EXECUTION COPY
FIRST AMENDMENT
FIRST AMENDMENT, dated as of
May 5, 2005 (this “ Amendment ”), to
the FIVE-YEAR REVOLVING CREDIT AGREEMENT, dated as of
May 12, 2004 (as amended, supplemented or otherwise
modified, the “ Credit Agreement ”), among CSX
CORPORATION, a Virginia corporation, as Borrower, the LENDERS
parties thereto, CITIBANK, N.A. and THE BANK OF
NOVA SCOTIA, as Co-Syndication Agents, CREDIT SUISSE FIRST
BOSTON and MIZUHO CORPORATE BANK, LTD., as Co-Documentation Agents,
and JPMORGAN CHASE BANK, N.A. (formerly known as JPMORGAN CHASE
BANK), as Administrative Agent.
W I T N
E S S E
T H :
WHEREAS, pursuant to the Credit Agreement, the
Lenders have agreed to make certain loans and other extensions of
credit to the Borrower; and
WHEREAS, the Borrower has requested and, upon
this Amendment becoming effective, the Lenders have agreed, to
amend certain provisions of the Credit Agreement upon the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises
and the mutual agreements contained herein, the parties hereto
agree as follows:
SECTION 1.
DEFINITIONS
1.1
Defined Terms
. Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have
the meanings given such terms in the Credit Agreement.
SECTION 2.
AMENDMENTS TO CREDIT
AGREEMENT
2.1
Amendments to Section
1.01 . Section 1.01
of the Credit Agreement is hereby amended by (a) replacing the
reference to the amount “$75,000,000” appearing in the
definition of Material Indebtedness in such Section with a
reference to “$80,000,000”, (b) by replacing the
reference to the date “May 12, 2004”
appearing in the definition of 364-Day Credit Agreement in such
Section with a reference to “May 5, 2005” and
(c) by adding the following parenthetical at the end of the
definition of 364-Day Credit Agreement in such section “(and
any replacement thereof)”.
2.2
Amendment to Section
2.08(b) .
Section 2.08(b) of the Credit Agreement is hereby amended by
replacing the first sentence thereof with the following
sentence:
“Upon any
direct or indirect sale or other disposition of Shares (other than
Shares constituting Unrestricted Margin Stock) directly or
indirectly beneficially owned by the Borrower (other than
(i) to the Borrower’s direct or indirect Subsidiaries,
(ii) to any wholly-owned subsidiary of CSX/NS Acquisition Sub
so long as the Borrower’s direct or indirect proportionate
beneficial ownership of the Shares
shall not be
reduced as a result thereof, or (iii) to NS or its
subsidiaries or any CSX/NS Acquisition Sub Entity in consideration
of the acquisition of any assets of Conrail or any of its
subsidiaries by the Borrower or any Subsidiary), the Commitments
and the Commitments (as defined in the 364-Day Credit Agreement)
shall be automatically reduced, on a ratable basis, in an aggregate
amount equal to 100% of the Net Cash Proceeds to the Borrower and
the Subsidiaries of any such sale or other disposition of Shares
(other than Shares constituting Unrestricted Margin
Stock).”
2.3
Amendment to Article
VII(i) . Article VII(i)
of the Credit Agreement is hereby amended by replacing the
reference to the amount “$75,000,000” appearing therein
with a reference to “$80,000,000.”
2.4
Amendment to Section
9.02(b) . Clause (iv) of
the first proviso to Section 9.02(b) of the Credit Agreement is
hereby amended by changing the reference to “Section
2.10(c)” to refer to “Section 2.08(d)”
instead.
2.5
Amendment to
Section 9.04(b) .
Clause (ii) of Section 9.04(b) of the Credit Agreement is
hereby amended by adding the following at the beginning of such
clause “exce
