Common use of Debentures Clause in Contracts

Debentures. The parties intend to seek the Debenture Holders Required Consent in connection with, and to permit, the Distribution and certain of the other transactions contemplated hereby. It is the intent of the parties that, in connection with obtaining such consent, prior to the Closing, CRC will conduct a consent solicitation to seek the Debenture Holders Required Consent (as amended from time to time, the "Debenture Consent Solicitation") and, in connection therewith, prior to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will conduct an offer to exchange New Debentures initially issued by each of NYC Newco and PRR Newco for the Debentures on the terms and subject to the conditions set forth herein and/or on such other terms as may be agreed by CRC, NSC and CSX as necessary or appropriate in order to facilitate obtaining the Debenture Holders Required Consent, including without limitation, the amount of the Debenture Cash Payments (the "Exchange Offer"). The Exchange Offer shall be on the basis that each holder of Debentures accepting the New Debentures in exchange for such holder's Debentures must grant a consent in respect of the Debenture Holders Required Consent. In connection with the foregoing, the parties shall undertake the following transactions: (a) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CRC, in consultation with NSC and CSX, shall prepare a consent solicitation, which consent solicitation shall form part of the Registration Statement, to seek the Debenture Holders Required Consent in connection with the Distribution and certain other transactions contemplated hereby and to the execution of the Supplemental Indenture. CRC shall comply with all applicable laws or regulations in connection with the Debenture Consent Solicitation. (b) Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, on the Distribution Date, CRC shall execute and deliver the Supplemental Indenture and such other necessary documents and request the Trustee to execute the same. The parties agree to execute and deliver all reasonable and necessary opinions, officer's certificates and other documents in connection with the execution of the Supplemental Indenture. (c) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will promptly prepare and cause to be filed with the SEC, Registration Statements offering to exchange for each $1,000.00 principal amount of each series of the Debentures $580.00 principal amount of the corresponding series of New Debentures to be issued by PRR Newco (the "PRR Newco Debentures") and $420.00 principal amount of the corresponding series of New Debentures to be issued by NYC Newco (the "NYC Newco Debentures"), subject to the treatment of fractional interests. The PRR Newco Debentures shall be fully and unconditionally guaranteed by NSR and the NYC Newco Debentures shall be fully and unconditionally guaranteed by CSXT. CSXT and NSR shall execute and deliver the NYC Newco Indenture and the PRR Newco Indenture, respectively, setting forth their respective guarantee obligations on the Distribution Date and any other necessary documents ancillary thereto and shall request the respective trustees to execute the same. Upon completion of the mergers set forth in Section 2.1(j), the NYC Newco Debentures shall be assumed by and shall become the primary obligations of CSXT and the PRR Newco Debentures shall be assumed by and shall become the primary obligations of NSR. The respective guarantee obligations of CSXT and NSR shall automatically cease to exist upon completion of the mergers described in Section 2.1(j). Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, NSC and CSX shall ensure that CRC has sufficient cash to make, and CRC shall make, the Debenture Cash Payments at the Closing. The Exchange Offer will be registered under the Securities Act on the appropriate form of Registration Statement and shall comply with all applicable rules and regulations under the Exchange Act and with all other applicable laws. As a result of such Exchange Offer and Debenture Consent Solicitation, the parties hereto agree to make such additional filings pursuant to the Securities Act or the Exchange Act as are necessary or appropriate. The parties shall also take all such action as may be necessary or appropriate under state securities or "Blue Sky" laws in connection with the transactions contemplated by this Agreement.

