriate documents necessary or appropriate to effect such issuance;
WHEREAS, the Company requests that the Trustee execute and deliver this Fifth Supplemental Indenture; and
WHEREAS, all things necessary to make this Fifth Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed, and the execution and delivery of this Fifth Supplemental Indenture has been duly authorized in all respects.
NOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof and other valuable consideration, the receipt of which is hereby acknowledged by the Company, and for the purpose of setting forth, as provided in the Base Indenture, the form, terms and conditions of the Notes, the Company covenants and agrees with the Trustee for the benefit of the Holders of the Notes, as follows:
SECTION 1.01. Definitions. Unless the context otherwise requires, capitalized terms used but not defined herein or in the recitals above have the respective meanings set forth in the Base Indenture. The following additional terms are hereby established for purposes of this Fifth Supplemental Indenture and shall have the meaning set forth in this Fifth Supplemental Indenture only for purposes of this Fifth Supplemental Indenture.