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Justia Forms Business Contracts Norfolk Southern Corp. Third Supplemental Indenture, dated as of May 8, 2019, between
Third Supplemental Indenture, dated as of May 8, 2019, between the Registrant and U.S. Bank National Association, as trustee
Contract Categories: Business Finance - Indenture Agreements
NORFOLK SOUTHERN CORPORATION,
as Issuer
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
THIRD SUPPLEMENTAL INDENTURE
Dated as of May 8, 2019
Dated as of February 28, 2018
SECTION 1.01. Definitions
Establishment of the New Notes
SECTION 2.01. Designation and Establishment
SECTION 2.02. Form of the New Notes
SECTION 2.03. Principal Amount of the New Notes
SECTION 2.04. Interest Rate; Stated Maturity
SECTION 2.05. No Sinking Fund
SECTION 2.06. Global Notes and Denomination of the New Notes
SECTION 2.07. Optional Redemption
SECTION 2.08. Change of Control Repurchase Event
Establishment of Additional 2028 Notes
SECTION 3.01. Designation and Authorization
SECTION 3.02. Form of the Additional 2028 Notes
SECTION 3.03. Principal Amount of the Additional 2028 Notes
SECTION 3.04. Denomination of the Additional 2028 Notes
SECTION 5.01. Application of Third Supplemental Indenture
SECTION 5.02. Effective Date of Third Supplemental Indenture
SECTION 5.04. Trustee Not Responsible for Recitals
SECTION 5.05. Governing Law
THIRD SUPPLEMENTAL INDENTURE dated as of May 8, 2019 (this "Third Supplemental Indenture"), by and between Norfolk Southern Corporation, a Virginia corporation, as issuer (the "Company"), and U.S. Bank National Association, as trustee (the "Trustee").
WHEREAS, the Company executed and delivered the indenture, dated as of February 28, 2018, to the Trustee (the "Base Indenture", as supplemented by a Second Supplemental Indenture dated as of August 2, 2018 between the Company and the Trustee (the "Second Supplemental Indenture") and this Third Supplemental Indenture, the "Indenture"), to provide for the issuance of the Company's unsubordinated and unsecured debt securities to be issued in one or more series;
WHEREAS, pursuant to Sections 2.01 and 9.01 of the Base Indenture and the Second Supplemental Indenture, the Company established and authorized the issuance of the Company's 3.800% Senior Notes due 2028, a new series of debt securities initially issued in an aggregate principal amount of $400,000,000 (the "2028 Series"), and the Company's 5.100% Senior Notes due 2118, a new series of debt securities initially issued in an aggregate principal amount of $600,000,000 (the "2118 Series");
WHEREAS, on August 2, 2018, the Company completed its offering of initial debt securities of the 2028 Series in the aggregate principal amount of $400,000,000 (the "Initial 2028 Notes") and the 2118 Series in the aggregate principal amount of $600,000,000 (the "Initial 2118 Notes");
WHEREAS, the Company desires to reopen the 2028 Series and requests the Trustee to join it in the execution and delivery of this Third Supplemental Indenture in connection with the issuance by the Company of an additional $200,000,000 aggregate principal amount of debt securities of the 2028 Series (the "Additional 2028 Notes" and, together with the Initial 2028 Notes, the "2028 Notes"), with the form, substance, terms, provisions and conditions of such Additional 2028 Notes being identical to the form, substance, terms, provisions and conditions of the Initial 2028 Notes as provided in the Base Indenture and the Second Supplemental Indenture, and the Additional 2028 Notes shall be deemed to be part of the 2028 Series;
WHEREAS, pursuant to Section 9.01 of the Base Indenture, the Company desires to provide for the establishment of a new series of Securities under the Base Indenture to be known as its "4.100% Senior Notes due 2049" (the "New Notes"), the form and substance and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Third Supplemental Indenture;
WHEREAS, the execution and delivery of this Third Supplemental Indenture and the issuance of the Additional 2028 Notes, the Additional 2118 Notes and the New Notes have been authorized by a Board Resolution and the Board of Directors has authorized the proper officers of the Company to execute and deliver any and all appropriate documents necessary or appropriate to effect such issuance;
WHEREAS, the Company requests that the Trustee execute and deliver this Third Supplemental Indenture; and
WHEREAS, all things necessary to make this Third Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and to make the Additional 2028 Notes, the Additional 2118 Notes and the New Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed, and the execution and delivery of this Third Supplemental Indenture has been duly authorized in all respects.
NOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Additional 2028 Notes, the Additional 2118 Notes and the New Notes by the Holders thereof and other valuable consideration, the receipt of which is hereby acknowledged by the Company, and for the purpose of setting forth, as provided in the Base Indenture, the form, terms and conditions of the Additional 2028 Notes, the Additional 2118 Notes and the New Notes, the Company covenants and agrees with the Trustee for the benefit of the Holders of the Additional 2028 Notes, the Additional 2118 Notes and the New Notes, as follows:
SECTION 1.01. Definitions. Unless the context otherwise requires, capitalized terms used but not defined herein or in the recitals above have the respective meanings set forth in the Base Indenture, and with respect to the Additional 2028 Notes and the Additional 2118 Notes, the Second Supplemental Indenture. The following additional terms are hereby established for purposes of this Third Supplemental Indenture and shall have the meaning set forth in this Third Supplemental Indenture only for purposes of this Third Supplemental Indenture.
"Additional 2028 Notes" has the meaning set forth in the recitals above.
"Below Investment Grade Ratings Event" means, with respect to the New Notes, on any day within the 60-day period (which period shall be extended so long as the rating of the New Notes is under publicly announced consideration for a possible downgrade by any Rating Agency) after the earlier of (1) the occurrence of a Change of Control; or (2) public notice of the occurrence of a Change of Control or the intention by the Company to effect a Change of Control, the New Notes are rated below investment grade by each and every Rating Agency. Notwithstanding the foregoing, a Below Investment Grade Ratings Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Ratings
Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the Company's request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Ratings Event).
"Change of Control" means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" or "group" (as those terms are used in Section 13(d)(3) of the Exchange Act), other than the Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Company's Voting Stock or other Voting Stock into which the Company's Voting Stock is reclassified, consolidated, exchanged or changed measured by voting power rather than number of shares.
"Change of Control Repurchase Event" means the occurrence of both a Change of Control and a Below Investment Grade Ratings Event with respect to the New Notes.
"DTC" means The Depository Trust Company.
"Global Note" means a Security evidencing all or a part of a series of Securities, issued to the Depositary for such series in accordance with Section 2.12 of the Base Indenture.
"Initial 2028 Notes" has the meaning set forth in the recitals above.
"Interest Payment Date" means, with respect to the payment of interest on the New Notes, May 15 and November 15 of each year and, with respect to the payment of interest on the Additional 2028 Notes and the Additional 2118 Notes, February 1 and August 1 of each year.
"Investment grade" means, with respect to Moody's, a rating of Baa3 or better (or its equivalent under any successor rating categories of Moody's); with respect to S&P, a rating of BBB- or better (or its equivalent under any successor rating categories of S&P); and, with respect to any additional Rating Agency or Rating Agencies selected by the Company, the equivalent investment grade credit rating.
"Moody's" means Moody's Investors Service, Inc., a subsidiary of Moody's Corporation, and its successors.
"New Notes" has the meaning set forth in the recitals above.
"Rating Agency" means (1) each of Moody's and S&P; and (2) if either of Moody's or S&P ceases to rate the New Notes or fails to make a rating of the New Notes publicly available for reasons outside of the Company's control, a "nationally recognized statistical rating organization" within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company (as certified by a Board Resolution) as a replacement agency for Moody's or S&P, or both of them, as the case may be.
"S&P" means S&P Global Ratings, a division of S&P Global Inc., and its successors.
"Voting Stock" of any specified "person" (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
The words "herein," "hereof," and "hereunder" and other words of similar import refer to this Third Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision. The rules of construction set forth in Section 1.04 of the Base Indenture shall apply to this Third Supplemental Indenture.
SECTION 2.01. Designation and Establishment. Pursuant to the terms hereof and Section 2.01 of the Base Indenture, the Company hereby establishes a new series of Securities designated as the "4.100% Senior Notes due 2049." The New Notes may be reopened, from time to time, for issuances of additional Securities of such series. Any such additional Securities shall have the same ranking, interest rate, Stated Maturity and other terms as the New Notes (other than the issue date, issue price and payment of interest accruing prior to the issue date of such additional Securities). Any such additional Securities, together with the New Notes herein provided for, shall constitute a single series of Securities under the Indenture.