Debentures. The parties intend Subject to seek the Debenture Holders Required Consent in connection with, and to permitconditions of this Section 2.5, the Distribution and certain of the other transactions contemplated hereby. It is the intent of the Parties have agreed that Persons listed in Appendix III (each, a “Debenture Holder”) may become parties that, in connection with obtaining such consent, prior to the Closing, CRC will conduct a consent solicitation to seek the Debenture Holders Required Consent (this Agreement as amended from time to time, the "Debenture Consent Solicitation") and, in connection therewith, prior to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will conduct an offer to exchange New Debentures initially issued by each of NYC Newco and PRR Newco “Investors” for the Debentures purpose of purchasing Series A Preferred Shares at the Second Closing on the terms terms, and subject to the conditions set forth conditions, specified in this Agreement. The Company shall provide written notice to each Debenture Holder, at such Debenture Holder’s address listed in Appendix III, as to (i) the date scheduled for the Second Closing, (ii) the opportunity for such Debenture Holder to become a party to this Agreement as an “Investor” in accordance with this Section and (iii) the manner and deadline for accepting such opportunity (as described in the next sentence), which notice shall include a copy of the agreement described in the next sentence. If any such Debenture Holder shall determine to become a party to this Agreement as an “Investor,” then such Debenture Holder shall, at least five business days prior to the scheduled date for the Second Closing, deliver to the Company and to special counsel for the Investors an agreement wherein such Debenture Holder (1) shall agree to observe and to be bound by, and to be entitled to the rights provided by, this Agreement as if such Debenture Holder were named herein and/or on originally as an “Investor,” (2) shall confirm the aggregate consideration to be paid by such other terms as may Person for Series A Preferred Shares at the Second Closing, which consideration shall be agreed paid by CRC, NSC and CSX as necessary or appropriate in order to facilitate obtaining the Debenture Holders Required Consent, including without limitation, the tendering an equivalent principal amount of the Debenture Cash Payments debentures identified opposite such Person’s name in Appendix III, together with such number of warrants as is associated with the tendered principal amount of debentures (with each $5,000 aggregate principal amount of debentures being associated with warrants to acquire 1,000 shares of Common Stock), (3) shall confirm such Person’s agreement to deliver the "Exchange Offer")agreed portion of the tendered principal amount of the debentures and associated warrants at the Second Closing against the delivery of the Series A Preferred Shares and (4) shall make the representations contained in Article VIII. The Exchange Offer shall be on Notwithstanding the basis that each holder of Debentures accepting foregoing, the New Debentures in exchange for such holder's Debentures must grant a consent in respect ability of the Debenture Holders Required Consent. In connection with the foregoing, the parties to become a party to this Agreement shall undertake the following transactions: (a) Prior be limited to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CRC, in consultation with NSC and CSX, shall prepare a consent solicitation, which consent solicitation shall form part of the Registration Statement, to seek the Debenture Holders Required Consent in connection with the Distribution and certain other transactions contemplated hereby and to the execution of the Supplemental Indenture. CRC shall comply with all applicable laws or regulations in connection with the Debenture Consent Solicitation. (b) Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, on the Distribution Date, CRC shall execute and deliver the Supplemental Indenture and such other necessary documents and request the Trustee to execute the same. The parties agree to execute and deliver all reasonable and necessary opinions, officer's certificates and other documents in connection with the execution of the Supplemental Indenture. (c) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will promptly prepare and cause to be filed with the SEC, Registration Statements offering to exchange for each no more than $1,000.00 600,000 aggregate principal amount of each series debentures of all such Debenture Holders so electing to participate, with the right of the Debentures $580.00 principal amount of the corresponding series of New Debentures Company in its sole discretion to be issued by PRR Newco (the "PRR Newco Debentures") and $420.00 principal amount of the corresponding series of New Debentures allocate among such Debenture Holders as necessary in order to be issued by NYC Newco (the "NYC Newco Debentures"), subject to the treatment of fractional interests. The PRR Newco Debentures shall be fully and unconditionally guaranteed by NSR and the NYC Newco Debentures shall be fully and unconditionally guaranteed by CSXT. CSXT and NSR shall execute and deliver the NYC Newco Indenture and the PRR Newco Indenture, respectively, setting forth their respective guarantee obligations on the Distribution Date and any other necessary documents ancillary thereto and shall request the respective trustees to execute the same. Upon completion of the mergers set forth in Section 2.1(j), the NYC Newco Debentures shall be assumed by and shall become the primary obligations of CSXT and the PRR Newco Debentures shall be assumed by and shall become the primary obligations of NSR. The respective guarantee obligations of CSXT and NSR shall automatically cease to exist upon completion of the mergers described in Section 2.1(j). Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, NSC and CSX shall ensure that CRC has sufficient cash to make, and CRC shall make, the Debenture Cash Payments at the Closing. The Exchange Offer will be registered under the Securities Act on the appropriate form of Registration Statement and shall comply with all applicable rules and regulations under the Exchange Act and with all other applicable laws. As a result of meet such Exchange Offer and Debenture Consent Solicitation, the parties hereto agree to make such additional filings pursuant to the Securities Act or the Exchange Act as are necessary or appropriate. The parties shall also take all such action as may be necessary or appropriate under state securities or "Blue Sky" laws in connection with the transactions contemplated by this Agreementlimitation.

