Common use of Debentures Clause in Contracts

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

Debentures. The parties intend Subject to seek the Debenture Holders Required Consent in connection with, and to permitconditions of this Section 2.5, the Distribution and certain of the other transactions contemplated hereby. It is the intent of the Parties have agreed that Persons listed in Appendix III (each, a “Debenture Holder”) may become parties that, in connection with obtaining such consent, prior to the Closing, CRC will conduct a consent solicitation to seek the Debenture Holders Required Consent (this Agreement as amended from time to time, the "Debenture Consent Solicitation") and, in connection therewith, prior to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will conduct an offer to exchange “New Debentures initially issued by each of NYC Newco and PRR Newco Series B Investors” for the Debentures purpose of purchasing Series B Units at the Second Closing on the terms terms, and subject to the conditions set forth conditions, specified in this Agreement. The Company shall provide written notice to each Debenture Holder, at such Debenture Holder’s address listed on Appendix III, as to (i) the date scheduled for the Second Closing, (ii) the opportunity for such Debenture Holder to become a party to this Agreement as a “New Series B Investor” in accordance with this Section and (iii) the manner and deadline for accepting such opportunity (as described in the next sentence). If any such Debenture Holder shall determine to become a party to this Agreement as a “New Series B Investor,” then such Debenture Holder shall, on or prior to the scheduled date for the Second Closing, authorize the Company to cancel its original debenture by delivering (1) its executed counterpart to this Agreement whereby such Debenture Holder (i) agrees to observe and to be bound by, and to be entitled to the rights provided by, this Agreement as if such Debenture Holder were named herein and/or on originally as a “New Series B Investor,” (ii) confirms the aggregate consideration to be paid by such other terms as may be agreed Debenture Holder for Series B Units at the Second Closing by CRC, NSC and CSX as necessary or appropriate in order to facilitate obtaining the Debenture Holders Required Consent, including without limitation, the tendering an equivalent principal amount of the debentures identified opposite such Debenture Cash Payments Holder’s name on Appendix III (but excluding any warrants associated with the "Exchange Offer"tendered principal amount of debentures), (iii) confirms such Debenture Holder’s agreement to deliver the agreed portion of the tendered principal amount of the debentures at the Second Closing against the delivery of the Series B Units at a purchase price of $3.00 per Series B Unit, (2) its executed joinder to the Amended and Restated Shareholders Agreement and (3) its executed counterpart to the First Amendment to Registration Rights Agreement. The Exchange Offer shall be on Notwithstanding the basis that each holder of Debentures accepting foregoing, the New Debentures in exchange for such holder's Debentures must grant a consent in respect ability of the Debenture Holders Required Consent. In connection with the foregoing, the parties to become a party to this Agreement shall undertake the following transactions: (a) Prior be limited to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CRC, in consultation with NSC and CSX, shall prepare a consent solicitation, which consent solicitation shall form part of the Registration Statement, to seek the Debenture Holders Required Consent in connection with the Distribution and certain other transactions contemplated hereby and to the execution of the Supplemental Indenture. CRC shall comply with all applicable laws or regulations in connection with the Debenture Consent Solicitation. (b) Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, on the Distribution Date, CRC shall execute and deliver the Supplemental Indenture and such other necessary documents and request the Trustee to execute the same. The parties agree to execute and deliver all reasonable and necessary opinions, officer's certificates and other documents in connection with the execution of the Supplemental Indenture. (c) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will promptly prepare and cause to be filed with the SEC, Registration Statements offering to exchange for each no more than $1,000.00 1,450,000 aggregate principal amount of each series debentures of all such Debenture Holders so electing to participate, with the right of the Debentures $580.00 principal amount of the corresponding series of New Debentures Company in its sole discretion to be issued by PRR Newco (the "PRR Newco Debentures") and $420.00 principal amount of the corresponding series of New Debentures allocate among such Debenture Holders as necessary in order to be issued by NYC Newco (the "NYC Newco Debentures"), subject to the treatment of fractional interests. The PRR Newco Debentures shall be fully and unconditionally guaranteed by NSR and the NYC Newco Debentures shall be fully and unconditionally guaranteed by CSXT. CSXT and NSR shall execute and deliver the NYC Newco Indenture and the PRR Newco Indenture, respectively, setting forth their respective guarantee obligations on the Distribution Date and any other necessary documents ancillary thereto and shall request the respective trustees to execute the same. Upon completion of the mergers set forth in Section 2.1(j), the NYC Newco Debentures shall be assumed by and shall become the primary obligations of CSXT and the PRR Newco Debentures shall be assumed by and shall become the primary obligations of NSR. The respective guarantee obligations of CSXT and NSR shall automatically cease to exist upon completion of the mergers described in Section 2.1(j). Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, NSC and CSX shall ensure that CRC has sufficient cash to make, and CRC shall make, the Debenture Cash Payments at the Closing. The Exchange Offer will be registered under the Securities Act on the appropriate form of Registration Statement and shall comply with all applicable rules and regulations under the Exchange Act and with all other applicable laws. As a result of meet such Exchange Offer and Debenture Consent Solicitation, the parties hereto agree to make such additional filings pursuant to the Securities Act or the Exchange Act as are necessary or appropriate. The parties shall also take all such action as may be necessary or appropriate under state securities or "Blue Sky" laws in connection with the transactions contemplated by this Agreementlimitation.

