FIRST SUPPLEMENTAL INDENTURE
between
NORFOLK SOUTHERN CORPORATION
and
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
Dated as of May 19, 1997
FIRST SUPPLEMENTAL INDENTURE, dated as of May 19, 1997
(the "First Supplemental Indenture"), between Norfolk Southern
Corporation, a Virginia corporation (the "Corporation"), and
First Trust of New York, National Association, as successor
trustee (the "Trustee"), under the Indenture, dated as of January
15, 1991 between the Corporation and the Trustee (the "Base
Indenture").
WHEREAS, the Corporation executed and delivered the
Base Indenture to the Trustee to provide for the future issuance
of the Corporation's unsecured debt securities to be issued from
time to time in one or more series as might be determined by the
Corporation under the Base Indenture, in an unlimited aggregate
principal amount which may be authenticated and delivered as
provided in the Base Indenture;
WHEREAS, pursuant to the terms of the Base Indenture,
the Corporation desires to provide for the establishment of eight
new series of its Securities to be known as its 6.70% Notes due
2000 (the "2000 Notes"), the 6.875% Notes due 2001 (the "2001
Notes"), the 6.95% Notes due 2002 (the "2002 Notes"), the 7.35%
Notes due 2007 (the "2007 Notes"), the 7.70% Notes due 2017 (the
"2017 Notes"), the 7.80% Notes due 2027 (the "2027 Notes"), the
7.05% Notes due 2037 (the "2037 Notes") and the 7.90% Notes due
2097 (the "2097 Notes" and, together with the 2000 Notes, the
2001 Notes, the 2002 Notes, the 2007 Notes, the 2017 Notes, the
2027 Notes and the 2037 Notes, the "Notes"), the form and
substance of each such series of Notes and the terms, provisions
and conditions thereof to be set forth as provided in the Base
Indenture and this First Supplemental Indenture;
WHEREAS, (a) the Corporation has requested that the
Trustee execute and deliver this First Supplemental Indenture
pursuant to Sections 301 and 801 of the Base Indenture, (b) all
requirements necessary to make this First Supplemental Indenture
a valid instrument in accordance with its terms, and to make the
Notes, when executed by the Corporation and authenticated and
delivered by the Trustee, the valid obligations of the
Corporation, have been performed, and (c) the execution and
delivery of this First Supplemental Indenture has been duly
authorized in all respects:
NOW THEREFORE, in consideration of the purchase and
acceptance of the Notes by the Holders thereof, and for the
purpose of setting forth, as provided in the Base Indenture, the
form and substance of the Notes and the terms, provisions and
conditions thereof, the Corporation covenants and agrees with the
Trustee as follows:
ARTICLE I
DEFINITIONS
SECTION 101 Definition of Terms.
Unless the context otherwise requires:
(a) a term defined in the Base Indenture has the same
meaning when used in this First Supplemental Indenture;
(b) a term defined anywhere in this First Supplemental
Indenture has the same meaning throughout this First Supplemental
Indenture;
(c) the singular includes the plural and vice versa;
(d) a reference to a Section or Article is to a
Section or Article of this First Supplemental Indenture;
(e) headings are for convenience of reference only and
do not affect interpretation;
(f) the following terms have the meanings given to
them in this Section 101(f):
"Capital Lease Obligation" means any obligation
arising out of any lease of property which are required to be
classified and accounted for by the lessee as a capitalized lease
on a balance sheet of such lessee under generally accepted
accounting principles.
"Comparable Treasury Issue" means the United States
Treasury security selected by the Independent Investment Banker
as having a maturity most comparable to the remaining term of the
2017 Notes, the 2027 Notes, the 2037 Notes or the 2097 Notes, as
the case may be, that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to
the remaining term of the 2017 Notes, the 2027 Notes, the 2037
Notes or the 2097 Notes, as the case may be.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third business day
preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30
p.m. Quotations for US Government Securities" or (ii) if such
release (or any successor release) is not published or does not
contain such prices on such business day, the average of the
Reference Treasury Dealer Quotations for such redemption date.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 5:00 p.m., New York,
New York time, on the third business day preceding such
redemption date.
"Consolidated Net Tangible Assets" means, at any date,
the total assets appearing on the most recent consolidated
balance sheet of the Corporation and Restricted Subsidiaries as
at the end of the fiscal quarter of the Corporation ending not
more than 135 days prior to such date, prepared in accordance
with generally accepted accounting principles, less (i) all
current liabilities (due within one year) as shown on such
balance sheet, (ii) applicable reserves, (iii) investments in and
advances to Securitization Subsidiaries and Subsidiaries of
Securitization Subsidiaries that are consolidated on the
consolidated balance sheet of the Corporation and its
Subsidiaries, and (iv) Intangible Assets and liabilities relating
thereto.
"Depositary", with respect to the Notes, means The
Depository Trust Company or any successor thereto.
"Funded Debt" means (i) any indebtedness of a
Restricted Subsidiary maturing more than 12 months after the time
of computation thereof, (ii) guarantees by a Restricted
Subsidiary of Funded Debt or of dividends of others (except
guarantees in connection with the sale or discount of accounts
receivable, trade acceptances and other paper arising in the
ordinary course of business), (iii) all preferred stock of such
Restricted Subsidiary, and (iv) all Capital Lease Obligations of
a Restricted Subsidiary.
"Global Note" shall have the meaning set forth in
Section 203.
"Indebtedness" means, at any date, without duplication,
(i) all obligations for borrowed money of a Restricted Subsidiary
or any other indebtedness of a Restricted Subsidiary, evidenced
by bonds, debentures, notes or other similar instruments, and
(ii) Funded Debt, except such obligations and other indebtedness
of a Restricted Subsidiary and Funded Debt, if any, incurred as a
part of a Securitization Transaction.
"Independent Investment Banker" means X.X. Xxxxxx
Securities Inc. or Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated or, if such firm is unwilling or unable to select
the Comparable Treasury Issue, an independent investment banking
institution of national standing in the United States appointed
by the Trustee after consultation with the Corporation.
"Intangible Assets" means at any date, the value (net
of any applicable reserves) as shown on or reflected in the most
recent consolidated balance sheet of the Corporation and the
Restricted Subsidiaries as at the end of the fiscal quarter of
the Corporation ending not more than 135 days prior to such date,
prepared in accordance with generally accepted accounting
principles, of : (i) all trade names, trademarks, licenses,
patents, copyrights, service marks, goodwill and other like
intangibles; (ii) organizational and development costs; (iii)
deferred charges (other than prepaid items, such as insurance,
taxes, interest, commissions, rents, deferred interest waiver,
compensation and similar items and tangible assets being
amortized); and (iv) unamortized debt discount and expense, less
unamortized premium.
"Liens" means such pledges, mortgages, security
interests and other liens, including purchase money liens, on
property of the Corporation or any Restricted Subsidiary which
secure Funded Debt.
"Obligation" shall mean any indebtedness for money
borrowed or indebtedness evidenced by a bond, note, debenture or
other evidence of indebtedness.
"Principal Subsidiary" shall mean Norfolk Southern
Railway Company and North American Van Lines, Inc.
"Purchase Money Lien" shall mean any mortgage, pledge,
lien, encumbrance, charge or security interest of any kind upon
any indebtedness of any Principal Subsidiary acquired after the
date any Notes are first issued if such Purchase Money Lien is
for the purpose of financing, and does not exceed, the cost to
the Corporation or any Subsidiary of acquiring the indebtedness
of such Principal Subsidiary and such financing is effected
concurrently with, or within 180 days after, the date of such
acquisition.
"Receivables" mean any right of payment from or on
behalf of any obligor, whether constituting an account, chattel
paper, instrument, general intangible or otherwise, arising,
either directly or indirectly, from the financing by the
Corporation or any Subsidiary of the Corporation of property or
services, monies due thereunder, security interests in the
property and services financed thereby and any and all other
related rights.
"Reference Treasury Dealer" means each of X.X. Xxxxxx
Securities Inc. and Xxxxxxx Xxxxx Government Securities Inc. and
their respective successors; provided, however, that if one of
the foregoing ceases to be a primary U.S. Government securities
dealer in New York, New York (a "Primary Treasury Dealer") or
otherwise fails to provide a Reference Treasury Dealer Quotation,
the Corporation will substitute therefor another Primary Treasury
Dealer.
"Restricted Subsidiary" means each Subsidiary of the
Corporation other than Securitization Subsidiaries and
Subsidiaries of Securitization Subsidiaries.
"Securitization Subsidiary" means a Subsidiary of the
Corporation (i) which is formed for the purpose of effecting one
or more Securitization Transactions and engaging in other
activities reasonably related thereto and (ii) as to which no
portion of the Indebtedness or any other obligations of which (a)
is guaranteed by any Restricted Subsidiary, or (b) subjects any
property or assets of any Restricted Subsidiary, directly or
indirectly, contingently or otherwise, to any lien, other than
pursuant to representations, warranties and covenants (including
those related to servicing) entered into in the ordinary course
of business in connection with a Securitization Transaction and
intercompany notes and other forms of capital or credit support
relating to the transfer or sale of Receivables or asset-backed
securities to such Securitization Subsidiary and customarily
necessary or desirable in connection with such transactions.
"Securitization Transaction" means any transaction or
series of transactions that have been or may be entered into by
the Corporation or any of its Subsidiaries in connection with or
reasonably related to a transaction or series of transactions in
which the Corporation or any of its Subsidiaries may sell, convey
or otherwise transfer to (i) a Securitization Subsidiary or (ii)
any other Person, or may grant a security interest in, any
Receivables or asset-backed securities or interest therein
(whether such Receivables or securities are then existing or
arising in the future) of the Corporation or any of its
Subsidiaries, and any assets related thereto, including, without
limitation, all security interests in the property or services
financed thereby, the proceeds of such Receivables or asset-
backed securities and any other assets which are sold in respect
of which security interests are granted in connection with
securitization transactions involving such assets.
"Subsidiary" shall mean an entity a majority of the
outstanding voting stock of which is owned, directly or
indirectly, by the Corporation or one or more subsidiaries, but
does not include Conrail Inc.
"Tax Event" means that the Corporation shall have
received the written opinion of a nationally recognized
independent tax counsel to the effect that, on or after the date
of the issuance of the 2097 Notes, as a result of (a) any
amendment to, clarification of, or change in any law, or any
regulation thereunder, of the United States, (b) any judicial
decision, official administrative pronouncement, ruling,
regulatory procedure, including any notice or announcement of
intent to adopt or promulgate any ruling, regulatory procedure or
regulation (an "Administrative or Judicial Action"), or (c) any
amendment to, clarification of, or change in the official
position with respect to or any interpretation of such
Administrative or Judicial Action that differs from the
theretofore generally accepted position, in each case, on or
after, the date of the issuance of the 2097 Notes, such change in
tax laws or regulations creates a more than insubstantial risk
that interest paid by the Corporation on the 2097 Notes is not,
or will not be, deductible, in whole or in part, by the Company
for United States federal income tax purposes.
"Treasury Yield" means, with respect to any redemption
date, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a
price of the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price
for such redemption date.
"Underwriting Agreement" shall mean the Underwriting
Agreement, dated May 14, 1997, of the Corporation, together with
the Pricing Agreement, dated May 14, 1997, among the Corporation
and X.X. Xxxxxx & Co., Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx, PaineWebber Incorporated and Xxxxxxxxx,
Lufkin & Xxxxxxxx Securities Corporation for themselves and as
Representatives of the several Underwriters named therein.
ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE NOTES
SECTION 201 Designation and Principal Amount.
There is hereby authorized eight series of Securities
designated the 6.70% Notes due 2000, the 6.875% Notes due 2001,
the 6.95% Notes due 2002, the 7.35% Notes due 2007, the 7.70%
Notes due 2017, the 7.80% Notes due 2027, the 7.05% Notes due
2037 and the 7.90% Notes due 2097, limited in aggregate principal
amount to $4,300,000,000, in an amount or amounts and registered
in the names of such Persons as shall be set forth in any written
order of the Corporation for the authentication and delivery of
Notes pursuant to Section 303 of the Base Indenture.
SECTION 202 Place of Payment; Security Register for Notes.
The Corporation selects New York, New York as the Place of
Payment for the Notes and hereby appoints the Trustee as Security
Registrar for the Notes.
SECTION 203 Global Note.
(a) Each series of Notes shall be issued in the form
of one or more global Notes in an aggregate principal amount
equal to the aggregate principal amount of all outstanding Notes
of such series (each, a "Global Note"), to be registered in the
name of the Depositary, or its nominee, and delivered by the
Trustee to or upon the order of the Depositary for crediting to
the accounts of its participants pursuant to the instructions of
the Corporation. The Corporation upon any such presentation
shall execute one or more Global Notes in such aggregate
principal amount and deliver the same to the Trustee for
authentication and delivery in accordance with the Base Indenture
and this First Supplemental Indenture. Payments on Notes issued
as one or more Global Notes will be made to the Depositary.
(b) A Global Note may be transferred, in whole but not
in part, only to another nominee of the Depositary, or to a
successor Depositary selected or approved by the Corporation or
to a nominee of such successor Depositary.
SECTION 204 Interest.
