NORFOLK SOUTHERN CORP : Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)
Point 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.
The Notes were issued pursuant to an agreement dated
(the “Tenth Amendment”), each between the
The Notes may be redeemed in full or in part from time to time at any time at the Registrant’s option, as described below.
If the Notes are redeemed prior to the date that is three months prior to the Maturity Date of the Notes, the redemption price for the Notes to be redeemed will be the greater of (1) 100% of their principal amount or (2) the sum of the present value of the remaining scheduled principal and Interest payments on the Notes repayable up to and including the date three months prior to the Maturity Date of the Notes (excluding accrued interest but no Redemption Date), discounted semi-annually to the Redemption Date (assuming a 360-day, twelve-month period). 30-day months) at a specified rate, plus accrued and unpaid interest on the principal amount to be repaid, but without the repayment date.
If the Notes are redeemed on or after the date three months prior to the Maturity Date of the Notes, the redemption price for the Notes to be redeemed will be 100% of the principal amount of such Notes plus accrued and unpaid interest, but excluding the Redemption Date.
The tenth supplementary agreement is hereby submitted as Annex 4.1. The Tenth Amendment description contained herein is qualified by reference thereto.
Item 9.01. Financial statements and appendices.
The following exhibits will be submitted as part of this current report on Form 8-K:
Exhibit Number Description 1.1 Underwriting Agreement, dated
January 26, 2023among the Registrant and Citigroup Global Markets Inc., Goldman Sachs & Co. LLCand U.S. Bancorp Investments, Inc.is incorporated by reference to Exhibit 1.1 of the Registrant's Current Report on Form 8-K filed on January 27, 2023. 4.1 Tenth Supplemental Indenture, dated as of February 2, 2023, between the Registrantand U.S. Bank Trust Company, National Association(as successor to U.S. Bank National Association), as trustee. 5.1 Opinion Letter of Christine R. Hardy, Deputy General Counsel - Corporate & Data Privacy Officer of the Registrant regarding the validity of the Notes. 5.2 Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLPregarding the validity of the Notes. 23.1 Consent of Christine R. Hardy(included in Exhibit 5.1). 23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP(included in Exhibit 5.2). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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