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

Debentures. The parties intend to seek On the Debenture Holders Required Consent in connection withClosing Date, and to permit, the Distribution and certain of the other transactions contemplated hereby. It is the intent of the parties that, in connection with obtaining such consent, prior to the Closing, CRC will conduct a consent solicitation to seek the Debenture Holders Required Consent (as amended from time to time, the "Debenture Consent Solicitation") and, in connection therewith, prior to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will conduct an offer to exchange New Debentures initially issued by each of NYC Newco and PRR Newco for the Debentures on upon the terms and subject to the conditions set forth herein and/or on such other terms as may be agreed by CRCherein, NSC and CSX as necessary or appropriate in order to facilitate obtaining the Debenture Holders Required Consent, including without limitation, the amount of the Debenture Cash Payments (the "Exchange Offer"). The Exchange Offer shall be on the basis that each holder of Debentures accepting the New Debentures in exchange for such holder's Debentures must grant a consent in respect of the Debenture Holders Required Consent. In connection substantially concurrent with the foregoing, the parties shall undertake the following transactions: (a) Prior to the Closing, on a timetable agreed execution and delivery of this Agreement by the parties hereto, the Company agrees to most expeditiously lead sell to each Purchaser, and each of the ClosingPurchasers agrees to purchase from the Company, CRCa 15% Original Issue Discount Senior Secured Convertible Debenture in the Principal Amount set forth on such Purchaser’s signature page hereto (each, in consultation with NSC as the same may be amended, amended and CSXrestated or otherwise modified from time to time, a “Debenture”, and collectively, the “Debentures”). Each such Debenture, shall prepare a consent solicitationamong other things (i) be dated the date of issuance; (ii) be funded with an original issue discount of 15%, which consent solicitation such that the Subscription Amount to be advanced by each Purchaser for the purchase of such Debenture shall form part of the Registration Statement, to seek the Debenture Holders Required Consent in connection with the Distribution and certain other transactions contemplated hereby and to the execution of the Supplemental Indenture. CRC shall comply with all applicable laws or regulations in connection with the Debenture Consent Solicitation. (b) Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, on the Distribution Date, CRC shall execute and deliver the Supplemental Indenture and such other necessary documents and request the Trustee to execute the same. The parties agree to execute and deliver all reasonable and necessary opinions, officer's certificates and other documents in connection with the execution of the Supplemental Indenture. (c) Prior to the Closing, on a timetable agreed equal 85% multiplied by the parties to most expeditiously lead to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will promptly prepare and cause to be filed with the SEC, Registration Statements offering to exchange for each $1,000.00 principal amount Principal Amount of each series of the Debentures $580.00 principal amount of the corresponding series of New Debentures to be issued by PRR Newco such Debenture; (the "PRR Newco Debentures"iii) and $420.00 principal amount of the corresponding series of New Debentures to be issued by NYC Newco (the "NYC Newco Debentures")mature, subject to the treatment terms set forth therein, on the earlier to occur of fractional interests. The PRR Newco Debentures (x) the date of the consummation of a Qualified Offering and (y) 24 months from the date of issuance; and (iv) be in the form of Exhibit A attached hereto; provided that the Subscription Amount with respect to (A) Jefferson shall not be advanced in cash, but rather shall be fully and unconditionally guaranteed advanced by NSR and the NYC Newco Debentures shall be fully and unconditionally guaranteed by CSXT. CSXT and NSR shall execute and deliver the NYC Newco Indenture and the PRR Newco Indenture, respectively, setting forth their respective guarantee obligations on the Distribution Date and any other necessary documents ancillary thereto and shall request the respective trustees to execute the same. Upon completion exchange of the mergers set forth in Section 2.1(j), the NYC Newco Debentures shall be assumed by and shall become the primary obligations of CSXT and the PRR Newco Debentures shall be assumed by and shall become the primary obligations of NSR. The respective guarantee obligations of CSXT and NSR shall automatically cease to exist upon completion of the mergers securities described in Section 2.1(j). Subject to the satisfaction 1 of the conditions set forth Jefferson Rollover Exchange Agreement; (B) Upexi shall not be advanced in cash, but shall be advanced by Upexi pursuant to Section 2.2(a)(ii) of the Infusionz MIPA; (C) Leonite shall not be advanced in cash, but rather shall be advanced by the exchange of securities described in