(a) Each 2000 Note will bear interest at the 2000 Note
Interest Rate (as defined below); each 2001 Note will bear
interest at the 2001 Note Interest Rate (as defined below); each
2002 Note will bear interest at the 2002 Note Interest Rate (as
defined below); each 2007 Note will bear interest at the 2007
Note Interest Rate (as defined below); each 2017 Note will bear
interest at the 2017 Note Interest Rate (as defined below); each
2027 Note will bear interest at the 2027 Note Interest Rate (as
defined below); each 2037 Note will bear interest of the 2037
Note Interest Rate (as defined below) and each 2097 Note will
bear interest at the 2097 Note Interest Rate (as defined below),
in each case from May 19, 1997 until the principal thereof
becomes due and payable. Interest on the 2000 Notes, the 2001
Notes, the 2002 Notes and the 2037 Notes will be payable semi-
annually in arrears on May 1 and November 1 of each year,
commencing May 19, 1997, to the Person in whose name any such
Note or any predecessor Note is registered, at the close of
business on the regular record date for such interest
installment, which, in the case of a Global Note, shall be the
close of business on the April 15 and October 15 next preceding
such Interest Payment Date. Interest on the 2007 Notes, the 2017
Notes, the 2027 Notes and the 2097 Notes will be payable semi-
annually in arrears on May 15 and November 15 of each year,
commencing May 19, 1997, to the Person in whose name any such
Note or any predecessor Note is registered, at the close of
business on the regular record date for such interest
installment, which, in the case of a Global Note, shall be the
close of business on the May 1 and November 1 next preceding such
Interest Payment Date. Notwithstanding the foregoing sentence,
if the Notes are no longer in book-entry only form, the regular
record dates for the 2000 Notes, the 2001 Notes, the 2002 Notes
and the 2037 Notes shall be the April 15 and October 15 prior to
the applicable Interest Payment Date and the Regular Record dates
for the 2007 Notes, the 2017 Notes, the 2027 Notes and the 2097
Notes will be the May 1 and November 1 prior to the applicable
Interest Payment Date.
(b) The interest rate in respect of the 2000 Notes
will be 6.70% per annum (the "2000 Note Interest Rate"). The
interest rate in respect of the 2001 Notes will be 6.875% per
annum (the "2001 Note Interest Rate"). The interest rate in
respect of the 2002 Notes will be 6.95% per annum (the "2002 Note
Interest Rate"). The interest rate in respect of the 2007 Notes
will be 7.35% per annum (the "2007 Note Interest Rate"). The
interest rate in respect of the 2017 Notes will be 7.70% per
annum (the "2017 Note Interest Rate"). The interest rate in
respect of the 2027 Notes will be 7.80% per annum (the "2027 Note
Interest Rate"). The interest rate in respect of the 2037 Notes
will be 7.05% per annum (the "2037 Note Interest Rate"). The
interest rate in respect of the 2097 Notes will be 7.90% per
annum (the "2097 Note Interest Rate").
(c) In the event that any date on which interest is
payable on the Notes is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding
day which is a Business Day, with the same force and effect as if
made on such date, and no interest shall accrue on the amount so
payable from the period from and after such Interest Payment Date
or Maturity Date, as the case may be (each date on which interest
is actually payable, an "Interest Payment Date").
ARTICLE III
COVENANTS
SECTION 301 Limitation on Liens on Stock or Indebtedness of
Principal Subsidiaries.
(a) For so long as any Notes issued pursuant to this
First Supplemental Indenture are Outstanding, the Corporation
will not, nor will it permit any Subsidiary to, create, assume,
incur or suffer to exist any mortgage, pledge, lien, encumbrance,
charge or security interest of any kind, other than a Purchase
Money Lien, upon any stock or indebtedness, whether owned on the
date any Notes are first issued or thereafter acquired, of any
Principal Subsidiary, to secure any Obligation (other than the
Notes) of the Corporation, any Subsidiary or any other person,
without in any such case making effective provision whereby all
of the outstanding Notes shall be directly secured equally and
ratably with such Obligation. This restriction does not apply to
any mortgage, pledge, lien, encumbrance, charge or security
interest on any stock or indebtedness of a corporation existing
at the time such corporation becomes a Subsidiary. This
provision does not restrict any other property of the Corporation
or its Subsidiaries. This provision does not restrict the sale by
the Corporation or any Subsidiary of any stock or indebtedness of
any Subsidiary.
SECTION 302 Limitations on Funded Debt.
For so long as any Notes issued pursuant to this First
Supplemental Indenture are Outstanding, the Corporation will not
permit any Restricted Subsidiary to incur, issue, guarantee or
create any Funded Debt unless, after giving effect thereto, the
sum of the aggregate amount of all outstanding Funded Debt of the
Restricted Subsidiaries would not exceed an amount equal to 15%
of Consolidated Net Tangible Assets.
The limitation on Funded Debt will not apply to, and there
will be excluded from Funded Debt in any computation under such
restriction, Funded Debt secured by: (i) Liens on real or
physical property of any corporation existing at the time such
corporation becomes a Subsidiary; (ii) Liens on real or physical
property existing at the time of acquisition thereof incurred
within 180 days of the time of acquisition thereof (including,
without limitation, acquisition through merger or consolidation)
by the Corporation or any Restricted Subsidiary; (iii) Liens on
real or physical property thereafter acquired (or constructed) by
the Corporation or any Restricted Subsidiary and created prior
to, at the time of, or within 270 days after such acquisition
(including, without limitation, acquisition through merger or
consolidation) (or the completion of such construction or
commencement of commercial operation of such property, whichever
is later) to secure or provide for the payment of all or any part
of the purchase price (or the construction price) thereof; (iv)
Liens in favor of the Corporation or any Restricted Subsidiary;
(v) Liens in favor of the United States of America, any State
thereof or the District of Columbia, or any agency, department or
other instrumentality thereof, to secure partial, progress,
advance or other payments pursuant to any contract or provisions
of any statute, (vi) Liens incurred or assumed in connection with
the issuance of revenue bonds the interest on which is exempt
from Federal Income taxation pursuant to Section 103(b) of the
Internal Revenue Code of 1954, as amended; (vii) Liens securing
the performance of any contract or undertaking not directly or
indirectly in connection with the borrowing of money, the
obtaining of advances or credit or the securing of Funded Debt,
if made and continuing in the ordinary course of business; (viii)
Liens incurred (no matter when created) in connection with the
Corporation's or a Restricted Subsidiary's engaging in leveraged
or single-investor lease transaction; provided, however, that the
instrument creating or evidencing any borrowings secured by such
Lien will provide that such borrowings are payable solely out of
the income and proceeds of the property subject to such Lien and
are not a general obligation of the Corporation or such
Restricted Subsidiary; (ix) Liens under workers' compensation
laws, unemployment insurance laws or similar legislation, or good
faith deposits in connection with bids, tenders, contracts or
deposits to secure public or statutory obligations of the
Corporation or any Restricted Subsidiary, or deposits of cash or
obligations of the United States of America to secure surety,
repletion and appeal bonds to which the Corporation or any
Restricted Subsidiary is a party or in lieu of such bonds, or
pledges or deposits for similar purposes in the ordinary course
of business, or Liens imposed by law, such as laborers' or other
employees', carriers', warehousemen's, mechanics', materialmen's
and vendors' Liens and Liens arising out of judgments or awards
against the Corporation or any Restricted Subsidiary with respect
to which the Corporation or such Restricted Subsidiary at the
time shall be prosecuting an appeal or proceedings for review and
with respect to which it shall have secured a stay of execution
pending such appeal or proceedings for review, or Liens for taxes
not yet subject to penalties for nonpayment or the amount or
validity of which is being in good faith contested by appropriate
proceedings by the Corporation or any Restricted Subsidiary, as
the case may be, or minor survey exceptions, minor encumbrances,
easement or reservations of, or rights of others for, rights of-
way, sewers, electric lines, telegraph and telephone lines and
other similar purposes, or zoning or other restrictions or Liens
as the use of real properties which Liens, exceptions,
encumbrances, easements, reservations, rights and restrictions do
not, in the opinion of the Corporation, in the aggregate
materially detract from the value of said properties or material
impair their use in the operation of the business of the
Corporation and its Restricted Subsidiaries; (x) Liens incurred
to finance construction, alteration or repair of any real or
physical property and improvements thereto prior to or within 270
days after completion of such construction, alteration or repair;
(xi) Liens incurred (no matter when created) in connection with a
Securitization Transaction; (xii) Liens on property (or any
Receivable arising in connection with the lease thereof) acquired
by the Corporation or a Restricted Subsidiary through
repossession, foreclosure or liens proceeding and existing at the
time of the repossession, foreclosure, or like proceeding; (xiii)
Liens on deposits of the Corporation or a Restricted Security
with banks (in the aggregate, not exceeding $30 million), in
accordance with customary banking practice, in connection with
the providing by the Corporation or a Restricted Subsidiary of
financial accommodations to any Person in the ordinary course of
business; or (xiv) any extension, renewal, refunding or
replacement of the foregoing.
ARTICLE IV
REDEMPTION OF THE NOTES
SECTION 401 2000 Notes, 2001 Notes, 2002 Notes and 2007 Notes
Not Redeemable.
The 2000 Notes, 2001 Notes, 2002 Notes and 2007 Notes
are not redeemable prior to maturity.
SECTION 402 Redemption of 2017 Notes, 2027 Notes, 2037 Notes
and 2097 Notes at the Option of the Corporation.
(a) The 2017 Notes, the 2027 Notes and the 2097 Notes,
at any time from their date of issuance, and the 2037 Notes, at
any time on or after May 2, 2004, are redeemable, in whole or in
part, at the option of the Corporation, upon not less than (i) 45
days notice to the Trustee (unless a shorter time shall be
acceptable to the Trustee for its convenience) and (ii) 30 nor
more than 60 days prior written notice at a redemption price as
evidenced by an Officer's Certificate of the Corporation equal to
the greater of (i) 100% of their principal amount or (ii) the sum
of the present values of the remaining scheduled payments of
principal and interest thereon discounted, on a semi-annual
basis, at the Treasury Yield plus 20 basis points, together with
the accrued interest to the date of redemption; provided,
however, that interest installments due on an Interest Payment
Date which is on or prior to the date of redemption will be
payable to those Holders who are Holders of record of such Notes
(or one or more predecessor Notes) as of the close of business on
the regular record date preceding such Interest Payment Date.
(b) If the 2017 Notes, the 2027 Notes, the 2037 Notes
or the 2097 Notes are only partially redeemed pursuant to this
Section 402, such Notes will be redeemed pro rata or by lot or by
any other method utilized by the Security Registrar; provided,
that if at the time of redemption the Notes are registered as a
Global Note, the Depositary shall determine, in accordance with
its procedures, the principal amount of such Notes beneficially
held by each Holder of Notes to be redeemed.
SECTION 403 Redemption of 2037 Notes on May 1, 2004 at the
Option of the Holders Thereof.
(a) On May 1, 2004, or if such date is not a Business
Day, then the next succeeding Business Day (the "Redemption
Date"), each Holder of 2037 Notes will have the right (the
"Redemption Right") to require the Corporation to redeem all or
any part (equal to $1,000 or an integral multiple thereof) of
such Holder's 2037 Notes for cash at a purchase price equal to
100% of the aggregate principal amount thereof plus accrued and
unpaid interest thereon to the Redemption Date.
(b) On or prior to February 15, 2004, the Corporation
will mail a notice to each Holder of 2037 Notes stating that (a)
in order for a Holder of 2037 Notes to exercise the Redemption
Right, the Holder must surrender the 2037 Notes in respect of
which the Redemption Right is being exercised, together with the
form entitled "Option of Holder to Elect Redemption on May 1,
2004" on the reverse of the 2037 Notes, duly completed, or
transfer such 2037 Notes by book-entry, to the Trustee during the
period from March 1, 2004 and prior to 5:00 p.m., New York, New
York time on April 1, 2004 (or if such date is not a Business
Day, the next succeeding Business Day), (b) any election on the
part of a Holder to exercise the Redemption Right effected in
accordance with the foregoing shall be irrevocable on the part of
the Holder and may not be withdrawn; provided, that if the
Corporation shall have notified the Trustee on or after March 15,
2004 and prior to April 2, 2004 of its intention to exercise its
right of redemption under Section 402 hereof, the Holder's
Redemption Right may be revoked by such Holder upon written
notice to the Trustee received on or prior to April 23, 2004, (c)
Holders whose 2037 Notes are being redeemed only in part will be
issued new 2037 Notes equal in principal amount to the unredeemed
portion of the 2037 Notes surrendered, which unredeemed portion
must be equal to $1,000 in principal amount or an integral
multiple thereof, and (d) unless the Corporation defaults in the
payment of principal and accrued interest on the 2037 Notes will
cease to accrue on the Redemption Date. The Corporation will
comply with the requirements of Rule 14e-1 under the Securities
Exchange Act of 1934, as amended, and any other securities laws
and regulations thereunder to the extent such laws and
regulations are applicable to the redemption of the 2037 Notes
pursuant to the Redemption Right.
(c) On the Redemption Date, the Corporation will, to
the extent lawful, deposit with the Trustee an amount sufficient
to redeem all 2037 Notes or portions thereof being redeemed
(together with accrued interest). Failure by the Corporation to
redeem the 2037 Notes on the Redemption Date shall constitute an
Event of Default under the Base Indenture.