Debentures. The parties intend (a) Subject to seek the Debenture Holders Required Consent in connection with, and to permitcompliance with this Section 5.9, the Distribution Company may, at its election, commence a tender offer and certain of the other transactions contemplated hereby. It is the intent of the parties that, in connection with obtaining such consent, prior to the Closing, CRC will conduct a consent solicitation to seek the Debenture Holders Required Consent (as amended from time to time, the "Debenture Consent SolicitationTender Offer") and, in connection therewith, prior to purchase the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will conduct an offer to exchange New Company's outstanding 9 3/8% Debentures initially issued by each of NYC Newco and PRR Newco for due 2006 (the Debentures "Debentures") on the terms and subject to the conditions set forth herein and/or on such other terms in Schedule 5.9 hereto, which shall effect the deletion of substantially all of the covenants in the related Indenture, dated as of April 1, 1996, as amended by the First Supplemental indenture thereto, dated as of April 1, 1996 (as so amended, the "Indenture"), which may be agreed by CRC, NSC and CSX as necessary or appropriate in order to facilitate obtaining deleted therefrom with the Debenture Holders Required Consent, including without limitation, the amount of the Debenture Cash Payments consent (the "Exchange OfferRequisite Consent") of a majority in principal amount of outstanding Debentures, as set forth in Schedule 5.9 (the "Majority Covenants"). The Exchange Offer shall be on the basis that each holder of Debentures accepting the New Debentures in exchange for such holder's Debentures must grant a consent in respect of the Debenture Holders Required Consent. In connection with the foregoing, the parties shall undertake the following transactions: (a) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CRC, in consultation with NSC and CSX, shall prepare a consent solicitation, which consent solicitation shall form part of the Registration Statement, to seek the Debenture Holders Required Consent in connection with the Distribution and certain other transactions contemplated hereby and to the execution of the Supplemental Indenture. CRC shall comply with all applicable laws or regulations in connection with the Debenture Consent Solicitation. (b) Subject The Tender Offer shall be commenced as promptly as practicable following November 4, 1998, and, in any event, within three days following such date (the "Third Day"). Except as may be required by law, the Company shall not extend the consent date or expiration date of, or amend or waive any terms or conditions of, the Tender Offer, or deem any condition thereof not to be satisfied, without Parent's prior written consent (in its sole discretion), provided that, on any scheduled consent date under the Tender Offer prior to November 25, 1998, the Company may extend such consent date, for one business day, if on such consent date the Requisite Consent has not been received. (c) All documentation delivered in connection with the Tender Offer shall be acceptable to Parent (in its sole discretion), and Parent shall be provided all such documentation sufficiently in advance of the anticipated date of use of such documentation to meaningfully review and comment on such documentation. The Company shall provide Parent with (i) opinions of North Carolina and New York counsel to the satisfaction of Company, addressed to both the conditions Company and Parent, in form and substance satisfactory to Parent (in its sole discretion) and as set forth in Section 5.2 hereof, on Schedule 5.9 hereto respecting the Distribution Date, CRC shall execute commencement