Section 5.2 hereof1 of the Leonite Rollover Exchange Agreement; (D) MacRab shall not be advanced in cash, NSC but rather shall be advanced by the exchange of securities described in Section 1 of the MacRab Rollover Exchange Agreement; and CSX (E) Target shall ensure that CRC has sufficient cash to makenot be advanced in cash, and CRC but rather shall make, be advanced by the Debenture Cash Payments at exchange of securities described in Section 1 of the Closing. The MacRab Rollover Exchange Offer will be registered under the Securities Act on the appropriate form of Registration Statement and shall comply with all applicable rules and regulations under the Exchange Act and with all other applicable laws. As a result of such Exchange Offer and Debenture Consent Solicitation, the parties hereto agree to make such additional filings pursuant to the Securities Act or the Exchange Act as are necessary or appropriate. The parties shall also take all such action as may be necessary or appropriate under state securities or "Blue Sky" laws in connection with the transactions contemplated by this Agreement.

Debentures. The parties intend In order to seek facilitate the Debenture Holders Required Consent in connection with, and to permitremarketing, the Distribution and certain Agent shall notify the Remarketing Agent, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, of the other transactions contemplated herebyaggregate number of Debentures to be remarketed. It is Concurrently, the intent Collateral Agent, pursuant to the terms of the parties thatPledge Agreement, in connection with obtaining such consent, prior will present for remarketing the Debentures to the Closing, CRC will conduct a consent solicitation to seek Remarketing Agent. Upon receipt of such notice from the Debenture Holders Required Consent (as amended Agent and the Debentures from time to timethe Collateral Agent, the "Debenture Consent Solicitation") andRemarketing Agent will, in connection therewithon the third Business Day immediately preceding the Purchase Contract Settlement Date, prior use its reasonable efforts to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will conduct an offer to exchange New Debentures initially issued by each of NYC Newco and PRR Newco for remarket the Debentures on the terms and subject to the conditions set forth herein and/or on such other terms as may be agreed by CRC, NSC and CSX as necessary or appropriate in order to facilitate obtaining the Debenture Holders Required Consent, including without limitation, the amount date at a price of approximately ____% (but not less than ____%) of the Debenture Cash Payments (the "Exchange Offer"). The Exchange Offer shall be on the basis that each holder of Debentures accepting the New Debentures in exchange for such holder's Debentures must grant a consent in respect of the Debenture Holders Required Consent. In connection with the foregoing, the parties shall undertake the following transactions: (a) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CRC, in consultation with NSC and CSX, shall prepare a consent solicitation, which consent solicitation shall form part of the Registration Statement, to seek the Debenture Holders Required Consent in connection with the Distribution and certain other transactions contemplated hereby and to the execution of the Supplemental Indenture. CRC shall comply with all applicable laws or regulations in connection with the Debenture Consent Solicitation. (b) Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, on the Distribution Date, CRC shall execute and deliver the Supplemental Indenture and such other necessary documents and request the Trustee to execute the same. The parties agree to execute and deliver all reasonable and necessary opinions, officer's certificates and other documents in connection with the execution of the Supplemental Indenture. (c) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will promptly prepare and cause to be filed with the SEC, Registration Statements offering to exchange for each $1,000.00 principal amount of each series of the Debentures $580.00 aggregate principal amount of the corresponding series Debentures, plus accrued and unpaid interest (including deferred interest), if any, thereon. After deducting any Remarketing Fee then the Remarketing Agent will remit the remaining portion of New Debentures the proceeds from such remarketing to be issued by PRR Newco (the "PRR Newco Debentures") and $420.00 Collateral Agent. Such portion of the proceeds, equal to the aggregate principal amount of such Debentures, will automatically be applied by the corresponding series Collateral Agent, in accordance with the Pledge Agreement to satisfy in full such Corporate Unit Holders' obligations to pay the Purchase Price for the Common Stock under the related Purchase Contracts on the Purchase Contract Settlement Date. Any proceeds in excess of those required to pay the Purchase Price and the Remarketing Fee will be remitted to the Agent for payment to the Holders of the related Corporate Units. Corporate Unit Holders whose Debentures are so remarketed will not otherwise be responsible for the payment of any Remarketing Fee in connection