SECTION 404 Advancement of Stated Maturity of the 2097
Notes at the Option of the Corporation Upon the
Occurrence of a Tax Event
(a) Upon the occurrence of the Tax Event, the
Corporation shall have the right, without the consent of the
Holders of the 2097 Notes, to advance the Stated Maturity of all,
but not less than all, of the 2097 Notes to the extent required,
in the written opinion of a nationally recognized independent tax
counsel experienced in such matters, such that, after advancing
the Stated Maturity, interest paid on the 2097 Notes will be
deductible for United States federal income tax purposes.
(b) In the event that the Corporation elects to
exercise its right to advance the Stated Maturity of the 2097
Notes on the occurrence of a Tax Event, the Corporation shall
mail a notice of the advanced Stated Maturity to each Holder
hereof and to the Trustee in the manner provided in the Base
Indenture by first-class mail not more than 60 days after the
occurrence of such Tax Event, stating the new Stated Maturity of
the 2097 Notes. Such notice shall be effective immediately upon
mailing.
SECTION 405 No Sinking Fund.
The Notes are not entitled to the benefit of any
sinking fund.
ARTICLE V
FORMS OF NOTES
SECTION 501 Forms of Notes.
The 2000 Notes, the 2001 Notes, the 2002 Notes, 2007
Notes, the 2017 Notes, the 2027 Notes, the 2037 Notes and the
2097 Notes, along with the Trustee's Certificate of
Authentication to be endorsed thereon in each case, are to be
substantially in the forms attached hereto as Exhibits X, X, X,
X, X, X, X and H respectively.
ARTICLE VI
ORIGINAL ISSUE OF NOTES
SECTION 601 Original Issue of Notes.
Notes in the aggregate principal amount of
$4,300,000,000 may, upon execution of this First Supplemental
Indenture, be executed by the Corporation and delivered to the
Trustee for authentication as provided in Sections 301 and 303 of
the Base Indenture, in the maximum principal amount per series as
follows: 2000 Notes in a maximum amount of $400 million, 2001
Notes in a maximum amount of $200 million, 2002 Notes in a
maximum amount of $500 million, 2007 Notes in a maximum amount of
$750 million, 2017 Notes in a maximum amount of $550 million,
2027 Notes in a maximum amount of $800 million, 2037 Notes in a
maximum amount of $750 million and 2097 Notes in a maximum amount
of $350 million.
ARTICLE VII
MISCELLANEOUS
SECTION 701 Ratification of Base Indenture.
The Base Indenture, as supplemented by this First
Supplemental Indenture, is in all respects ratified and
confirmed, and this First Supplemental Indenture shall be deemed
part of the Base Indenture in the manner and to the extent herein
and therein provided.
SECTION 702 Trustee Not Responsible for Recitals.
The recitals herein contained are made by the
Corporation and not by the Trustee, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this First
Supplemental Indenture.
SECTION 703 Governing Law.
This First Supplemental Indenture and each Note shall
be construed in accordance with and governed by the laws of the
State of New York.
SECTION 704 Separability.
In case any one or more of the provisions contained in
this First Supplemental Indenture or in the Notes shall for any
reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall
not affect any other provisions of this First Supplemental
Indenture or of the Notes, but this First Supplemental Indenture
and the Notes shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or
therein.
SECTION 705 Counterparts.
This First Supplemental Indenture may be executed in
any number of counterparts each of which shall be an original;
but such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed and attested, as
of the day and year first above written.
NORFOLK SOUTHERN CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
___________________________
Name: Xxxxxxx X. Xxxxx
Title: Vice President and
Treasurer
Attest:
By: /s/ Xxxxxx X. Xxxxxx
____________________________
Name: Xxxxxx X. Xxxxxx
Title: Corporate Secretary
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxxxxx X. Xxxxxxx
__________________________
Name: Xxxxxxxxx X. Xxxxxxx
Title: Vice President
Attest:
By: /s/ Xxxxx Xxxxxxxx
______________________
Name: Xxxxx Xxxxxxxx
Title: Assistant Secretary
EXHIBIT A
(FORM OF FACE OF 2000 NOTE)
[IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note
is a Global Note within the meaning of the Base Indenture
hereinafter referred to and is registered in the name of a
Depositary or a nominee of a Depositary. This Note is
exchangeable for Notes registered in the name of a person other
than the Depositary or its nominee only in the limited
circumstances described in the Base Indenture, and no transfer of
this Note (other than a transfer of this Note as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.
Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York
Corporation ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.]
No. CUSIP No. 655844 AC 2
NORFOLK SOUTHERN CORPORATION
NOTE
DUE MAY 1, 2000
NORFOLK SOUTHERN CORPORATION, a corporation organized
under the laws of the Commonwealth of Virginia (herein called the
"Corporation", which term includes any successor corporation
under the Base Indenture hereinafter referred to), for value
received, hereby promises to pay to _____________________________
_________________________, or registered assigns, the principal
sum of _____________ Dollars ($___________) on May 1, 2000 and to
pay interest thereon from May 19, 1997, or from the most recent
interest payment date to which interest has been paid or duly
provided for, semi-annually in arrears on May 1 and November 1 of
each year, commencing November 1, 1997, at a rate of 6.70% per
annum until the principal hereof is paid or made available for
payment, and on any overdue principal and premium, if any, at a
rate of 6.70% per annum and (without duplication and to the
extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at a rate
of 6.70% per annum compounded semi-annually. The interest so
payable, and punctually paid or duly provided for, on any
Interest Payment Date (as defined below) shall be calculated as
provided in the Base Indenture. In the event that any date on
which interest is payable on this Note is not a Business Day,
then payment of interest payable on such date will be made on the
next succeeding day that is a Business Day, with the same force
and effect as if made on such date and no interest shall accrue
on the amount so payable from the period from and after such
Interest Payment Date or Maturity Date, as the case may be (each
date on which interest is actually payable, an "Interest Payment
Date"). The interest installment so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as
provided in the Base Indenture, be paid to the person in whose
name this Note (or one or more Predecessor Security, as defined
in said Base Indenture) is registered at the close of business on
the regular record date for such interest installment, which
shall be the close of business on the April 15 and October 15
next preceding such Interest Payment Date. Any such interest
installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holders on such
regular record date and may be paid to the Person in whose name
this Note (or one or more Predecessor Security) 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 registered Holders of Notes 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 on which the Notes
may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Base Indenture. The
principal of (and premium, if any) and the interest on this Note
shall be payable at the office or agency of the Trustee
maintained for that purpose in any coin or currency of the United
States of America that at the time of payment is legal tender for
payment of public and private debts; provided, however, that
payment of interest may be made, at the option of the Corporation
and upon prior notice to the Trustee, by check mailed to the
registered Holder at such address as shall appear in the Security
Register or by wire transfer to an account designated by a Holder
in writing not less than ten days prior to the date of payment.
The indebtedness evidenced by this Note is, to the
extent provided in the Base Indenture, equal in right of payment
with all other unsecured and unsubordinated indebtedness of the
Corporation, and this Note is issued subject to the provisions of
the Base Indenture and First Supplemental Indenture with respect
thereto. Each Holder of this Note, by accepting the same, agrees
to and shall be bound by such provisions, and authorizes and
directs the Trustee on his or her behalf to be bound by such
provisions. Each Holder hereof, by his or her acceptance hereof,
hereby waives all notice of the acceptance of the provisions
contained herein and in the Base Indenture and First Supplemental
Indenture by each holder of unsecured and unsubordinated
indebtedness of the Corporation, whether now outstanding or
hereafter incurred, and waives reliance by each such holder or
creditor upon said provisions.
This Note shall not be entitled to any benefit under
the Base Indenture hereinafter referred to, or be valid or become
obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by or on behalf of
the Trustee.
The provisions of this Note are continued on the
reverse side hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at this
place.
IN WITNESS WHEREOF, the Corporation has caused this
instrument to be executed.
NORFOLK SOUTHERN CORPORATION
By:__________________________
Name:
Title:
Attest:
By:___________________________________
Name:
Title: Secretary or Assistant Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Security of the series designated
therein referred to in the within-mentioned Base Indenture.
First Trust of New York, National Association,
as Trustee
By:__________________________
Authorized Officer
Dated:______________________
(FORM OF REVERSE OF NOTE)
This Note is one of a duly authorized series of
securities of the Corporation (herein sometimes referred to as
the "Security"), issued or to be issued in one or more series
under and pursuant to an Indenture dated as of January 15, 1991
(the "Base Indenture"), duly executed and delivered between the
Corporation and First Trust of New York, National Association, as
Trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture dated as of May 19, 1997 (the "First
Supplemental Indenture"), between the Corporation and the
Trustee, to which Base Indenture and First Supplemental Indenture
reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Corporation and the Holders of the
Security. By the terms of the Base Indenture, the Security are
issuable in series that may vary as to amount, date of maturity,
rate of interest and in other respects as provided in the Base
Indenture. This Security is one of the series designated on the
face hereof (the "Notes") and is limited in aggregate principal
amount as specified in said First Supplemental Indenture.
In case an Event of Default, as defined in the Base
Indenture, shall have occurred and be continuing, the principal
of all of the Notes may be declared due and payable, in the
manner, with the effect and subject to the conditions provided in
the Base Indenture.
The Base Indenture contains provisions permitting the
Corporation and the Trustee, with the consent of the Holders of
not less than a majority in aggregate principal amount of the
Outstanding Security of each series affected to execute
supplemental indentures for the purpose of adding any provisions
to the Base Indenture or of modifying in any manner the rights of
the Holders of the Security; provided, however, that no such
supplemental indenture shall (i) change the Stated Maturity of
the principal of, or any installment of interest (or premium, if
any) on, any Security, or reduce the principal amount thereof or
any premium payable upon the redemption thereof or the rate of
interest thereon, or to reduce the amount of 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 of the Base Indenture, or change any
Place of Payment where, or the coin or currency in which, any
Security (or premium, if any, thereon) or the interest thereon 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 case of redemption, on or after the
Redemption Date); or (ii) reduce the percentage in principal
amount of the Outstanding Security of any series, the Holders of
which are required to consent to any such supplemental indenture
or to waive certain defaults thereunder and their consequences
provided for in the Base Indenture; or (iii) modify any of the
provisions of the Base Indenture relating to supplemental
indentures or the waiver of defaults, except to increase any such
percentage or to provide that certain other provisions of the
Base Indenture cannot be modified or waived, without the consent
of the Holders of each Outstanding Security affected thereby.
The Base Indenture also contains provisions permitting the
Holders of not less than a majority in principal amount of the
Outstanding Security of any series affected thereby, on behalf of
all of the Holders of the Security of such series, to waive any
past Default under the Base Indenture, and its consequences,
except a Default in the payment of the principal of, premium, if
any, or interest on any of the Security of such series or a
Default in respect of a covenant or provision of the Base
Indenture which cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series
affected. Any such consent or waiver by the registered Holder of
this Note (unless revoked as provided in the Base Indenture)
shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Note and of any Note issued in
exchange therefor or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Note.
No reference herein to the Base Indenture or First
Supplemental Indenture and no provision of this Note or of the
Base Indenture or First Supplemental Indenture shall alter or
impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and
in the money herein prescribed.
As provided in the Base Indenture and subject to
certain limitations therein set forth, this Note is transferable
by the registered Holder hereof on the Security Register of the
Corporation, upon surrender of this Note for registration of
transfer at the office or agency of the Trustee in New York, New
York duly endorsed by the registered Holder hereof or accompanied
by a written instrument or instruments of transfer in form
satisfactory to the Corporation and the Security Registrar duly
executed by the registered Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of
this series of authorized denominations and for the same
aggregate principal amount will be issued to the designated
transferee or transferees.
No service charge will be made for any such transfer,
but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in relation
thereto.
Prior to due presentment of this Note for registration
of transfer of this Note, the Corporation, the Trustee, and any
agent of the Corporation or the Trustee may treat the registered
holder hereof as the owner hereof (whether or not this Note shall
be overdue) and neither the Corporation, the Trustee nor any such
agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the
principal of or the interest on this Note, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect
of the Base Indenture, against any incorporator, stockholder,
officer or director, past, present or future, as such, of the
Corporation or of any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and
released.
[The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof.] [This Global Note is exchangeable for Notes in
definitive form only under certain limited circumstances set
forth in the Base Indenture. Notes so issued are issuable only
in registered form without coupons in denominations of $1,000 and
any integral multiple thereof.] As provided in the Base
Indenture and subject to certain limitations herein and therein
set forth, Notes of this series [so issued] are exchangeable for
a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering
the same.
All terms used in this Note that are defined in the
Base Indenture or First Supplemental Indenture shall have the
meanings assigned to them therein.
THE BASE INDENTURE, THE FIRST SUPPLEMENTAL INDENTURE
AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.
EXHIBIT B
(FORM OF FACE OF 2001 NOTE)
[IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note
is a Global Note within the meaning of the Base Indenture
hereinafter referred to and is registered in the name of a
Depositary or a nominee of a Depositary. This Note is
exchangeable for Notes registered in the name of a person other
than the Depositary or its nominee only in the limited
circumstances described in the Base Indenture, and no transfer of
this Note (other than a transfer of this Note as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.
Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York
Corporation ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.]
No. CUSIP No. 655844 AG 3
NORFOLK SOUTHERN CORPORATION
NOTE
DUE MAY 1, 2001
NORFOLK SOUTHERN CORPORATION, a corporation organized
under the laws of the Commonwealth of Virginia (herein called the
"Corporation", which term includes any successor corporation
under the Base Indenture hereinafter referred to), for value
received, hereby promises to pay to _____________________________
_________________________, or registered assigns, the principal
sum of _____________ Dollars ($___________) on May 1, 2001 and to
pay interest thereon from May 19, 1997, or from the most recent
interest payment date to which interest has been paid or duly
provided for, semi-annually in arrears on May 1 and November 1 of
each year, commencing November 1, 1997, at a rate of 6.875% per
annum until the principal hereof is paid or made available for
payment, and on any overdue principal and premium, if any, at a
rate of 6.875% per annum and (without duplication and to the
extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at a rate
of 6.875% per annum compounded semi-annually. The interest so
payable, and punctually paid or duly provided for, on any
Interest Payment Date (as defined below) shall be calculated as
provided in the Base Indenture. In the event that any date on
which interest is payable on this Note is not a Business Day,
then payment of interest payable on such date will be made on the
next succeeding day that is a Business Day, with the same force
and effect as if made on such date and no interest shall accrue
on the amount so payable from the period from and after such
Interest Payment Date or Maturity Date, as the case may be (each
date on which interest is actually payable, an "Interest Payment
Date"). The interest installment so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as
provided in the Base Indenture, be paid to the person in whose
name this Note (or one or more Predecessor Security, as defined
in said Base Indenture) is registered at the close of business on
the regular record date for such interest installment, which
shall be the close of business on the April 15 and October 15
next preceding such Interest Payment Date. Any such interest
installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holders on such
regular record date and may be paid to the Person in whose name
this Note (or one or more Predecessor Security) 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 registered Holders of Notes 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 on which the Notes
may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Base Indenture. The
principal of (and premium, if any) and the interest on this Note
shall be payable at the office or agency of the Trustee
maintained for that purpose in any coin or currency of the United
States of America that at the time of payment is legal tender for
payment of public and private debts; provided, however, that
payment of interest may be made, at the option of the Corporation
and upon prior notice to the Trustee, by check mailed to the
registered Holder at such address as shall appear in the Security
Register or by wire transfer to an account designated by a Holder
in writing not less than ten days prior to the date of payment.
The indebtedness evidenced by this Note is, to the
extent provided in the Base Indenture, equal in right of payment
with all other unsecured and unsubordinated indebtedness of the
Corporation, and this Note is issued subject to the provisions of
the Base Indenture and First Supplemental Indenture with respect
thereto. Each Holder of this Note, by accepting the same, agrees
to and shall be bound by such provisions, and authorizes and
directs the Trustee on his or her behalf to be bound by such
provisions. Each Holder hereof, by his or her acceptance hereof,
hereby waives all notice of the acceptance of the provisions
contained herein and in the Base Indenture and First Supplemental
Indenture by each holder of unsecured and unsubordinated
indebtedness of the Corporation, whether now outstanding or
hereafter incurred, and waives reliance by each such holder or
creditor upon said provisions.
This Note shall not be entitled to any benefit under
the Base Indenture hereinafter referred to, or be valid or become
obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by or on behalf of
the Trustee.
The provisions of this Note are continued on the
reverse side hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at this
place.
IN WITNESS WHEREOF, the Corporation has caused this
instrument to be executed.
NORFOLK SOUTHERN CORPORATION
By:__________________________
Name:
Title:
Attest:
By:___________________________________
Name:
Title: Secretary or Assistant Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Security of the series designated
therein referred to in the within-mentioned Base Indenture.
First Trust of New York, National Association,
as Trustee
By:__________________________
Authorized Officer
Dated:_______________________
(FORM OF REVERSE OF NOTE)
This Note is one of a duly authorized series of
securities of the Corporation (herein sometimes referred to as
the "Security"), issued or to be issued in one or more series
under and pursuant to an Indenture dated as of January 15, 1991
(the "Base Indenture"), duly executed and delivered between the
Corporation and First Trust of New York, National Association, as
Trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture dated as of May 19, 1997 (the "First
Supplemental Indenture"), between the Corporation and the
Trustee, to which Base Indenture and First Supplemental Indenture
reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Corporation and the Holders of the
Security. By the terms of the Base Indenture, the Security are
issuable in series that may vary as to amount, date of maturity,
rate of interest and in other respects as provided in the Base
Indenture. This Security is one of the series designated on the
face hereof (the "Notes") and is limited in aggregate principal
amount as specified in said First Supplemental Indenture.
In case an Event of Default, as defined in the Base
Indenture, shall have occurred and be continuing, the principal
of all of the Notes may be declared due and payable, in the
manner, with the effect and subject to the conditions provided in
the Base Indenture.
The Base Indenture contains provisions permitting the
Corporation and the Trustee, with the consent of the Holders of
not less than a majority in aggregate principal amount of the
Outstanding Security of each series affected to execute
supplemental indentures for the purpose of adding any provisions
to the Base Indenture or of modifying in any manner the rights of
the Holders of the Security; provided, however, that no such
supplemental indenture shall (i) change the Stated Maturity of
the principal of, or any installment of interest (or premium, if
any) on, any Security, or reduce the principal amount thereof or
any premium payable upon the redemption thereof or the rate of
interest thereon, or to reduce the amount of 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 of the Base Indenture, or change any
Place of Payment where, or the coin or currency in which, any
Security (or premium, if any, thereon) or the interest thereon 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 case of redemption, on or after the
Redemption Date); or (ii) reduce the percentage in principal
amount of the Outstanding Security of any series, the Holders of
which are required to consent to any such supplemental indenture
or to waive certain defaults thereunder and their consequences
provided for in the Base Indenture; or (iii) modify any of the
provisions of the Base Indenture relating to supplemental
indentures or the waiver of defaults, except to increase any such
percentage or to provide that certain other provisions of the
Base Indenture cannot be modified or waived, without the consent
of the Holders of each Outstanding Security affected thereby.
The Base Indenture also contains provisions permitting the
Holders of not less than a majority in principal amount of the
Outstanding Security of any series affected thereby, on behalf of
all of the Holders of the Security of such series, to waive any
past Default under the Base Indenture, and its consequences,
except a Default in the payment of the principal of, premium, if
any, or interest on any of the Security of such series or a
Default in respect of a covenant or provision of the Base
Indenture which cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series
affected. Any such consent or waiver by the registered Holder of
this Note (unless revoked as provided in the Base Indenture)
shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Note and of any Note issued in
exchange therefor or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Note.
No reference herein to the Base Indenture or First
Supplemental Indenture and no provision of this Note or of the
Base Indenture or First Supplemental Indenture shall alter or
impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and
in the money herein prescribed.
As provided in the Base Indenture and subject to
certain limitations therein set forth, this Note is transferable
by the registered Holder hereof on the Security Register of the
Corporation, upon surrender of this Note for registration of
transfer at the office or agency of the Trustee in New York, New
York duly endorsed by the registered Holder hereof or accompanied
by a written instrument or instruments of transfer in form
satisfactory to the Corporation and the Security Registrar duly
executed by the registered Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of
this series of authorized denominations and for the same
aggregate principal amount will be issued to the designated
transferee or transferees.
No service charge will be made for any such transfer,
but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in relation
thereto.
Prior to due presentment of this Note for registration
of transfer of this Note, the Corporation, the Trustee, and any
agent of the Corporation or the Trustee may treat the registered
holder hereof as the owner hereof (whether or not this Note shall
be overdue) and neither the Corporation, the Trustee nor any such
agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the
principal of or the interest on this Note, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect
of the Base Indenture, against any incorporator, stockholder,
officer or director, past, present or future, as such, of the
Corporation or of any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and
released.
[The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof.] [This Global Note is exchangeable for Notes in
definitive form only under certain limited circumstances set
forth in the Base Indenture. Notes so issued are issuable only
in registered form without coupons in denominations of $1,000 and
any integral multiple thereof.] As provided in the Base
Indenture and subject to certain limitations herein and therein
set forth, Notes of this series [so issued] are exchangeable for
a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering
the same.
All terms used in this Note that are defined in the
Base Indenture or First Supplemental Indenture shall have the
meanings assigned to them therein.
THE BASE INDENTURE, THE FIRST SUPPLEMENTAL INDENTURE
AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.
EXHIBIT C
(FORM OF FACE OF 2002 NOTE)
[IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note
is a Global Note within the meaning of the Base Indenture
hereinafter referred to and is registered in the name of a
Depositary or a nominee of a Depositary. This Note is
exchangeable for Notes registered in the name of a person other
than the Depositary or its nominee only in the limited
circumstances described in the Base Indenture, and no transfer of
this Note (other than a transfer of this Note as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.
Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York
Corporation ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.]
No. CUSIP No. 655844 AD 0
NORFOLK SOUTHERN CORPORATION
NOTE
DUE MAY 1, 2002
NORFOLK SOUTHERN CORPORATION, a corporation organized
under the laws of the Commonwealth of Virginia (herein called the
"Corporation", which term includes any successor corporation
under the Base Indenture hereinafter referred to), for value
received, hereby promises to pay to _____________________________
_________________________, or registered assigns, the principal
sum of _____________ Dollars ($___________) on May 1, 2002 and to
pay interest thereon from May 19, 1997, or from the most recent
interest payment date to which interest has been paid or duly
provided for, semi-annually in arrears on May 1 and November 1 of
each year, commencing November 1, 1997, at a rate of 6.95% per
annum until the principal hereof is paid or made available for
payment, and on any overdue principal and premium, if any, at a
rate of 6.95% per annum and (without duplication and to the
extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at a rate
of 6.95% per annum compounded semi-annually. The interest so
payable, and punctually paid or duly provided for, on any
Interest Payment Date (as defined below) shall be calculated as
provided in the Base Indenture. In the event that any date on
which interest is payable on this Note is not a Business Day,
then payment of interest payable on such date will be made on the
next succeeding day that is a Business Day, with the same force
and effect as if made on such date and no interest shall accrue
on the amount so payable from the period from and after such
Interest Payment Date or Maturity Date, as the case may be (each
date on which interest is actually payable, an "Interest Payment
Date"). The interest installment so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as
provided in the Base Indenture, be paid to the person in whose
name this Note (or one or more Predecessor Security, as defined
in said Base Indenture) is registered at the close of business on
the regular record date for such interest installment, which
shall be the close of business on the April 15 and October 15
next preceding such Interest Payment Date. Any such interest
installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holders on such
regular record date and may be paid to the Person in whose name
this Note (or one or more Predecessor Security) 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 registered Holders of Notes 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 on which the Notes
may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Base Indenture. The
principal of (and premium, if any) and the interest on this Note
shall be payable at the office or agency of the Trustee
maintained for that purpose in any coin or currency of the United
States of America that at the time of payment is legal tender for
payment of public and private debts; provided, however, that
payment of interest may be made, at the option of the Corporation
and upon prior notice to the Trustee, by check mailed to the
registered Holder at such address as shall appear in the Security
Register or by wire transfer to an account designated by a Holder
in writing not less than ten days prior to the date of payment.
The indebtedness evidenced by this Note is, to the
extent provided in the Base Indenture, equal in right of payment
with all other unsecured and unsubordinated indebtedness of the
Corporation, and this Note is issued subject to the provisions of
the Base Indenture and First Supplemental Indenture with respect
thereto. Each Holder of this Note, by accepting the same, agrees
to and shall be bound by such provisions, and authorizes and
directs the Trustee on his or her behalf to be bound by such
provisions. Each Holder hereof, by his or her acceptance hereof,
hereby waives all notice of the acceptance of the provisions
contained herein and in the Base Indenture and First Supplemental
Indenture by each holder of unsecured and unsubordinated
indebtedness of the Corporation, whether now outstanding or
hereafter incurred, and waives reliance by each such holder or
creditor upon said provisions.
This Note shall not be entitled to any benefit under
the Base Indenture hereinafter referred to, or be valid or become
obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by or on behalf of
the Trustee.
The provisions of this Note are continued on the
reverse side hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at this
place.
IN WITNESS WHEREOF, the Corporation has caused this
instrument to be executed.
NORFOLK SOUTHERN CORPORATION
By:__________________________
Name:
Title:
Attest:
By:___________________________________
Name:
Title: Secretary or Assistant Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Security of the series designated
therein referred to in the within-mentioned Base Indenture.
First Trust of New York, National Association,
as Trustee
By:__________________________
Authorized Officer
Dated:_______________________
(FORM OF REVERSE OF NOTE)
This Note is one of a duly authorized series of
securities of the Corporation (herein sometimes referred to as
the "Security"), issued or to be issued in one or more series
under and pursuant to an Indenture dated as of January 15, 1991
(the "Base Indenture"), duly executed and delivered between the
Corporation and First Trust of New York, National Association, as
Trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture dated as of May 19, 1997 (the "First
Supplemental Indenture"), between the Corporation and the
Trustee, to which Base Indenture and First Supplemental Indenture
reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Corporation and the Holders of the
Security. By the terms of the Base Indenture, the Security are
issuable in series that may vary as to amount, date of maturity,
rate of interest and in other respects as provided in the Base
Indenture. This Security is one of the series designated on the
face hereof (the "Notes") and is limited in aggregate principal
amount as specified in said First Supplemental Indenture.
