LEASE, LEASEHOLD DEED TO SECURE DEBT AND SECURITY AGREEMENT Dated as of March 1, 2019 between NORFOLK SOUTHERN RAILWAY COMPANY, as Lessee and BA LEASING BSC, LLC, as LessorDebt and Security Agreement • March 5th, 2019 • Norfolk Southern Corp • Railroads, line-haul operating • Georgia
This Lease, Leasehold Deed to Secure Debt and Security Agreement dated as of March 1, 2019 (as amended, supplemented, or otherwise modified from time to time, this “Lease” or “Deed to Secure Debt”), between BA LEASING BSC, LLC, a Delaware limited liability company, having its principal office at 3400 Pawtucket Ave, Mailcode: RI1-530-01-19, Riverside, RI 02915-5298, as Lessor (“Lessor”) and NORFOLK SOUTHERN RAILWAY COMPANY, a Virginia corporation, having its principal office at c/o Norfolk Southern Corporation, Three Commercial Place, Norfolk, Virginia 23510, Attention: Vice President Finance, as Lessee (“Lessee”).
CONSTRUCTION AGENCY AGREEMENTConstruction Agency Agreement • March 5th, 2019 • Norfolk Southern Corp • Railroads, line-haul operating • Georgia
CONSTRUCTION AGENCY AGREEMENT dated as of March 1, 2019 (this “Agreement”), between BA LEASING BSC, LLC, a Delaware limited liability company, as Lessor (“Lessor”), and NORFOLK SOUTHERN RAILWAY COMPANY, a Virginia corporation (“Construction Agent”).
GUARANTYGuaranty • March 5th, 2019 • Norfolk Southern Corp • Railroads, line-haul operating • New York
PARTICIPATION AGREEMENTParticipation Agreement • March 5th, 2019 • Norfolk Southern Corp • Railroads, line-haul operating • Georgia
THIS PARTICIPATION AGREEMENT (this “Participation Agreement”), dated as of March 1, 2019, is entered into by and among NORFOLK SOUTHERN RAILWAY COMPANY, a Virginia corporation, as Lessee and as Construction Agent (together with its permitted successors and assigns, in its capacity as Lessee or as Construction Agent, the “Lessee”); BA LEASING BSC, LLC, a Delaware limited liability company, as Lessor (the “Lessor”); BANK OF AMERICA, N.A., not in its individual capacity, except as expressly stated herein, but solely as Administrative Agent (the “Administrative Agent”) and the Persons listed on Schedule II hereto as Rent Assignees (together with their permitted successors, assigns and transferees, each as a Rent Assignee under the Rent Assignment Agreement, a “Rent Assignee”, and collectively, the “Rent Assignees”).