therewith. If such a remarketing results in a Failed Remarketing in accordance with the terms of the Pledge Agreement, the Collateral Agent, for the benefit of the Company, will exercise its rights as a secured party with respect to such Debentures, including those actions specified in paragraph (c) below; provided, that if upon a Failed Remarketing the Collateral Agent exercises such rights for the benefit of the Company with respect to such Debentures, any accrued and unpaid interest on such Debentures will become payable by FPL Group Capital to the Agent for payment to the Holder of the Corporate Units to which such Debentures relate. Such payment will be made by FPL Group Capital on or prior to 11:00 a.m., New Debentures York City time, on the Purchase Contract Settlement Date in lawful money of the United States by certified or cashiers' check or wire transfer, in each case in immediately available funds payable to or upon the order of the Agent. The Company will cause a notice of such Failed Remarketing to be issued by NYC Newco (the "NYC Newco Debentures"), subject to the treatment of fractional interests. The PRR Newco Debentures shall be fully and unconditionally guaranteed by NSR and the NYC Newco Debentures shall be fully and unconditionally guaranteed by CSXT. CSXT and NSR shall execute and deliver the NYC Newco Indenture and the PRR Newco Indenture, respectively, setting forth their respective guarantee obligations published on the Distribution Business Day immediately preceding the Purchase Contract Settlement Date and any other necessary documents ancillary thereto and shall request the respective trustees to execute the same. Upon completion of the mergers set forth in Section 2.1(j), the NYC Newco Debentures shall be assumed by and shall become the primary obligations of CSXT and the PRR Newco Debentures shall be assumed by and shall become the primary obligations of NSR. The respective guarantee obligations of CSXT and NSR shall automatically cease to exist upon completion of the mergers described in Section 2.1(j). Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, NSC and CSX shall ensure that CRC has sufficient cash to make, and CRC shall make, the Debenture Cash Payments at the Closing. The Exchange Offer will be registered under the Securities Act on the appropriate form of Registration Statement and shall comply with all applicable rules and regulations under the Exchange Act and with all other applicable laws. As a result of such Exchange Offer and Debenture Consent Solicitation, the parties hereto agree to make such additional filings pursuant to the Securities Act or the Exchange Act as are necessary or appropriate. The parties shall also take all such action as may be necessary or appropriate under state securities or "Blue Sky" laws in connection with the transactions contemplated by this Agreementan Authorized Newspaper.

Debentures. The parties intend to seek the Debenture Holders Required Consent in connection with, and to permit, the Distribution and certain of the other transactions contemplated hereby. It is the intent of the parties that, in connection with obtaining such consent, prior to the Closing, CRC will conduct a consent solicitation to seek the Debenture Holders Required Consent (as amended from time to time, the "Debenture Consent Solicitation") and, in connection therewith, prior to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will conduct an offer to exchange New Debentures initially issued by each of NYC Newco and PRR Newco for the Debentures on Upon the terms and subject to the conditions set forth herein and/or herein, (i) on the First Closing Date, the Company agrees to sell to each Purchaser participating in the First Closing and each such Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in an amount equal to such portion of the First Closing Principal Amount as is set forth on such other terms Purchaser’s signature page to this Agreement, (ii) on the Second Closing Date, if the Requisite Holders agree to proceed with the second Closing, the Company agrees to sell to each Purchaser participating in the Second Closing and each such Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in amount equal to such portion of the Second Closing Principal Amount as is set forth on such Purchaser’s signature page to this Agreement, (iii) on the Third Closing Date, if the Requisite Holders agree to proceed with the third Closing, the Company agrees to sell to each Purchaser participating in the Third Closing and each such Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in amount equal to such portion of the Third Closing Principal Amount as is set forth on such Purchaser’s signature page to this Agreement, and (iv) on each Subsequent Closing Date, if any, the Company agrees to sell to each Purchaser participating in such Subsequent Closing and each such Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in amount equal to such portion of the Subsequent Closing Principal Amount as is set forth on such Purchaser’s signature page to this Agreement, (each such 10% original issue discount secured convertible debenture, as may be agreed by CRCamended, NSC amended and CSX as necessary restated or