In case an Event of Default, as defined in the Base
Indenture, shall have occurred and be continuing, the principal
of all of the Notes may be declared due and payable, in the
manner, with the effect and subject to the conditions provided in
the Base Indenture.
The Base Indenture contains provisions permitting the
Corporation and the Trustee, with the consent of the Holders of
not less than a majority in aggregate principal amount of the
Outstanding Security of each series affected to execute
supplemental indentures for the purpose of adding any provisions
to the Base Indenture or of modifying in any manner the rights of
the Holders of the Security; provided, however, that no such
supplemental indenture shall (i) change the Stated Maturity of
the principal of, or any installment of interest (or premium, if
any) on, any Security, or reduce the principal amount thereof or
any premium payable upon the redemption thereof or the rate of
interest thereon, or to reduce the amount of 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 of the Base Indenture, or change any
Place of Payment where, or the coin or currency in which, any
Security (or premium, if any, thereon) or the interest thereon 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 case of redemption, on or after the
Redemption Date); or (ii) reduce the percentage in principal
amount of the Outstanding Security of any series, the Holders of
which are required to consent to any such supplemental indenture
or to waive certain defaults thereunder and their consequences
provided for in the Base Indenture; or (iii) modify any of the
provisions of the Base Indenture relating to supplemental
indentures or the waiver of defaults, except to increase any such
percentage or to provide that certain other provisions of the
Base Indenture cannot be modified or waived, without the consent
of the Holders of each Outstanding Security affected thereby.
The Base Indenture also contains provisions permitting the
Holders of not less than a majority in principal amount of the
Outstanding Security of any series affected thereby, on behalf of
all of the Holders of the Security of such series, to waive any
past Default under the Base Indenture, and its consequences,
except a Default in the payment of the principal of, premium, if
any, or interest on any of the Security of such series or a
Default in respect of a covenant or provision of the Base
Indenture which cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series
affected. Any such consent or waiver by the registered Holder of
this Note (unless revoked as provided in the Base Indenture)
shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Note and of any Note issued in
exchange therefor or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Note.
No reference herein to the Base Indenture or First
Supplemental Indenture and no provision of this Note or of the
Base Indenture or First Supplemental Indenture shall alter or
impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and
in the money herein prescribed.
As provided in the Base Indenture and subject to
certain limitations therein set forth, this Note is transferable
by the registered Holder hereof on the Security Register of the
Corporation, upon surrender of this Note for registration of
transfer at the office or agency of the Trustee in New York, New
York duly endorsed by the registered Holder hereof or accompanied
by a written instrument or instruments of transfer in form
satisfactory to the Corporation and the Security Registrar duly
executed by the registered Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of
this series of authorized denominations and for the same
aggregate principal amount will be issued to the designated
transferee or transferees.
No service charge will be made for any such transfer,
but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in relation
thereto.
Prior to due presentment of this Note for registration
of transfer of this Note, the Corporation, the Trustee, and any
agent of the Corporation or the Trustee may treat the registered
holder hereof as the owner hereof (whether or not this Note shall
be overdue) and neither the Corporation, the Trustee nor any such
agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the
principal of or the interest on this Note, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect
of the Base Indenture, against any incorporator, stockholder,
officer or director, past, present or future, as such, of the
Corporation or of any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and
released.
[The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof.] [This Global Note is exchangeable for Notes in
definitive form only under certain limited circumstances set
forth in the Base Indenture. Notes so issued are issuable only
in registered form without coupons in denominations of $1,000 and
any integral multiple thereof.] As provided in the Base
Indenture and subject to certain limitations herein and therein
set forth, Notes of this series [so issued] are exchangeable for
a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering
the same.
All terms used in this Note that are defined in the
Base Indenture or First Supplemental Indenture shall have the
meanings assigned to them therein.
THE BASE INDENTURE, THE FIRST SUPPLEMENTAL INDENTURE
AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.
EXHIBIT D
(FORM OF FACE OF 2007 NOTE)
[IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note
is a Global Note within the meaning of the Base Indenture
hereinafter referred to and is registered in the name of a
Depositary or a nominee of a Depositary. This Note is
exchangeable for Notes registered in the name of a person other
than the Depositary or its nominee only in the limited
circumstances described in the Base Indenture, and no transfer of
this Note (other than a transfer of this Note as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.
Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York
Corporation ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.]
No. CUSIP No. 655844 AH 1
NORFOLK SOUTHERN CORPORATION
NOTE
DUE MAY 15, 2007
NORFOLK SOUTHERN CORPORATION, a corporation organized
under the laws of the Commonwealth of Virginia (herein called the
"Corporation", which term includes any successor corporation
under the Base Indenture hereinafter referred to), for value
received, hereby promises to pay to _____________________________
_________________________, or registered assigns, the principal
sum of _____________ Dollars ($___________) on May 15, 2007 and
to pay interest thereon from May 19, 1997, or from the most
recent interest payment date to which interest has been paid or
duly provided for, semi-annually in arrears on May 15 and
November 15 of each year, commencing November 15, 1997, at a rate
of 7.35% per annum until the principal hereof is paid or made
available for payment, and on any overdue principal and premium,
if any, at a rate of 7.35% per annum and (without duplication and
to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at a rate
of 7.35% per annum compounded semi-annually. The interest so
payable, and punctually paid or duly provided for, on any
Interest Payment Date (as defined below) shall be calculated as
provided in the Base Indenture. In the event that any date on
which interest is payable on this Note is not a Business Day,
then payment of interest payable on such date will be made on the
next succeeding day that is a Business Day, with the same force
and effect as if made on such date and no interest shall accrue
on the amount so payable from the period from and after such
Interest Payment Date or Maturity Date, as the case may be (each
date on which interest is actually payable, an "Interest Payment
Date"). The interest installment so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as
provided in the Base Indenture, be paid to the person in whose
name this Note (or one or more Predecessor Security, as defined
in said Base Indenture) is registered at the close of business on
the regular record date for such interest installment, which
shall be the close of business on the November 1 and May 1 next
preceding such Interest Payment Date. Any such interest
installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holders on such
regular record date and may be paid to the Person in whose name
this Note (or one or more Predecessor Security) 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 registered Holders of Notes 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 on which the Notes
may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Base Indenture. The
principal of (and premium, if any) and the interest on this Note
shall be payable at the office or agency of the Trustee
maintained for that purpose in any coin or currency of the United
States of America that at the time of payment is legal tender for
payment of public and private debts; provided, however, that
payment of interest may be made, at the option of the Corporation
and upon prior notice to the Trustee, by check mailed to the
registered Holder at such address as shall appear in the Security
Register or by wire transfer to an account designated by a Holder
in writing not less than ten days prior to the date of payment.
The indebtedness evidenced by this Note is, to the
extent provided in the Base Indenture, equal in right of payment
with all other unsecured and unsubordinated indebtedness of the
Corporation, and this Note is issued subject to the provisions of
the Base Indenture and First Supplemental Indenture with respect
thereto. Each Holder of this Note, by accepting the same, agrees
to and shall be bound by such provisions, and authorizes and
directs the Trustee on his or her behalf to be bound by such
provisions. Each Holder hereof, by his or her acceptance hereof,
hereby waives all notice of the acceptance of the provisions
contained herein and in the Base Indenture and First Supplemental
Indenture by each holder of unsecured and unsubordinated
indebtedness of the Corporation, whether now outstanding or
hereafter incurred, and waives reliance by each such holder or
creditor upon said provisions.
This Note shall not be entitled to any benefit under
the Base Indenture hereinafter referred to, or be valid or become
obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by or on behalf of
the Trustee.
The provisions of this Note are continued on the
reverse side hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at this
place.
IN WITNESS WHEREOF, the Corporation has caused this
instrument to be executed.
NORFOLK SOUTHERN CORPORATION
By:__________________________
Name:
Title:
Attest:
By:___________________________________
Name:
Title: Secretary or Assistant Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Security of the series designated
therein referred to in the within-mentioned Base Indenture.
First Trust of New York, National Association,
as Trustee
By:__________________________
Authorized Officer
Dated:_______________________
(FORM OF REVERSE OF NOTE)
This Note is one of a duly authorized series of
securities of the Corporation (herein sometimes referred to as
the "Security"), issued or to be issued in one or more series
under and pursuant to an Indenture dated as of January 15, 1991
(the "Base Indenture"), duly executed and delivered between the
Corporation and First Trust of New York, National Association, as
Trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture dated as of May 19, 1997 (the "First
Supplemental Indenture"), between the Corporation and the
Trustee, to which Base Indenture and First Supplemental Indenture
reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Corporation and the Holders of the
Security. By the terms of the Base Indenture, the Security are
issuable in series that may vary as to amount, date of maturity,
rate of interest and in other respects as provided in the Base
Indenture. This Security is one of the series designated on the
face hereof (the "Notes") and is limited in aggregate principal
amount as specified in said First Supplemental Indenture.
In case an Event of Default, as defined in the Base
Indenture, shall have occurred and be continuing, the principal
of all of the Notes may be declared due and payable, in the
manner, with the effect and subject to the conditions provided in
the Base Indenture.
The Base Indenture contains provisions permitting the
Corporation and the Trustee, with the consent of the Holders of
not less than a majority in aggregate principal amount of the
Outstanding Security of each series affected to execute
supplemental indentures for the purpose of adding any provisions
to the Base Indenture or of modifying in any manner the rights of
the Holders of the Security; provided, however, that no such
supplemental indenture shall (i) change the Stated Maturity of
the principal of, or any installment of interest (or premium, if
any) on, any Security, or reduce the principal amount thereof or
any premium payable upon the redemption thereof or the rate of
interest thereon, or to reduce the amount of 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 of the Base Indenture, or change any
Place of Payment where, or the coin or currency in which, any
Security (or premium, if any, thereon) or the interest thereon 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 case of redemption, on or after the
Redemption Date); or (ii) reduce the percentage in principal
amount of the Outstanding Security of any series, the Holders of
which are required to consent to any such supplemental indenture
or to waive certain defaults thereunder and their consequences
provided for in the Base Indenture; or (iii) modify any of the
provisions of the Base Indenture relating to supplemental
indentures or the waiver of defaults, except to increase any such
percentage or to provide that certain other provisions of the
Base Indenture cannot be modified or waived, without the consent
of the Holders of each Outstanding Security affected thereby.
The Base Indenture also contains provisions permitting the
Holders of not less than a majority in principal amount of the
Outstanding Security of any series affected thereby, on behalf of
all of the Holders of the Security of such series, to waive any
past Default under the Base Indenture, and its consequences,
except a Default in the payment of the principal of, premium, if
any, or interest on any of the Security of such series or a
Default in respect of a covenant or provision of the Base
Indenture which cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series
affected. Any such consent or waiver by the registered Holder of
this Note (unless revoked as provided in the Base Indenture)
shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Note and of any Note issued in
exchange therefor or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Note.
No reference herein to the Base Indenture or First
Supplemental Indenture and no provision of this Note or of the
Base Indenture or First Supplemental Indenture shall alter or
impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and
in the money herein prescribed.
As provided in the Base Indenture and subject to
certain limitations therein set forth, this Note is transferable
by the registered Holder hereof on the Security Register of the
Corporation, upon surrender of this Note for registration of
transfer at the office or agency of the Trustee in New York, New
York duly endorsed by the registered Holder hereof or accompanied
by a written instrument or instruments of transfer in form
satisfactory to the Corporation and the Security Registrar duly
executed by the registered Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of
this series of authorized denominations and for the same
aggregate principal amount will be issued to the designated
transferee or transferees.
No service charge will be made for any such transfer,
but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in relation
thereto.
Prior to due presentment of this Note for registration
of transfer of this Note, the Corporation, the Trustee, and any
agent of the Corporation or the Trustee may treat the registered
holder hereof as the owner hereof (whether or not this Note shall
be overdue) and neither the Corporation, the Trustee nor any such
agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the
principal of or the interest on this Note, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect
of the Base Indenture, against any incorporator, stockholder,
officer or director, past, present or future, as such, of the
Corporation or of any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and
released.
[The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof.] [This Global Note is exchangeable for Notes in
definitive form only under certain limited circumstances set
forth in the Base Indenture. Notes so issued are issuable only
in registered form without coupons in denominations of $1,000 and
any integral multiple thereof.] As provided in the Base
Indenture and subject to certain limitations herein and therein
set forth, Notes of this series [so issued] are exchangeable for
a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering
the same.
All terms used in this Note that are defined in the
Base Indenture or First Supplemental Indenture shall have the
meanings assigned to them therein.
THE BASE INDENTURE, THE FIRST SUPPLEMENTAL INDENTURE
AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.
EXHIBIT E
(FORM OF FACE OF 2017 NOTE)
[IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note
is a Global Note within the meaning of the Base Indenture
hereinafter referred to and is registered in the name of a
Depositary or a nominee of a Depositary. This Note is
exchangeable for Notes registered in the name of a person other
than the Depositary or its nominee only in the limited
circumstances described in the Base Indenture, and no transfer of
this Note (other than a transfer of this Note as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.
Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York
Corporation ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.]
No. CUSIP No. 655844 AE 8
NORFOLK SOUTHERN CORPORATION
NOTE
DUE MAY 15, 2017
NORFOLK SOUTHERN CORPORATION, a corporation organized
under the laws of the Commonwealth of Virginia (herein called the
"Corporation", which term includes any successor corporation
under the Base Indenture hereinafter referred to), for value
received, hereby promises to pay to _____________________________
_________________________, or registered assigns, the principal
sum of _____________ Dollars ($___________) on May 15, 2017 and
to pay interest thereon from May 19, 1997, or from the most
recent interest payment date to which interest has been paid or
duly provided for, semi-annually in arrears on May 15 and
November 15 of each year, commencing November 15, 1997, at a rate
of 7.70% per annum until the principal hereof is paid or made
available for payment, and on any overdue principal and premium,
if any, at a rate of 7.70% per annum and (without duplication and
to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at a rate
of 7.70% per annum compounded semi-annually. The interest so
payable, and punctually paid or duly provided for, on any
Interest Payment Date (as defined below) shall be calculated as
provided in the Base Indenture. In the event that any date on
which interest is payable on this Note is not a Business Day,
then payment of interest payable on such date will be made on the
next succeeding day that is a Business Day, with the same force
and effect as if made on such date and no interest shall accrue
on the amount so payable from the period from and after such
Interest Payment Date or Maturity Date, as the case may be (each
date on which interest is actually payable, an "Interest Payment
Date"). The interest installment so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as
provided in the Base Indenture, be paid to the person in whose
name this Note (or one or more Predecessor Security, as defined
in said Base Indenture) is registered at the close of business on
the regular record date for such interest installment, which
shall be the close of business on the May 1 and November 1 next
preceding such Interest Payment Date. Any such interest
installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holders on such
regular record date and may be paid to the Person in whose name
this Note (or one or more Predecessor Security) 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 registered Holders of Notes 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 on which the Notes
may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Base Indenture. The
principal of (and premium, if any) and the interest on this Note
shall be payable at the office or agency of the Trustee
maintained for that purpose in any coin or currency of the United
States of America that at the time of payment is legal tender for
payment of public and private debts; provided, however, that
payment of interest may be made, at the option of the Corporation
and upon prior notice to the Trustee, by check mailed to the
registered Holder at such address as shall appear in the Security
Register or by wire transfer to an account designated by a Holder
in writing not less than ten days prior to the date of payment.
The indebtedness evidenced by this Note is, to the
extent provided in the Base Indenture, equal in right of payment
with all other unsecured and unsubordinated indebtedness of the
Corporation, and this Note is issued subject to the provisions of
the Base Indenture and First Supplemental Indenture with respect
thereto. Each Holder of this Note, by accepting the same, agrees
to and shall be bound by such provisions, and authorizes and
directs the Trustee on his or her behalf to be bound by such
provisions. Each Holder hereof, by his or her acceptance hereof,
hereby waives all notice of the acceptance of the provisions
contained herein and in the Base Indenture and First Supplemental
Indenture by each holder of unsecured and unsubordinated
indebtedness of the Corporation, whether now outstanding or
hereafter incurred, and waives reliance by each such holder or
creditor upon said provisions.
The First Supplemental Indenture provides for the
redemption by the Corporation of this Note at any time, subject
to the terms and conditions therein. Each Holder of this Note,
by accepting the same, (a) authorizes and directs the Trustee on
his or her behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the limitations so
provided and (b) appoints the Trustee his or her attorney-in-fact
for any and all such purposes.
This Note shall not be entitled to any benefit under
the Base Indenture hereinafter referred to, or be valid or become
obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by or on behalf of
the Trustee.
The provisions of this Note are continued on the
reverse side hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at this
place.
IN WITNESS WHEREOF, the Corporation has caused this
instrument to be executed.
NORFOLK SOUTHERN CORPORATION
By:__________________________
Name:
Title:
Attest:
By:___________________________________
Name:
Title: Secretary or Assistant Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Security of the series designated
therein referred to in the within-mentioned Base Indenture.
First Trust of New York, National Association,
as Trustee
By:__________________________
Authorized Officer
Dated:_______________________
(FORM OF REVERSE OF NOTE)
This Note is one of a duly authorized series of
securities of the Corporation (herein sometimes referred to as
the "Security"), issued or to be issued in one or more series
under and pursuant to an Indenture dated as of January 15, 1991
(the "Base Indenture"), duly executed and delivered between the
Corporation and First Trust of New York, National Association, as
Trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture dated as of May 19, 1997 (the "First
Supplemental Indenture"), between the Corporation and the
Trustee, to which Base Indenture and First Supplemental Indenture
reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Corporation and the Holders of the
Security. By the terms of the Base Indenture, the Security are
issuable in series that may vary as to amount, date of maturity,
rate of interest and in other respects as provided in the Base
Indenture. This Security is one of the series designated on the
face hereof (the "Notes") and is limited in aggregate principal
amount as specified in said First Supplemental Indenture.
In case an Event of Default, as defined in the Base
Indenture, shall have occurred and be continuing, the principal
of all of the Notes may be declared due and payable, in the
manner, with the effect and subject to the conditions provided in
the Base Indenture.
The Base Indenture contains provisions permitting the
Corporation and the Trustee, with the consent of the Holders of
not less than a majority in aggregate principal amount of the
Outstanding Security of each series affected to execute
supplemental indentures for the purpose of adding any provisions
to the Base Indenture or of modifying in any manner the rights of
the Holders of the Security; provided, however, that no such
supplemental indenture shall (i) change the Stated Maturity of
the principal of, or any installment of interest (or premium, if
any) on, any Security, or reduce the principal amount thereof or
any premium payable upon the redemption thereof or the rate of
interest thereon, or to reduce the amount of 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 of the Base Indenture, or change any
Place of Payment where, or the coin or currency in which, any
Security (or premium, if any, thereon) or the interest thereon 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 case of redemption, on or after the
Redemption Date); or (ii) reduce the percentage in principal
amount of the Outstanding Security of any series, the Holders of
which are required to consent to any such supplemental indenture
or to waive certain defaults thereunder and their consequences
provided for in the Base Indenture; or (iii) modify any of the
provisions of the Base Indenture relating to supplemental
indentures or the waiver of defaults, except to increase any such
percentage or to provide that certain other provisions of the
Base Indenture cannot be modified or waived, without the consent
of the Holders of each Outstanding Security affected thereby.
The Base Indenture also contains provisions permitting the
Holders of not less than a majority in principal amount of the
Outstanding Security of any series affected thereby, on behalf of
all of the Holders of the Security of such series, to waive any
past Default under the Base Indenture, and its consequences,
except a Default in the payment of the principal of, premium, if
any, or interest on any of the Security of such series or a
Default in respect of a covenant or provision of the Base
Indenture which cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series
affected. Any such consent or waiver by the registered Holder of
this Note (unless revoked as provided in the Base Indenture)
shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Note and of any Note issued in
exchange therefor or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Note.
No reference herein to the Base Indenture or First
Supplemental Indenture and no provision of this Note or of the
Base Indenture or First Supplemental Indenture shall alter or
impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and
in the money herein prescribed.
As provided in the Base Indenture and subject to
certain limitations therein set forth, this Note is transferable
by the registered Holder hereof on the Security Register of the
Corporation, upon surrender of this Note for registration of
transfer at the office or agency of the Trustee in New York, New
York duly endorsed by the registered Holder hereof or accompanied
by a written instrument or instruments of transfer in form
satisfactory to the Corporation and the Security Registrar duly
executed by the registered Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of
this series of authorized denominations and for the same
aggregate principal amount will be issued to the designated
transferee or transferees.
No service charge will be made for any such transfer,
but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in relation
thereto.
Prior to due presentment of this Note for registration
of transfer of this Note, the Corporation, the Trustee, and any
agent of the Corporation or the Trustee may treat the registered
holder hereof as the owner hereof (whether or not this Note shall
be overdue) and neither the Corporation, the Trustee nor any such
agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the
principal of or the interest on this Note, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect
of the Base Indenture, against any incorporator, stockholder,
officer or director, past, present or future, as such, of the
Corporation or of any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and
released.
[The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof.] [This Global Note is exchangeable for Notes in
definitive form only under certain limited circumstances set
forth in the Base Indenture. Notes so issued are issuable only
in registered form without coupons in denominations of $1,000 and
any integral multiple thereof.] As provided in the Base
Indenture and subject to certain limitations herein and therein
set forth, Notes of this series [so issued] are exchangeable for
a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering
the same.
All terms used in this Note that are defined in the
Base Indenture or First Supplemental Indenture shall have the
meanings assigned to them therein.
THE BASE INDENTURE, THE FIRST SUPPLEMENTAL INDENTURE
AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.
EXHIBIT F
(FORM OF FACE OF 2027 NOTE)
[IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note
is a Global Note within the meaning of the Base Indenture
hereinafter referred to and is registered in the name of a
Depositary or a nominee of a Depositary. This Note is
exchangeable for Notes registered in the name of a person other
than the Depositary or its nominee only in the limited
circumstances described in the Base Indenture, and no transfer of
this Note (other than a transfer of this Note as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.
Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York
Corporation ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.]
No. CUSIP No. 655844 AJ 7
NORFOLK SOUTHERN CORPORATION
NOTE
DUE MAY 15, 2027
NORFOLK SOUTHERN CORPORATION, a corporation organized
under the laws of the Commonwealth of Virginia (herein called the
"Corporation", which term includes any successor corporation
under the Base Indenture hereinafter referred to), for value
received, hereby promises to pay to _____________________________
_________________________, or registered assigns, the principal
sum of _____________ Dollars ($___________) on May 15, 2027 and
to pay interest thereon from May 19, 1997, or from the most
recent interest payment date to which interest has been paid or
duly provided for, semi-annually in arrears on May 15 and
November 15 of each year, commencing November 15, 1997, at a rate
of 7.80% per annum until the principal hereof is paid or made
available for payment, and on any overdue principal and premium,
if any, at a rate of 7.80% per annum and (without duplication and
to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at a rate
of 7.80% per annum compounded semi-annually. The interest so
payable, and punctually paid or duly provided for, on any
Interest Payment Date (as defined below) shall be calculated as
provided in the Base Indenture. In the event that any date on
which interest is payable on this Note is not a Business Day,
then payment of interest payable on such date will be made on the
next succeeding day that is a Business Day, with the same force
and effect as if made on such date and no interest shall accrue
on the amount so payable from the period from and after such
Interest Payment Date or Maturity Date, as the case may be (each
date on which interest is actually payable, an "Interest Payment
Date"). The interest installment so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as
provided in the Base Indenture, be paid to the person in whose
name this Note (or one or more Predecessor Security, as defined
in said Base Indenture) is registered at the close of business on
the regular record date for such interest installment, which
shall be the close of business on the May 1 and November 1 next
preceding such Interest Payment Date. Any such interest
installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holders on such
regular record date and may be paid to the Person in whose name
this Note (or one or more Predecessor Security) 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 registered Holders of Notes 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 on which the Notes
may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Base Indenture. The
principal of (and premium, if any) and the interest on this Note
shall be payable at the office or agency of the Trustee
maintained for that purpose in any coin or currency of the United
States of America that at the time of payment is legal tender for
payment of public and private debts; provided, however, that
payment of interest may be made, at the option of the Corporation
and upon prior notice to the Trustee, by check mailed to the
registered Holder at such address as shall appear in the Security
Register or by wire transfer to an account designated by a Holder
in writing not less than ten days prior to the date of payment.
The indebtedness evidenced by this Note is, to the
extent provided in the Base Indenture, equal in right of payment
with all other unsecured and unsubordinated indebtedness of the
Corporation, and this Note is issued subject to the provisions of
the Base Indenture and First Supplemental Indenture with respect
thereto. Each Holder of this Note, by accepting the same, agrees
to and shall be bound by such provisions, and authorizes and
directs the Trustee on his or her behalf to be bound by such
provisions. Each Holder hereof, by his or her acceptance hereof,
hereby waives all notice of the acceptance of the provisions
contained herein and in the Base Indenture and First Supplemental
Indenture by each holder of unsecured and unsubordinated
indebtedness of the Corporation, whether now outstanding or
hereafter incurred, and waives reliance by each such holder or
creditor upon said provisions.
The First Supplemental Indenture provides for the
redemption by the Corporation of this Note at any time, subject
to the terms and conditions therein. Each Holder of this Note,
by accepting the same, (a) authorizes and directs the Trustee on
his or her behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the limitations so
provided and (b) appoints the Trustee his or her attorney-in-fact
for any and all such purposes.
This Note shall not be entitled to any benefit under
the Base Indenture hereinafter referred to, or be valid or become
obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by or on behalf of
the Trustee.
The provisions of this Note are continued on the
reverse side hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at this
place.
IN WITNESS WHEREOF, the Corporation has caused this
instrument to be executed.
NORFOLK SOUTHERN CORPORATION
By:__________________________
Name:
Title:
Attest:
By:___________________________________
Name:
Title: Secretary or Assistant Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Security of the series designated
therein referred to in the within-mentioned Base Indenture.