and deliver consummation of the Tender Offer and the execution and delivery of the Supplemental Indenture and such other necessary documents (ii) reliance letters permitting Parent and request the Company to rely on any legal opinions or certificates delivered in connection therewith. (d) If the Tender Offer is commenced (x) upon the receipt of the Requisite Consent, the Company shall execute and use its best efforts to cause the Trustee to execute the same. The parties agree to execute Supplemental Indenture at the Consent Time (as defined in the Tender Offer) and deliver all reasonable and necessary opinions, officer's certificates and other documents in connection with (y) upon the execution expiration of the Supplemental Indentureperiod for tendering Debentures under the Tender Offer, if the conditions to consummation of the Tender Offer have been satisfied, the Company shall accept for payment and purchase all Debentures validly tendered thereunder and shall deliver such Debentures to the Trustee under the Indenture for cancellation. (ce) Prior to Promptly following the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will promptly prepare and cause to be filed with the SEC, Registration Statements offering to exchange for each $1,000.00 principal amount of each series expiration of the period for tendering Debentures $580.00 principal amount of under the corresponding series of New Tender Offer without Debentures to be issued being purchased thereunder, or upon the Third Day if the Tender Offer shall not have been commenced by PRR Newco such day, the Company shall make the deposit (the "PRR Newco DebenturesDeposit") and $420.00 principal amount contemplated by Section 6.1A(1) of the corresponding series of New Debentures Indenture and shall use its best efforts to be issued by NYC Newco (the "NYC Newco Debentures"), subject satisfy all other conditions to the treatment covenant defeasance provisions of fractional interests. The PRR Newco Debentures shall be fully Sections 6.1 and unconditionally guaranteed by NSR and the NYC Newco Debentures shall be fully and unconditionally guaranteed by CSXT. CSXT and NSR shall execute and deliver the NYC Newco Indenture and the PRR Newco Indenture, respectively, setting forth their respective guarantee obligations on the Distribution Date and any other necessary documents ancillary thereto and shall request the respective trustees to execute the same. Upon completion 6.1A of the mergers set forth in Section 2.1(j), the NYC Newco Debentures shall be assumed by and Indenture so that such covenant defeasance shall become the primary obligations of CSXT and the PRR Newco effective with respect to all Debentures shall be assumed by and shall become the primary obligations of NSR. The respective guarantee obligations of CSXT and NSR shall automatically cease to exist upon completion of the mergers described in Section 2.1(j). Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, NSC and CSX shall ensure that CRC has sufficient cash to make, and CRC shall make, the Debenture Cash Payments at the Closing. The Exchange Offer will be registered under the Securities Act on the appropriate form of Registration Statement and shall comply with all applicable rules and regulations under the Exchange Act and with all other applicable laws. As a result of such Exchange Offer and Debenture Consent Solicitation, the parties hereto agree to make such additional filings pursuant to the Securities Act or the Exchange Act as are necessary or appropriate. The parties shall also take all such action promptly as may be necessary or appropriate under state securities or "Blue Sky" laws in connection with the transactions contemplated by this Agreementpracticable thereafter.