appropriate in order otherwise modified from time to facilitate obtaining the Debenture Holders Required Consenttime, including without limitationa “Debenture”, and collectively, the amount of the Debenture Cash Payments (the "Exchange Offer"“Debenture”). The Exchange Offer Each Debenture shall be substantially in the form of Exhibit A attached hereto with the blanks appropriately filled and all outstanding principal on each Debenture shall mature on the basis date that each holder of Debentures accepting is eighteen (18) months from the New Debentures in exchange applicable Closing Date for such holder's Debentures must grant a consent in respect of the Debenture Holders Required Consent. In connection with the foregoing, the parties shall undertake the following transactions: (a) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CRC, in consultation with NSC and CSX, shall prepare a consent solicitation, which consent solicitation shall form part of the Registration Statement, to seek the Debenture Holders Required Consent in connection with the Distribution and certain other transactions contemplated hereby and to the execution of the Supplemental Indenture. CRC shall comply with all applicable laws or regulations in connection with the Debenture Consent SolicitationDebenture. (b) Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, on the Distribution Date, CRC shall execute and deliver the Supplemental Indenture and such other necessary documents and request the Trustee to execute the same. The parties agree to execute and deliver all reasonable and necessary opinions, officer's certificates and other documents in connection with the execution of the Supplemental Indenture. (c) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will promptly prepare and cause to be filed with the SEC, Registration Statements offering to exchange for each $1,000.00 principal amount of each series of the Debentures $580.00 principal amount of the corresponding series of New Debentures to be issued by PRR Newco (the "PRR Newco Debentures") and $420.00 principal amount of the corresponding series of New Debentures to be issued by NYC Newco (the "NYC Newco Debentures"), subject to the treatment of fractional interests. The PRR Newco Debentures shall be fully and unconditionally guaranteed by NSR and the NYC Newco Debentures shall be fully and unconditionally guaranteed by CSXT. CSXT and NSR shall execute and deliver the NYC Newco Indenture and the PRR Newco Indenture, respectively, setting forth their respective guarantee obligations on the Distribution Date and any other necessary documents ancillary thereto and shall request the respective trustees to execute the same. Upon completion of the mergers set forth in Section 2.1(j), the NYC Newco Debentures shall be assumed by and shall become the primary obligations of CSXT and the PRR Newco Debentures shall be assumed by and shall become the primary obligations of NSR. The respective guarantee obligations of CSXT and NSR shall automatically cease to exist upon completion of the mergers described in Section 2.1(j). Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, NSC and CSX shall ensure that CRC has sufficient cash to make, and CRC shall make, the Debenture Cash Payments at the Closing. The Exchange Offer will be registered under the Securities Act on the appropriate form of Registration Statement and shall comply with all applicable rules and regulations under the Exchange Act and with all other applicable laws. As a result of such Exchange Offer and Debenture Consent Solicitation, the parties hereto agree to make such additional filings pursuant to the Securities Act or the Exchange Act as are necessary or appropriate. The parties shall also take all such action as may be necessary or appropriate under state securities or "Blue Sky" laws in connection with the transactions contemplated by this Agreement.

Debentures. The parties intend to seek the Debenture Holders Required Consent in connection with, and to permit, the Distribution and certain of the other transactions contemplated hereby. It is the intent of the parties that, in connection with obtaining such consent, prior to the Closing, CRC will conduct a consent solicitation to seek the Debenture Holders Required Consent (as amended from time to time, the "Debenture Consent Solicitation") and, in connection therewith, prior to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will conduct an offer to exchange New Debentures initially issued by each of NYC Newco and PRR Newco for the Debentures on Upon the terms and subject to the conditions set forth herein and/or herein, (i) on the First Closing Date, the Company agrees to sell to each Purchaser participating in the First Closing and each such Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in amount equal to such portion of the First Closing Principal Amount as is set forth on such other terms Purchaser’s signature page to this Agreement, (ii) on the Second Closing Date, the Company agrees to sell to each Purchaser participating in the Second Closing and each such Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in amount equal to such portion of the Second Closing Principal Amount as is set