First Trust of New York, National Association,
as Trustee
By:__________________________
Authorized Officer
Dated:_______________________
(FORM OF REVERSE OF NOTE)
This Note is one of a duly authorized series of
securities of the Corporation (herein sometimes referred to as
the "Security"), issued or to be issued in one or more series
under and pursuant to an Indenture dated as of January 15, 1991
(the "Base Indenture"), duly executed and delivered between the
Corporation and First Trust of New York, National Association, as
Trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture dated as of May 19, 1997 (the "First
Supplemental Indenture"), between the Corporation and the
Trustee, to which Base Indenture and First Supplemental Indenture
reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Corporation and the Holders of the
Security. By the terms of the Base Indenture, the Security are
issuable in series that may vary as to amount, date of maturity,
rate of interest and in other respects as provided in the Base
Indenture. This Security is one of the series designated on the
face hereof (the "Notes") and is limited in aggregate principal
amount as specified in said First Supplemental Indenture.
In case an Event of Default, as defined in the Base
Indenture, shall have occurred and be continuing, the principal
of all of the Notes may be declared due and payable, in the
manner, with the effect and subject to the conditions provided in
the Base Indenture.
The Base Indenture contains provisions permitting the
Corporation and the Trustee, with the consent of the Holders of
not less than a majority in aggregate principal amount of the
Outstanding Security of each series affected to execute
supplemental indentures for the purpose of adding any provisions
to the Base Indenture or of modifying in any manner the rights of
the Holders of the Security; provided, however, that no such
supplemental indenture shall (i) change the Stated Maturity of
the principal of, or any installment of interest (or premium, if
any) on, any Security, or reduce the principal amount thereof or
any premium payable upon the redemption thereof or the rate of
interest thereon, or to reduce the amount of 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 of the Base Indenture, or change any
Place of Payment where, or the coin or currency in which, any
Security (or premium, if any, thereon) or the interest thereon 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 case of redemption, on or after the
Redemption Date); or (ii) reduce the percentage in principal
amount of the Outstanding Security of any series, the Holders of
which are required to consent to any such supplemental indenture
or to waive certain defaults thereunder and their consequences
provided for in the Base Indenture; or (iii) modify any of the
provisions of the Base Indenture relating to supplemental
indentures or the waiver of defaults, except to increase any such
percentage or to provide that certain other provisions of the
Base Indenture cannot be modified or waived, without the consent
of the Holders of each Outstanding Security affected thereby.
The Base Indenture also contains provisions permitting the
Holders of not less than a majority in principal amount of the
Outstanding Security of any series affected thereby, on behalf of
all of the Holders of the Security of such series, to waive any
past Default under the Base Indenture, and its consequences,
except a Default in the payment of the principal of, premium, if
any, or interest on any of the Security of such series or a
Default in respect of a covenant or provision of the Base
Indenture which cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series
affected. Any such consent or waiver by the registered Holder of
this Note (unless revoked as provided in the Base Indenture)
shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Note and of any Note issued in
exchange therefor or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Note.
No reference herein to the Base Indenture or First
Supplemental Indenture and no provision of this Note or of the
Base Indenture or First Supplemental Indenture shall alter or
impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and
in the money herein prescribed.
As provided in the Base Indenture and subject to
certain limitations therein set forth, this Note is transferable
by the registered Holder hereof on the Security Register of the
Corporation, upon surrender of this Note for registration of
transfer at the office or agency of the Trustee in New York, New
York duly endorsed by the registered Holder hereof or accompanied
by a written instrument or instruments of transfer in form
satisfactory to the Corporation and the Security Registrar duly
executed by the registered Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of
this series of authorized denominations and for the same
aggregate principal amount will be issued to the designated
transferee or transferees.
No service charge will be made for any such transfer,
but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in relation
thereto.
Prior to due presentment of this Note for registration
of transfer of this Note, the Corporation, the Trustee, and any
agent of the Corporation or the Trustee may treat the registered
holder hereof as the owner hereof (whether or not this Note shall
be overdue) and neither the Corporation, the Trustee nor any such
agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the
principal of or the interest on this Note, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect
of the Base Indenture, against any incorporator, stockholder,
officer or director, past, present or future, as such, of the
Corporation or of any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and
released.
[The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof.] [This Global Note is exchangeable for Notes in
definitive form only under certain limited circumstances set
forth in the Base Indenture. Notes so issued are issuable only
in registered form without coupons in denominations of $1,000 and
any integral multiple thereof.] As provided in the Base
Indenture and subject to certain limitations herein and therein
set forth, Notes of this series [so issued] are exchangeable for
a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering
the same.
All terms used in this Note that are defined in the
Base Indenture or First Supplemental Indenture shall have the
meanings assigned to them therein.
THE BASE INDENTURE, THE FIRST SUPPLEMENTAL INDENTURE
AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.
EXHIBIT G
(FORM OF FACE OF 2037 NOTE)
[IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note
is a Global Note within the meaning of the Base Indenture
hereinafter referred to and is registered in the name of a
Depositary or a nominee of a Depositary. This Note is
exchangeable for Notes registered in the name of a person other
than the Depositary or its nominee only in the limited
circumstances described in the Base Indenture, and no transfer of
this Note (other than a transfer of this Note as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.
Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York
Corporation ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.]
No. CUSIP No. 655844 AF 5
NORFOLK SOUTHERN CORPORATION
NOTE
DUE MAY 1, 2037
NORFOLK SOUTHERN CORPORATION, a corporation organized
under the laws of the Commonwealth of Virginia (herein called the
"Corporation", which term includes any successor corporation
under the Base Indenture hereinafter referred to), for value
received, hereby promises to pay to _____________________________
_________________________, or registered assigns, the principal
sum of _____________ Dollars ($___________) on May 1, 2037 and to
pay interest thereon from May 19, 1997, or from the most recent
interest payment date to which interest has been paid or duly
provided for, semi-annually in arrears on May 1 and November 1 of
each year, commencing November 1, 1997, at a rate of 7.05% per
annum until the principal hereof is paid or made available for
payment, and on any overdue principal and premium, if any, at a
rate of 7.05% per annum and (without duplication and to the
extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at a rate
of 7.05% per annum compounded semi-annually. The interest so
payable, and punctually paid or duly provided for, on any
Interest Payment Date (as defined below) shall be calculated as
provided in the Base Indenture. In the event that any date on
which interest is payable on this Note is not a Business Day,
then payment of interest payable on such date will be made on the
next succeeding day that is a Business Day, with the same force
and effect as if made on such date and no interest shall accrue
on the amount so payable from the period from and after such
Interest Payment Date or Maturity Date, as the case may be (each
date on which interest is actually payable, an "Interest Payment
Date"). The interest installment so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as
provided in the Base Indenture, be paid to the person in whose
name this Note (or one or more Predecessor Security, as defined
in said Base Indenture) is registered at the close of business on
the regular record date for such interest installment, which
shall be the close of business on the April 15 and October 15
next preceding such Interest Payment Date. Any such interest
installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holders on such
regular record date and may be paid to the Person in whose name
this Note (or one or more Predecessor Security) 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 registered Holders of Notes 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 on which the Notes
may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Base Indenture. The
principal of (and premium, if any) and the interest on this Note
shall be payable at the office or agency of the Trustee
maintained for that purpose in any coin or currency of the United
States of America that at the time of payment is legal tender for
payment of public and private debts; provided, however, that
payment of interest may be made, at the option of the Corporation
and upon prior notice to the Trustee, by check mailed to the
registered Holder at such address as shall appear in the Security
Register or by wire transfer to an account designated by a Holder
in writing not less than ten days prior to the date of payment.
The indebtedness evidenced by this Note is, to the
extent provided in the Base Indenture, equal in right of payment
with all other unsecured and unsubordinated indebtedness of the
Corporation, and this Note is issued subject to the provisions of
the Base Indenture and First Supplemental Indenture with respect
thereto. Each Holder of this Note, by accepting the same, agrees
to and shall be bound by such provisions, and authorizes and
directs the Trustee on his or her behalf to be bound by such
provisions. Each Holder hereof, by his or her acceptance hereof,
hereby waives all notice of the acceptance of the provisions
contained herein and in the Base Indenture and First Supplemental
Indenture by each holder of unsecured and unsubordinated
indebtedness of the Corporation, whether now outstanding or
hereafter incurred, and waives reliance by each such holder or
creditor upon said provisions.
The First Supplemental Indenture provides for the
redemption by the Corporation of this Note at any time after May
15, 2004, subject to the terms and conditions therein. Each
Holder of this Note, by accepting the same, (a) authorizes and
directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the
limitations so provided and (b) appoints the Trustee his or her
attorney-in-fact for any and all such purposes.
On May 1, 2004, or if such date is not a Business Day
then the next succeeding business day, each Holder of this Note
will have the right, in accordance with the terms and conditions
of the First Supplemental Indenture, to require the Corporation
to redeem all or any part of such Holder's Notes for cash at a
purchase price equal to 100% of the aggregate principal amount
thereof plus accrued and unpaid interest thereon.
This Note shall not be entitled to any benefit under
the Base Indenture hereinafter referred to, or be valid or become
obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by or on behalf of
the Trustee.
The provisions of this Note are continued on the
reverse side hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at this
place.
IN WITNESS WHEREOF, the Corporation has caused this
instrument to be executed.
NORFOLK SOUTHERN CORPORATION
By:__________________________
Name:
Title:
Attest:
By:___________________________________
Name:
Title: Secretary or Assistant Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Security of the series designated
therein referred to in the within-mentioned Base Indenture.
First Trust of New York, National Association,
as Trustee
By:__________________________
Authorized Officer
Dated:_______________________
(FORM OF REVERSE OF NOTE)
This Note is one of a duly authorized series of
securities of the Corporation (herein sometimes referred to as
the "Security"), issued or to be issued in one or more series
under and pursuant to an Indenture dated as of January 15, 1991
(the "Base Indenture"), duly executed and delivered between the
Corporation and First Trust of New York, National Association, as
Trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture dated as of May 19, 1997 (the "First
Supplemental Indenture"), between the Corporation and the
Trustee, to which Base Indenture and First Supplemental Indenture
reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Corporation and the Holders of the
Security. By the terms of the Base Indenture, the Security are
issuable in series that may vary as to amount, date of maturity,
rate of interest and in other respects as provided in the Base
Indenture. This Security is one of the series designated on the
face hereof (the "Notes") and is limited in aggregate principal
amount as specified in said First Supplemental Indenture.
In case an Event of Default, as defined in the Base
Indenture, shall have occurred and be continuing, the principal
of all of the Notes may be declared due and payable, in the
manner, with the effect and subject to the conditions provided in
the Base Indenture.
The Base Indenture contains provisions permitting the
Corporation and the Trustee, with the consent of the Holders of
not less than a majority in aggregate principal amount of the
Outstanding Security of each series affected to execute
supplemental indentures for the purpose of adding any provisions
to the Base Indenture or of modifying in any manner the rights of
the Holders of the Security; provided, however, that no such
supplemental indenture shall (i) change the Stated Maturity of
the principal of, or any installment of interest (or premium, if
any) on, any Security, or reduce the principal amount thereof or
any premium payable upon the redemption thereof or the rate of
interest thereon, or to reduce the amount of 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 of the Base Indenture, or change any
Place of Payment where, or the coin or currency in which, any
Security (or premium, if any, thereon) or the interest thereon 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 case of redemption, on or after the
Redemption Date); or (ii) reduce the percentage in principal
amount of the Outstanding Security of any series, the Holders of
which are required to consent to any such supplemental indenture
or to waive certain defaults thereunder and their consequences
provided for in the Base Indenture; or (iii) modify any of the
provisions of the Base Indenture relating to supplemental
indentures or the waiver of defaults, except to increase any such
percentage or to provide that certain other provisions of the
Base Indenture cannot be modified or waived, without the consent
of the Holders of each Outstanding Security affected thereby.
The Base Indenture also contains provisions permitting the
Holders of not less than a majority in principal amount of the
Outstanding Security of any series affected thereby, on behalf of
all of the Holders of the Security of such series, to waive any
past Default under the Base Indenture, and its consequences,
except a Default in the payment of the principal of, premium, if
any, or interest on any of the Security of such series or a
Default in respect of a covenant or provision of the Base
Indenture which cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series
affected. Any such consent or waiver by the registered Holder of
this Note (unless revoked as provided in the Base Indenture)
shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Note and of any Note issued in
exchange therefor or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Note.
No reference herein to the Base Indenture or First
Supplemental Indenture and no provision of this Note or of the
Base Indenture or First Supplemental Indenture shall alter or
impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and
in the money herein prescribed.
As provided in the Base Indenture and subject to
certain limitations therein set forth, this Note is transferable
by the registered Holder hereof on the Security Register of the
Corporation, upon surrender of this Note for registration of
transfer at the office or agency of the Trustee in New York, New
York duly endorsed by the registered Holder hereof or accompanied
by a written instrument or instruments of transfer in form
satisfactory to the Corporation and the Security Registrar duly
executed by the registered Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of
this series of authorized denominations and for the same
aggregate principal amount will be issued to the designated
transferee or transferees.
No service charge will be made for any such transfer,
but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in relation
thereto.