SECTION 2.02. Form of the New Notes. The New Notes shall be issued in substantially the form set forth in Exhibit A-1 hereto.
SECTION 2.03. Principal Amount of the New Notes. The New Notes shall be initially issued in an aggregate principal amount of $400,000,000.
SECTION 2.04. Interest Rate; Stated Maturity. The New Notes issued pursuant to this Third Supplemental Indenture shall bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from May 8, 2019 at the rate of 4.100% per annum payable semiannually in arrears; interest payable on each Interest Payment Date shall include interest accrued from May 8, 2019, or from the most recent date to which interest has been paid or duly provided for; the Interest Payment Dates on which such interest shall be payable are May 15 and November 15, commencing on November 15, 2019; and the record date for the interest payable on any Interest Payment Date is the close of business on the May 1 or November 1, as the case may be, next preceding the relevant Interest Payment Date. The New Notes shall have a Stated Maturity of May 15, 2049.
SECTION 2.05. No Sinking Fund. No sinking fund is provided for the New Notes.
SECTION 2.06. Global Notes and Denomination of the New Notes. Upon the original issuance, the New Notes shall be represented by one or more Global Notes. The Company shall
issue the New Notes in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof and shall deposit the Global Notes with the Trustee as Custodian for DTC in New York, New York, and register the Global Notes in the name of DTC or its nominee.
SECTION 2.07. Optional Redemption. The New Notes are subject to redemption at the option of the Company as set forth in the form of New Notes attached hereto as Exhibit A-1.
SECTION 2.08. Change of Control Repurchase Event. (a) If a Change of Control Repurchase Event occurs with respect to the New Notes, unless the Company has exercised its right to redeem the New Notes pursuant to paragraph 5 of the New Notes, the Company will make an offer to each Holder of the New Notes to repurchase all or any part (in integral multiples of $1,000) of that Holder's New Notes at a repurchase price (the "Repurchase Price") in cash equal to 101% of the aggregate principal amount of the New Notes repurchased plus any accrued and unpaid interest on the New Notes repurchased to, but not including, the Repurchase Date (defined below). Within 30 days following a Change of Control Repurchase Event or, at the Company's option, prior to a Change of Control, but after the public announcement of a Change of Control, the Company will mail, or cause to be mailed, a notice to each Holder of the New Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase the New Notes on the payment date specified in the notice (such offer the "Repurchase Offer" and such date the "Repurchase Date"), which Repurchase Date will be a Business Day that is no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the Repurchase Offer is conditioned on a Change of Control Repurchase Event occurring on or prior to the Repurchase Date.
(b) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the New Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the New Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the New Notes by virtue of such conflict.
(c) On the Repurchase Date following a Change of Control Repurchase Event, the Company will, to the extent lawful:
(1) accept for payment all New Notes or portions of New Notes properly tendered pursuant to the Repurchase Offer;
(2) deposit with the Trustee or with such Paying Agent as the Trustee may designate an amount equal to the aggregate Repurchase Price for all New Notes or portions of New Notes properly tendered; and
(3) deliver, or cause to be delivered, to the Trustee the New Notes properly accepted, together with an Officers' Certificate stating the aggregate
principal amount of New Notes being repurchased by the Company pursuant to the Repurchase Offer and that all conditions precedent to the repurchase by the Company of New Notes pursuant to the Repurchase Offer have been complied with.
(d) The Trustee will promptly mail, or cause the Paying Agent to promptly mail, to each Holder of New Notes, or portions of New Notes, properly tendered the Repurchase Price for the New Notes, or portions of New Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new New Note equal in principal amount to any unpurchased portion of any New Notes surrendered, as applicable; provided that each New Note will be in a principal amount equal to $2,000 or an integral multiple of $1,000 in excess thereof.
(e) The Company will not be required to make a Repurchase Offer upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all New Notes or portions of New Notes properly tendered and not withdrawn under its offer.
SECTION 3.01. Designation and Authorization. The issuance of the Additional 2028 Notes is hereby authorized, and such Additional 2028 Notes shall be registered in the names of such Persons as shall be set forth in any written order of the Company for the authentication and delivery of Additional 2028 Notes pursuant to Section 2.02 of the Base Indenture. The Additional 2028 Notes and the Initial 2028 Notes shall constitute a single series of debt securities under the Base Indenture, and the terms and provisions of the Second Supplemental Indenture are incorporated by reference into this Third Supplemental Indenture and shall apply equally to the Additional 2028 Notes and the Initial 2028 Notes, other than the issue date of the Additional 2028 Notes.