forth on such Purchaser’s signature page to this Agreement, (iii) on the Third Closing Date, if the Requisite Holders agree to proceed with the Third Closing, the Company agrees to sell to each Purchaser participating in the Third Closing and each such Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in amount equal to such portion of the Third Closing Principal Amount as is set forth on such Purchaser’s signature page to this Agreement, (iv) on the Fourth Closing Date, if the Requisite Holders agree to proceed with the Fourth Closing, the Company agrees to sell to each Purchaser participating in the Fourth Closing and each such Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in amount equal to such portion of Fourth Closing Principal Amount as is set forth on such Purchaser’s signature page to this Agreement, and (v) on each Subsequent Closing Date, if any, the Company agrees to sell to each Purchaser participating in such Subsequent Closing and each such Purchaser agrees to purchase from the Company, a secured convertible debenture issued by the Company in amount equal to such portion of the Subsequent Closing Principal Amount as is set forth on such Purchaser’s signature page to this Agreement, (each such secured convertible debenture, as may be agreed by CRCamended, NSC amended and CSX as necessary restated or appropriate in order otherwise modified from time to facilitate obtaining the Debenture Holders Required Consenttime, including without limitationa “Debenture”, and collectively, the amount of the Debenture Cash Payments (the "Exchange Offer"“Debentures”). The Exchange Offer Each Debenture shall be substantially in the form of Exhibit A attached hereto with the blanks appropriately filled and all outstanding principal on each Debenture shall mature on the basis date that each holder of Debentures accepting is eighteen (18) months from the New Debentures in exchange for such holder's Debentures must grant a consent in respect of the Debenture Holders Required Consent. In connection with the foregoing, the parties shall undertake the following transactions: (a) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CRC, in consultation with NSC and CSX, shall prepare a consent solicitation, which consent solicitation shall form part of the Registration Statement, to seek the Debenture Holders Required Consent in connection with the Distribution and certain other transactions contemplated hereby and to the execution of the Supplemental Indenture. CRC shall comply with all applicable laws or regulations in connection with the Debenture Consent SolicitationFirst Closing Date. (b) Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, on the Distribution Date, CRC shall execute and deliver the Supplemental Indenture and such other necessary documents and request the Trustee to execute the same. The parties agree to execute and deliver all reasonable and necessary opinions, officer's certificates and other documents in connection with the execution of the Supplemental Indenture. (c) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will promptly prepare and cause to be filed with the SEC, Registration Statements offering to exchange for each $1,000.00 principal amount of each series of the Debentures $580.00 principal amount of the corresponding series of New Debentures to be issued by PRR Newco (the "PRR Newco Debentures") and $420.00 principal amount of the corresponding series of New Debentures to be issued by NYC Newco (the "NYC Newco Debentures"), subject to the treatment of fractional interests. The PRR Newco Debentures shall be fully and unconditionally guaranteed by NSR and the NYC Newco Debentures shall be fully and unconditionally guaranteed by CSXT. CSXT and NSR shall execute and deliver the NYC Newco Indenture and the PRR Newco Indenture, respectively, setting forth their respective guarantee obligations on the Distribution Date and any other necessary documents ancillary thereto and shall request the respective trustees to execute the same. Upon completion of the mergers set forth in Section 2.1(j), the NYC Newco Debentures shall be assumed by and shall become the primary obligations of CSXT and the PRR Newco Debentures shall be assumed by and shall become the primary obligations of NSR. The respective guarantee obligations of CSXT and NSR shall automatically cease to exist upon completion of the mergers described in Section 2.1(j). Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, NSC and CSX shall ensure that CRC has sufficient cash to make, and CRC shall make, the Debenture Cash Payments at the Closing. The Exchange Offer will be registered under the Securities Act on the appropriate form of Registration Statement and shall comply with all applicable rules and regulations under the Exchange Act and with all other applicable laws. As a result of such Exchange Offer and Debenture Consent Solicitation, the parties hereto agree to make such additional filings pursuant to the Securities Act or the Exchange Act as are necessary or appropriate. The parties shall also take all such action as may be necessary or appropriate under state securities or "Blue Sky" laws in connection with the transactions contemplated by this Agreement.

Debentures. The parties intend to seek the Debenture Holders Required Consent in connection with, and to permit, the Distribution and certain of the other transactions contemplated hereby. It is the intent of the parties that, in connection with obtaining such consent, prior to the Closing, CRC will conduct a consent solicitation to seek the Debenture Holders Required Consent (as amended from time to time, the "Debenture Consent Solicitation") and, in connection therewith, prior to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will conduct an offer to exchange New Debentures initially issued by each of NYC Newco and PRR Newco for the Debentures on Upon the terms and subject to the conditions set forth herein and/or herein, (i) on such other terms as may be the First Closing Date, if the Company and Purchasers mutually agreed to proceed with the First Closing, the Company agrees to sell to the Purchasers, and the Purchasers agree to purchase from the Company, a 10% original issue discount secured convertible debenture issued by CRC, NSC and CSX as necessary or appropriate the Company in order to facilitate obtaining the Debenture Holders Required Consent, including without limitation, the amount of the Debenture Cash Payments First Closing Principal Amount, (the "Exchange Offer"). The Exchange Offer shall be ii) on the basis that each holder of Debentures accepting Second Closing Date, if the New Debentures in exchange for such holder's Debentures must grant a consent in respect of the Debenture Holders Required Consent. In connection Company and Purchasers mutually agreed to proceed with the foregoingSecond Closing, the parties shall undertake the following transactions: (a) Prior Company agrees to sell to the ClosingPurchasers, on and the Purchasers agree to purchase from the Company, a timetable agreed 10% original issue discount secured convertible debenture issued by the parties to most expeditiously lead to Company in the Closing, CRC, in consultation with NSC and CSX, shall prepare a consent solicitation, which consent solicitation shall form part of the Registration Statement, to seek the Debenture Holders Required Consent in connection with the Distribution and certain other transactions contemplated hereby and to the execution of the Supplemental Indenture. CRC shall comply with all applicable laws or regulations in connection with the Debenture Consent Solicitation. (b) Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, on the Distribution Date, CRC shall execute and deliver the Supplemental Indenture and such other necessary documents and request the Trustee to execute the same. The parties agree to execute and deliver all reasonable and necessary opinions, officer's certificates and other documents in connection with the execution of the Supplemental Indenture. (c) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will promptly prepare and cause to be filed with the SEC, Registration Statements offering to exchange for each $1,000.00 principal amount of each series of the Debentures $580.00 principal amount of the corresponding series of New Debentures Second Closing Principal Amount, (iii) on the Third Closing Date, if the Company and Purchasers mutually agreed to be proceed with the Third Closing, the Company agrees to sell to the Purchasers, and the Purchasers agree to purchase from the Company, a 10% original issue discount secured convertible debenture issued by PRR Newco (the "PRR Newco Debentures") and $420.00 principal Company in the amount of the corresponding series of New Debentures Third Closing Principal Amount, (iv) on the Fourth Closing Date, if the Company and Purchasers mutually agreed to be proceed with the Fourth Closing, the Company agrees to sell to the Purchasers, and the Purchasers agree to purchase from the Company, a 10% original issue discount secured convertible debenture issued by NYC Newco the Company in the amount of the Fourth Closing Principal Amount, and (v) on the "NYC Newco Debentures")Fifth Closing Date, subject if the Company and Purchasers mutually agreed to proceed with the Fifth Closing, the Company agrees to sell to the treatment of fractional interests. The PRR Newco Debentures shall be fully and unconditionally guaranteed by NSR Purchasers, and the NYC Newco Debentures shall be fully and unconditionally guaranteed Purchasers agree to purchase from the Company, a 10% original issue discount secured convertible debenture issued by CSXT. CSXT and NSR shall execute and deliver the NYC Newco Indenture and Company in the PRR Newco Indenture, respectively, setting forth their respective guarantee obligations on the Distribution Date and any other necessary documents ancillary thereto and shall request the respective trustees to execute the same. Upon completion amount of the mergers set forth in Section 2.1(j)Fifth Closing Principal Amount (each such 10% original issue discount secured convertible debenture, the NYC Newco Debentures shall be assumed by and shall become the primary obligations of CSXT and the PRR Newco Debentures shall be assumed by and shall become the primary obligations of NSR. The respective guarantee obligations of CSXT and NSR shall automatically cease to exist upon completion of the mergers described in Section 2.1(j). Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, NSC and CSX shall ensure that CRC has sufficient cash to make, and CRC shall make, the Debenture Cash Payments at the Closing. The Exchange Offer will be registered under the Securities Act on the appropriate form of Registration Statement and shall comply with all applicable rules and regulations under the Exchange Act and with all other applicable laws. As a result of such Exchange Offer and Debenture Consent Solicitation, the parties hereto agree to make such additional filings pursuant to the Securities Act or the Exchange Act as are necessary or appropriate. The parties shall also take all such action as may be necessary amended, amended and restated or appropriate under state securities or "Blue Sky" laws otherwise modified from time to time, a “Debenture”, and collectively, the “Debentures”). Each Debenture shall be substantially in connection the form of Exhibit A attached hereto with the transactions contemplated by this Agreementblanks appropriately filled and shall mature on the date that is eighteen (18) months from the First Closing Date.