Debentures. The parties intend (a) Subject to seek the Debenture Holders Required Consent in connection with, and to permitcompliance with this Section 5.9, the Distribution Company may, at its election, commence a tender offer and certain of the other transactions contemplated hereby. It is the intent of the parties that, in connection with obtaining such consent, prior to the Closing, CRC will conduct a consent solicitation to seek the Debenture Holders Required Consent (as amended from time to time, the "Debenture Consent SolicitationTender Offer") and, in connection therewith, prior to purchase the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will conduct an offer to exchange New Company's outstanding 9 3/8% Debentures initially issued by each of NYC Newco and PRR Newco for due 2006 (the Debentures "Debentures") on the terms and subject to the conditions set forth herein and/or on such other terms in Schedule 5.9 hereto, which shall effect the deletion of substantially all of the covenants in the related Indenture, dated as of April 1, 1996, as amended by the First Supplemental indenture thereto, dated as of April 1, 1996 (as so amended, the "Indenture"), which may be agreed by CRC, NSC and CSX as necessary or appropriate in order to facilitate obtaining deleted therefrom with the Debenture Holders Required Consent, including without limitation, the amount of the Debenture Cash Payments consent (the "Exchange OfferRequisite Consent") of a majority in principal amount of outstanding Debentures, as set forth in Schedule 5.9 (the "Majority Covenants"). The Exchange Offer shall be on the basis that each holder of Debentures accepting the New Debentures in exchange for such holder's Debentures must grant a consent in respect of the Debenture Holders Required Consent. In connection with the foregoing, the parties shall undertake the following transactions: (a) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CRC, in consultation with NSC and CSX, shall prepare a consent solicitation, which consent solicitation shall form part of the Registration Statement, to seek the Debenture Holders Required Consent in connection with the Distribution and certain other transactions contemplated hereby and to the execution of the Supplemental Indenture. CRC shall comply with all applicable laws or regulations in connection with the Debenture Consent Solicitation. (b) Subject The Tender Offer shall be commenced as promptly as practicable following the date of Amendment No. 1, and, in any event, within three days following such date (the "Third Day"). Except as may be required by law, the Company shall not extend the consent date or expiration date of, or amend or waive any terms or conditions of, the Tender Offer, or deem any condition thereof not to the satisfaction of the conditions set forth be satisfied, without Parent's prior written consent (in Section 5.2 hereofits sole discretion), provided that, on any scheduled consent date under the Distribution DateTender Offer prior to November 25, CRC shall execute and deliver 1998, the Supplemental Indenture and Company may extend such other necessary documents and request consent date, for one business day, if on such consent date the Trustee to execute the same. The parties agree to execute and deliver all reasonable and necessary opinions, officer's certificates and other documents in connection with the execution of the Supplemental IndentureRequisite Consent has not been received. (c) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will promptly prepare and cause to be filed with the SEC, Registration Statements offering to exchange for each $1,000.00 principal amount of each series of the Debentures $580.00 principal amount of the corresponding series of New Debentures to be issued by PRR Newco (the "PRR Newco Debentures") and $420.00 principal amount of the corresponding series of New Debentures to be issued by NYC Newco (the "NYC Newco Debentures"), subject to the treatment of fractional interests. The PRR Newco Debentures shall be fully and unconditionally guaranteed by NSR and the NYC Newco Debentures shall be fully and unconditionally guaranteed by CSXT. CSXT and NSR shall execute and deliver the NYC Newco Indenture and the PRR Newco Indenture, respectively, setting forth their respective guarantee obligations on the Distribution Date and any other necessary documents ancillary thereto and shall request the respective trustees to execute the same. Upon completion of the mergers set forth in Section 2.1(j), the NYC Newco Debentures shall be assumed by and shall become the primary obligations of CSXT and the PRR Newco Debentures shall be assumed by and shall become the primary obligations of NSR. The respective guarantee obligations of CSXT and NSR shall automatically cease to exist upon completion of the mergers described in Section 2.1(j). Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, NSC and CSX shall ensure that CRC has sufficient cash to make, and CRC shall make, the Debenture Cash Payments at the Closing. The Exchange Offer will be registered under the Securities Act on the appropriate form of Registration Statement and shall comply with all applicable rules and regulations under the Exchange Act and with all other applicable laws. As a result of such Exchange Offer and Debenture Consent Solicitation, the parties hereto agree to make such additional filings pursuant to the Securities Act or the Exchange Act as are necessary or appropriate. The parties shall also take all such action as may be necessary or appropriate under state securities or "Blue Sky" laws All documentation delivered in connection with the transactions Tender Offer shall be acceptable to Parent (in its sole discretion), and Parent shall be provided all such documentation sufficiently in advance of the anticipated date of use of such documentation to meaningfully review and comment on such documentation. The Company shall provide Parent with (i) opinions of North Carolina and New York counsel to the Company, addressed to both the Company and Parent, in form and substance satisfactory to Parent (in its sole discretion) and as set forth in Schedule 5.9 hereto respecting the commencement and consummation of the Tender Offer and the execution and delivery of the Supplemental Indenture and (ii) reliance letters permitting Parent and the Company to rely on any legal opinions or certificates delivered in connection therewith. (d) If the Tender Offer is commenced (x) upon the receipt of the Requisite Consent, the Company shall execute and use its best efforts to cause the Trustee to execute, the Supplemental Indenture at the Consent Time (as defined in the Tender Offer) and (y) upon the expiration of the period for tendering Debentures under the Tender Offer, if the conditions to consummation of the Tender Offer have been satisfied, the Company shall accept for payment and purchase all Debentures validly tendered thereunder and shall deliver such Debentures to the Trustee under the Indenture for cancellation. (e) Promptly following the expiration of the period for tendering Debentures under the Tender Offer without Debentures being purchased thereunder, or upon the Third Day if the Tender Offer shall not have been commenced by such day, the Company shall make the deposit (the "Deposit") contemplated by this AgreementSection 6.1A(1) of the Indenture and shall use its best efforts to satisfy all other conditions to the covenant defeasance provisions of Sections 6.1 and 6.1A of the Indenture so that such covenant defeasance shall become effective with respect to all Debentures as promptly as practicable thereafter. SECTION 4. Section 6.2(k) of the Original Merger Agreement is amended and restated in its entirety to read as follows:

Debentures. The parties intend (a) Subject to seek the Debenture Holders Required Consent in connection with, and to permitcompliance with this Section 5.9, the Distribution Company may, at its election, commence a tender offer and certain of the other transactions contemplated hereby. It is the intent of the parties that, in connection with obtaining such consent, prior to the Closing, CRC will conduct a consent solicitation to seek the Debenture Holders Required Consent (as amended from time to time, the "Debenture Consent SolicitationTender Offer") and, in connection therewith, prior to purchase the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will conduct an offer to exchange New Company's outstanding 9 3/8% Debentures initially issued by each of NYC Newco and PRR Newco for due 2006 (the Debentures "Debentures") on the terms and subject to the conditions set forth herein and/or on such other terms in Schedule 5.9 hereto, which shall effect the deletion of substantially all of the covenants in the related Indenture, dated as of April 1, 1996, as amended by the First Supplemental indenture thereto, dated as of April 1, 1996 (as so amended, the "Indenture"), which may be agreed by CRC, NSC and CSX as necessary or appropriate in order to facilitate obtaining deleted therefrom with the Debenture Holders Required Consent, including without limitation, the amount of the Debenture Cash Payments consent (the "Exchange OfferRequisite Consent") of a majority in principal amount of outstanding Debentures, as set forth in Schedule 5.9 (the "Majority Covenants"). The Exchange Offer shall be on the basis that each holder of Debentures accepting the New Debentures in exchange for such holder's Debentures must grant a consent in respect of the Debenture Holders Required Consent. In connection with the foregoing, the parties shall undertake the following transactions: (a) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CRC, in consultation with NSC and CSX, shall prepare a consent solicitation, which consent solicitation shall form part of the Registration Statement, to seek the Debenture Holders Required Consent in connection with the Distribution and certain other transactions contemplated hereby and to the execution of the Supplemental Indenture. CRC shall comply with all applicable laws or regulations in connection with the Debenture Consent Solicitation. (b) Subject The Tender Offer shall be commenced as promptly as practicable following the date of Amendment No. 1, and, in any event, within three days following such date (the "Third Day"). Except as may