Prior to due presentment of this Note for registration
of transfer of this Note, the Corporation, the Trustee, and any
agent of the Corporation or the Trustee may treat the registered
holder hereof as the owner hereof (whether or not this Note shall
be overdue) and neither the Corporation, the Trustee nor any such
agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the
principal of or the interest on this Note, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect
of the Base Indenture, against any incorporator, stockholder,
officer or director, past, present or future, as such, of the
Corporation or of any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and
released.
[The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof.] [This Global Note is exchangeable for Notes in
definitive form only under certain limited circumstances set
forth in the Base Indenture. Notes so issued are issuable only
in registered form without coupons in denominations of $1,000 and
any integral multiple thereof.] As provided in the Base
Indenture and subject to certain limitations herein and therein
set forth, Notes of this series [so issued] are exchangeable for
a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering
the same.
All terms used in this Note that are defined in the
Base Indenture or First Supplemental Indenture shall have the
meanings assigned to them therein.
THE BASE INDENTURE, THE FIRST SUPPLEMENTAL INDENTURE
AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.
EXHIBIT H
(FORM OF FACE OF 2097 NOTE)
[IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT - This Note
is a Global Note within the meaning of the Base Indenture
hereinafter referred to and is registered in the name of a
Depositary or a nominee of a Depositary. This Note is
exchangeable for Notes registered in the name of a person other
than the Depositary or its nominee only in the limited
circumstances described in the Base Indenture, and no transfer of
this Note (other than a transfer of this Note as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.
Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York
Corporation ("DTC"), to the issuer or its agent for registration
of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.]
No. CUSIP No. 655844 AK 4
NORFOLK SOUTHERN CORPORATION
NOTE
DUE MAY 15, 2097
NORFOLK SOUTHERN CORPORATION, a corporation organized
under the laws of the Commonwealth of Virginia (herein called the
"Corporation", which term includes any successor corporation
under the Base Indenture hereinafter referred to), for value
received, hereby promises to pay to _____________________________
_________________________, or registered assigns, the principal
sum of _____________ Dollars ($___________) on May 15, 2097 and
to pay interest thereon from May 19, 1997, or from the most
recent interest payment date to which interest has been paid or
duly provided for, semi-annually in arrears on May 15 and
November 15 of each year, commencing November 15, 1997, at a rate
of 7.90% per annum until the principal hereof is paid or made
available for payment, and on any overdue principal and premium,
if any, at a rate of 7.90% per annum and (without duplication and
to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at a rate
of 7.90% per annum compounded semi-annually. The interest so
payable, and punctually paid or duly provided for, on any
Interest Payment Date (as defined below) shall be calculated as
provided in the Base Indenture. In the event that any date on
which interest is payable on this Note is not a Business Day,
then payment of interest payable on such date will be made on the
next succeeding day that is a Business Day, with the same force
and effect as if made on such date and no interest shall accrue
on the amount so payable from the period from and after such
Interest Payment Date or Maturity Date, as the case may be (each
date on which interest is actually payable, an "Interest Payment
Date"). The interest installment so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as
provided in the Base Indenture, be paid to the person in whose
name this Note (or one or more Predecessor Security, as defined
in said Base Indenture) is registered at the close of business on
the regular record date for such interest installment, which
shall be the close of business on the May 1 and November 1 next
preceding such Interest Payment Date. Any such interest
installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holders on such
regular record date and may be paid to the Person in whose name
this Note (or one or more Predecessor Security) 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 registered Holders of Notes 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 on which the Notes
may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Base Indenture. The
principal of (and premium, if any) and the interest on this Note
shall be payable at the office or agency of the Trustee
maintained for that purpose in any coin or currency of the United
States of America that at the time of payment is legal tender for
payment of public and private debts; provided, however, that
payment of interest may be made, at the option of the Corporation
and upon prior notice to the Trustee, by check mailed to the
registered Holder at such address as shall appear in the Security
Register or by wire transfer to an account designated by a Holder
in writing not less than ten days prior to the date of payment.
The indebtedness evidenced by this Note is, to the
extent provided in the Base Indenture, equal in right of payment
with all other unsecured and unsubordinated indebtedness of the
Corporation, and this Note is issued subject to the provisions of
the Base Indenture and First Supplemental Indenture with respect
thereto. Each Holder of this Note, by accepting the same, agrees
to and shall be bound by such provisions, and authorizes and
directs the Trustee on his or her behalf to be bound by such
provisions. Each Holder hereof, by his or her acceptance hereof,
hereby waives all notice of the acceptance of the provisions
contained herein and in the Base Indenture and First Supplemental
Indenture by each holder of unsecured and unsubordinated
indebtedness of the Corporation, whether now outstanding or
hereafter incurred, and waives reliance by each such holder or
creditor upon said provisions.
The First Supplemental Indenture provides for the
redemption by the Corporation of this Note at any time, subject
to the terms and conditions therein. Each Holder of this Note,
by accepting the same, (a) authorizes and directs the Trustee on
his or her behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the limitations so
provided and (b) appoints the Trustee his or her attorney-in-fact
for any and all such purposes.
Upon the occurrence of the Tax Event, the Company shall
have the right to advance the Stated Maturity of this Note to the
extent required, in the written opinion of a nationally
recognized independent tax counsel experienced in such matters,
such that, after advancing the Stated Maturity, interest paid on
this Note will be deductible for United States federal income tax
purposes.
In the event that the Company elects to exercise its
right to advance the Stated Maturity of this Note on the
occurrence of a Tax Event, the Company shall mail a notice of the
advanced Stated Maturity to each Holder hereof in the manner
provided in the Base Indenture by first-class mail not more than
60 days after the occurrence of such Tax Event, stating the new
Stated Maturity of this Note. Such notice shall be effective
immediately upon mailing.
This Note shall not be entitled to any benefit under
the Base Indenture hereinafter referred to, or be valid or become
obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by or on behalf of
the Trustee.
The provisions of this Note are continued on the
reverse side hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at this
place.
IN WITNESS WHEREOF, the Corporation has caused this
instrument to be executed.
NORFOLK SOUTHERN CORPORATION
By:__________________________
Name:
Title:
Attest:
By:___________________________________
Name:
Title: Secretary or Assistant Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Security of the series designated
therein referred to in the within-mentioned Base Indenture.
First Trust of New York, National Association,
as Trustee
By:__________________________
Authorized Officer
Dated:_______________________
(FORM OF REVERSE OF NOTE)
This Note is one of a duly authorized series of
securities of the Corporation (herein sometimes referred to as
the "Security"), issued or to be issued in one or more series
under and pursuant to an Indenture dated as of January 15, 1991
(the "Base Indenture"), duly executed and delivered between the
Corporation and First Trust of New York, National Association, as
Trustee (the "Trustee"), as supplemented by the First
Supplemental Indenture dated as of May 19, 1997 (the "First
Supplemental Indenture, between the Corporation and the Trustee,
to which Base Indenture and First Supplemental Indenture
reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Corporation and the Holders of the
Security. By the terms of the Base Indenture, the Security are
issuable in series that may vary as to amount, date of maturity,
rate of interest and in other respects as provided in the Base
Indenture. This Security is one of the series designated on the
face hereof (the "Notes") and is limited in aggregate principal
amount as specified in said First Supplemental Indenture.
In case an Event of Default, as defined in the Base
Indenture, shall have occurred and be continuing, the principal
of all of the Notes may be declared due and payable, in the
manner, with the effect and subject to the conditions provided in
the Base Indenture.
The Base Indenture contains provisions permitting the
Corporation and the Trustee, with the consent of the Holders of
not less than a majority in aggregate principal amount of the
Outstanding Security of each series affected to execute
supplemental indentures for the purpose of adding any provisions
to the Base Indenture or of modifying in any manner the rights of
the Holders of the Security; provided, however, that no such
supplemental indenture shall (i) change the Stated Maturity of
the principal of, or any installment of interest (or premium, if
any) on, any Security, or reduce the principal amount thereof or
any premium payable upon the redemption thereof or the rate of
interest thereon, or to reduce the amount of 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 of the Base Indenture, or change any
Place of Payment where, or the coin or currency in which, any
Security (or premium, if any, thereon) or the interest thereon 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 case of redemption, on or after the
Redemption Date); or (ii) reduce the percentage in principal
amount of the Outstanding Security of any series, the Holders of
which are required to consent to any such supplemental indenture
or to waive certain defaults thereunder and their consequences
provided for in the Base Indenture; or (iii) modify any of the
provisions of the Base Indenture relating to supplemental
indentures or the waiver of defaults, except to increase any such
percentage or to provide that certain other provisions of the
Base Indenture cannot be modified or waived, without the consent
of the Holders of each Outstanding Security affected thereby.
The Base Indenture also contains provisions permitting the
Holders of not less than a majority in principal amount of the
Outstanding Security of any series affected thereby, on behalf of
all of the Holders of the Security of such series, to waive any
past Default under the Base Indenture, and its consequences,
except a Default in the payment of the principal of, premium, if
any, or interest on any of the Security of such series or a
Default in respect of a covenant or provision of the Base
Indenture which cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series
affected. Any such consent or waiver by the registered Holder of
this Note (unless revoked as provided in the Base Indenture)
shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Note and of any Note issued in
exchange therefor or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Note.
No reference herein to the Base Indenture or First
Supplemental Indenture and no provision of this Note or of the
Base Indenture or First Supplemental Indenture shall alter or
impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and
in the money herein prescribed.
As provided in the Base Indenture and subject to
certain limitations therein set forth, this Note is transferable
by the registered Holder hereof on the Security Register of the
Corporation, upon surrender of this Note for registration of
transfer at the office or agency of the Trustee in New York, New
York duly endorsed by the registered Holder hereof or accompanied
by a written instrument or instruments of transfer in form
satisfactory to the Corporation and the Security Registrar duly
executed by the registered Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of
this series of authorized denominations and for the same
aggregate principal amount will be issued to the designated
transferee or transferees.
No service charge will be made for any such transfer,
but the Corporation may require payment of a sum sufficient to
cover any tax or other governmental charge payable in relation
thereto.
Prior to due presentment of this Note for registration
of transfer of this Note, the Corporation, the Trustee, and any
agent of the Corporation or the Trustee may treat the registered
holder hereof as the owner hereof (whether or not this Note shall
be overdue) and neither the Corporation, the Trustee nor any such
agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the
principal of or the interest on this Note, or for any claim based
hereon, or otherwise in respect hereof, or based on or in respect
of the Base Indenture, against any incorporator, stockholder,
officer or director, past, present or future, as such, of the
Corporation or of any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and
released.
[The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof.] [This Global Note is exchangeable for Notes in
definitive form only under certain limited circumstances set
forth in the Base Indenture. Notes so issued are issuable only
in registered form without coupons in denominations of $1,000 and
any integral multiple thereof.] As provided in the Base
Indenture and subject to certain limitations herein and therein
set forth, Notes of this series [so issued] are exchangeable for
a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering
the same.
All terms used in this Note that are defined in the
Base Indenture or First Supplemental Indenture shall have the
meanings assigned to them therein.
THE BASE INDENTURE, THE FIRST SUPPLEMENTAL INDENTURE
AND THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS . . . . . . . . . . . 2
SECTION 101 Definition of Terms . . . . . . . . . . . 2
ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE NOTES . . . . 6
SECTION 201 Designation and Principal Amount . . . . 6
SECTION 202 Place of Payment; Security Register for
Notes . . . . . . . . . . . . . . . . . . 6
SECTION 203 Global Note . . . . . . . . . . . . . . . 6
SECTION 204 Interest . . . . . . . . . . . . . . . . 7
ARTICLE III
COVENANTS . . . . . . . . . . . . 8
SECTION 301 Limitation on Liens on Stock or
Indebtedness of Principal Subsidiaries . 8
SECTION 302 Limitations on Funded Debt . . . . . . . 9
ARTICLE IV
REDEMPTION OF THE NOTES . . . . . . . . 11
SECTION 401 2000 Notes, 2001 Notes, 2002 Notes and
2007 Notes Not Redeemable . . . . . . . . 11
SECTION 402 Redemption of 2017 Notes, 2027 Notes,
2037 Notes and 2097 Notes at the Option
of the Corporation . . . . . . . . . . . 11
SECTION 403 Redemption of 2037 Notes on May 1, 2004
at the Option of the Holders Thereof . . 11
SECTION 404 Advancement of Stated Maturity of the
2097 Notes at the Option of the
Corporation Upon the Occurrence of a Tax
Event . . . . . . . . . . . . . . . . . . 12
SECTION 405 No Sinking Fund . . . . . . . . . . . . . 13
ARTICLE V
FORMS OF NOTES . . . . . . . . . . 13
SECTION 501 Forms of Notes . . . . . . . . . . . . . 13
ARTICLE VI
ORIGINAL ISSUE OF NOTES . . . . . . . . 13
SECTION 601 Original Issue of Notes . . . . . . . . . 13
ARTICLE VII
MISCELLANEOUS . . . . . . . . . . . 13
SECTION 701 Ratification of Base Indenture . . . . . 13
SECTION 702 Trustee Not Responsible for Recitals . . 14
SECTION 703 Governing Law . . . . . . . . . . . . . . 14
SECTION 704 Separability . . . . . . . . . . . . . . 14
SECTION 705 Counterparts . . . . . . . . . . . . . . 14