Debentures. The parties intend to seek the Debenture Holders Required Consent in connection with, and to permit, the Distribution and certain of the other transactions contemplated hereby. It is the intent of the parties that, in connection with obtaining such consent, prior to the Closing, CRC will conduct a consent solicitation to seek the Debenture Holders Required Consent (as amended from time to time, the "Debenture Consent Solicitation") and, in connection therewith, prior to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will conduct an offer to exchange New Debentures initially issued by each of NYC Newco and PRR Newco for the Debentures on Upon the terms and subject to the conditions set forth herein and/or herein, (i) on the First Closing Date, the Company agrees to sell to each Purchaser participating in the First Closing and each such Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in amount equal to such portion of the First Closing Principal Amount as is set forth on such other terms Purchaser’s signature page to this Agreement, (ii) on the Second Closing Date, the Company agrees to sell to each Purchaser participating in the Second Closing and each such Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in amount equal to such portion of the Second Closing Principal Amount as is set forth on such Purchaser’s signature page to this Agreement, (iii) on the Third Closing Date, if the Requisite Holders agree to proceed with the third Closing, the Company agrees to sell to each Purchaser participating in the Third Closing and each such Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in amount equal to such portion of the Third Closing Principal Amount as is set forth on such Purchaser’s signature page to this Agreement, and (iv) on each Subsequent Closing Date, if any, the Company agrees to sell to each Purchaser participating in such Subsequent Closing and each such Purchaser agrees to purchase from the Company, a 10% original issue discount secured convertible debenture issued by the Company in amount equal to such portion of the Subsequent Closing Principal Amount as is set forth on such Purchaser’s signature page to this Agreement, (each such 10% original issue discount secured convertible debenture, as may be agreed by CRCamended, NSC amended and CSX as necessary restated or appropriate in order otherwise modified from time to facilitate obtaining the Debenture Holders Required Consenttime, including without limitationa “Debenture”, and collectively, the amount of the Debenture Cash Payments (the "Exchange Offer"“Debentures”). The Exchange Offer Each Debenture shall be substantially in the form of Exhibit A attached hereto with the blanks appropriately filled and shall mature on the basis date that each holder of Debentures accepting is eighteen (18) months from the New Debentures in exchange for such holder's Debentures must grant a consent in respect of the Debenture Holders Required Consent. In connection with the foregoing, the parties shall undertake the following transactions: (a) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CRC, in consultation with NSC and CSX, shall prepare a consent solicitation, which consent solicitation shall form part of the Registration Statement, to seek the Debenture Holders Required Consent in connection with the Distribution and certain other transactions contemplated hereby and to the execution of the Supplemental Indenture. CRC shall comply with all applicable laws or regulations in connection with the Debenture Consent SolicitationFirst Closing Date. (b) Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, on the Distribution Date, CRC shall execute and deliver the Supplemental Indenture and such other necessary documents and request the Trustee to execute the same. The parties agree to execute and deliver all reasonable and necessary opinions, officer's certificates and other documents in connection with the execution of the Supplemental Indenture. (c) Prior to the Closing, on a timetable agreed by the parties to most expeditiously lead to the Closing, CSXT, NYC Newco, NSR, PRR Newco and CRC will promptly prepare and cause to be filed with the SEC, Registration Statements offering to exchange for each $1,000.00 principal amount of each series of the Debentures $580.00 principal amount of the corresponding series of New Debentures to be issued by PRR Newco (the "PRR Newco Debentures") and $420.00 principal amount of the corresponding series of New Debentures to be issued by NYC Newco (the "NYC Newco Debentures"), subject to the treatment of fractional interests. The PRR Newco Debentures shall be fully and unconditionally guaranteed by NSR and the NYC Newco Debentures shall be fully and unconditionally guaranteed by CSXT. CSXT and NSR shall execute and deliver the NYC Newco Indenture and the PRR Newco Indenture, respectively, setting forth their respective guarantee obligations on the Distribution Date and any other necessary documents ancillary thereto and shall request the respective trustees to execute the same. Upon completion of the mergers set forth in Section 2.1(j), the NYC Newco Debentures shall be assumed by and shall become the primary obligations of CSXT and the PRR Newco Debentures shall be assumed by and shall become the primary obligations of NSR. The respective guarantee obligations of CSXT and NSR shall automatically cease to exist upon completion of the mergers described in Section 2.1(j). Subject to the satisfaction of the conditions set forth in Section 5.2 hereof, NSC and CSX shall ensure that CRC has sufficient cash to make, and CRC shall make, the Debenture Cash Payments at the Closing. The Exchange Offer will be registered under the Securities Act on the appropriate form of Registration Statement and shall comply with all applicable rules and regulations under the Exchange Act and with all other applicable laws. As a result of such Exchange Offer and Debenture Consent Solicitation, the parties hereto agree to make such additional filings pursuant to the Securities Act or the Exchange Act as are necessary or appropriate. The parties shall also take all such action as may be necessary or appropriate under state securities or "Blue Sky" laws in connection with the transactions contemplated by this Agreement.