be required by law, the Company shall not extend the consent date or expiration date of, or amend or waive any terms or conditions of, the Tender Offer, or deem any condition thereof not to the satisfaction of the conditions set forth be satisfied, without Parent's prior written consent (in Section 5.2 hereofits sole discretion), provided that, on any scheduled consent date under the Distribution DateTender Offer prior to November 25, CRC shall execute and deliver 1998, the Supplemental Indenture and Company may extend such other necessary documents and request consent date, for one business day, if on such consent date the Trustee to execute the same. The parties agree to execute and deliver all reasonable and necessary opinions, officer's certificates and other documents in connection with the execution of the Supplemental IndentureRequisite Consent has not been received. (c) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will promptly prepare and cause to be filed with the SEC, Registration Statements offering to exchange for each $1,000.00 principal amount of each series of the Debentures $580.00 principal amount of the corresponding series of New Debentures to be issued by PRR Newco (the "PRR Newco Debentures") and $420.00 principal amount of the corresponding series of New Debentures to be issued by NYC Newco (the "NYC Newco Debentures"), subject to the treatment of fractional interests. The PRR Newco Debentures shall be fully and unconditionally guaranteed by NSR and the NYC Newco Debentures shall be fully and unconditionally guaranteed by CSXT. CSXT and NSR shall execute and deliver the NYC Newco Indenture and the PRR Newco Indenture, respectively, setting forth their respective guarantee obligations on the Distribution Date and any other necessary documents ancillary thereto and shall request the respective trustees to execute the same. Upon completion of the mergers set forth in Section 2.1(j), the NYC Newco Debentures shall be assumed by and shall become the primary obligations of CSXT and the PRR Newco Debentures shall be assumed by and shall become the primary obligations of NSR. The respective guarantee obligations of CSXT and NSR shall automatically cease to exist upon completion of the mergers described in Section 2.1(j). Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, NSC and CSX shall ensure that CRC has sufficient cash to make, and CRC shall make, the Debenture Cash Payments at the Closing. The Exchange Offer will be registered under the Securities Act on the appropriate form of Registration Statement and shall comply with all applicable rules and regulations under the Exchange Act and with all other applicable laws. As a result of such Exchange Offer and Debenture Consent Solicitation, the parties hereto agree to make such additional filings pursuant to the Securities Act or the Exchange Act as are necessary or appropriate. The parties shall also take all such action as may be necessary or appropriate under state securities or "Blue Sky" laws All documentation delivered in connection with the transactions Tender Offer shall be acceptable to Parent (in its sole discretion), and Parent shall be provided all such documentation sufficiently in advance of the anticipated date of use of such documentation to meaningfully review and comment on such documentation. The Company shall provide Parent with (i) opinions of North Carolina and New York counsel to the Company, addressed to both the Company and Parent, in form and substance satisfactory to Parent (in its sole discretion) and as set forth in Schedule 5.9 hereto respecting the commencement and consummation of the Tender Offer and the execution and delivery of the Supplemental Indenture and (ii) reliance letters permitting Parent and the Company to rely on any legal opinions or certificates delivered in connection therewith. (d) If the Tender Offer is commenced (x) upon the receipt of the Requisite Consent, the Company shall execute and use its best efforts to cause the -3- Trustee to execute, the Supplemental Indenture at the Consent Time (as defined in the Tender Offer) and (y) upon the expiration of the period for tendering Debentures under the Tender Offer, if the conditions to consummation of the Tender Offer have been satisfied, the Company shall accept for payment and purchase all Debentures validly tendered thereunder and shall deliver such Debentures to the Trustee under the Indenture for cancellation. (e) Promptly following the expiration of the period for tendering Debentures under the Tender Offer without Debentures being purchased thereunder, or upon the Third Day if the Tender Offer shall not have been commenced by such day, the Company shall make the deposit (the "Deposit") contemplated by this AgreementSection 6.1A(1) of the Indenture and shall use its best efforts to satisfy all other conditions to the covenant defeasance provisions of Sections 6.1 and 6.1A of the Indenture so that such covenant defeasance shall become effective with respect to all Debentures as promptly as practicable thereafter. SECTION 4. Section 6.2(k) of the Original Merger Agreement is amended and restated in its entirety to read as follows: