Consent and Second Omnibus Amendment AgreementConsent and Second Omnibus Amendment Agreement • February 3rd, 2023 • Norfolk Southern Corp • Railroads, line-haul operating
10, 2021 (this “Amendment”), is 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, “Lessee”); NORFOLK SOUTHERN CORPORATION, a Virginia corporation, as Guarantor (“Guarantor”); BA LEASING BSC, LLC, a Delaware limited liability company, as Lessor (“Lessor”); BANK OF AMERICA, N.A., not in its individual capacity, except as expressly stated herein, but solely as Administrative Agent (“Administrative Agent”) and the persons listed on the signature pages hereto as Rent Assignees (each, a “Rent Assignee”, and collectively, the “Rent Assignees”).