SECTION 3.02. Form of the Additional 2028 Notes. The Additional 2028 Notes shall be issued in the form of one or more Global Notes in substantially the form set forth in Exhibit A-2 hereto.
SECTION 3.03. Principal Amount of the Additional 2028 Notes. The Additional 2028 Notes shall be issued in an aggregate principal amount of $200,000,000.
SECTION 3.04. Denomination of the Additional 2028 Notes. The Company shall issue the Additional 2028 Notes in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
SECTION 5.01. Application of Third Supplemental Indenture. Except as expressly provided herein, each and every term and condition contained in this Third Supplemental Indenture that modifies, amends or supplements the terms and conditions of the Base Indenture shall apply only to the New Notes, the Additional 2028 Notes and the Additional 2118 Notes established hereby, and not to any other series of Securities established under the Base Indenture. Except as specifically amended and supplemented by, or to the extent inconsistent with, this Third Supplemental Indenture, the Base Indenture shall remain in full force and effect and is hereby ratified and confirmed.
SECTION 5.02. Effective Date of Third Supplemental Indenture. This Third Supplemental Indenture shall be effective upon the execution and delivery hereof by each of the parties hereto.
SECTION 5.03. Counterparts. This Third Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Third Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Third Supplemental Indenture as to the parties hereto and may be used in lieu of the original of the Third Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
SECTION 5.04. Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company 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 Third Supplemental Indenture.
SECTION 5.05. Governing Law. This Third Supplemental Indenture, the New Notes, the Additional 2028 Notes and the Additional 2118 Notes shall be construed in accordance with and governed by the laws of the State of New York.
IN WITNESS WHEREOF, the parties have caused this Third Supplemental Indenture to be duly executed as of the date first written above.
NORFOLK SOUTHERN CORPORATION
/s/ Clyde H. Allison, Jr.
Name: Clyde H. Allison, Jr.
Title: Vice President and Treasurer
[Signature Page to Third Supplemental Indenture]
U.S. BANK NATIONAL ASSOCIATION, as Trustee
/s/ Christopher J. Grell
Name: Christopher J. Grell
Title: Vice President
[FORM OF FACE OF INITIAL NOTE]
[Global Notes Legend]
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY NAMED BELOW OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE 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 THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR 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. [Up to]**$
4.100% Senior Note due 2049
CUSIP No. 655844CC0
NORFOLK SOUTHERN CORPORATION, a Virginia corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of $ adjusted as set forth on the Schedule of Increases or Decreases annexed hereto on May 15, 2049.
Interest Payment Dates: May 15 and November 15, commencing on November 15, 2019.
Record Dates: May 1 and November 1.
Additional provisions of this Global Note are set forth on the other side of this Global Note.
IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed.
as Trustee, certifies that this is one of
the Global Notes referred to in the Indenture.
[FORM OF REVERSE SIDE OF INITIAL GLOBAL NOTE]
NORFOLK SOUTHERN CORPORATION, a Virginia corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Company will pay interest semiannually in arrears on May 15 and November 15 of each year, commencing November 15, 2019. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 8, 2019. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal at the rate per annum borne by the Notes, and it shall pay interest on overdue installments of interest at the rate per annum borne by the Notes to the extent lawful.
The Company will pay interest on the Notes (except defaulted interest) to the Persons who are Holders at the close of business on the May 1 or November 1, as the case may be, next preceding the Interest Payment Date even if Notes are canceled after the record date and on or before the Interest Payment Date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depository. The Company will make all payments in respect of a definitive Note (including principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Notes may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).
Paying Agent and Registrar
Initially, U.S. Bank National Association, a national banking association (the "Trustee"), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
The Company issued the Notes under a Base Indenture, dated as of February 28, 2018, as supplemented by the Third Supplemental Indenture, dated as of May 8, 2019 (together, the "Indenture"), between the Company and the Trustee. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined in the Notes have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms.
The Notes are unsubordinated, unsecured obligations of the Company. This Note is one of the Notes referred to in the Indenture initially issued in an aggregate principal amount of $400,000,000. The Notes include such $400,000,000 aggregate principal amount of Notes and an unlimited aggregate principal amount of additional Notes that may be issued under the Indenture. Such Notes and such additional Notes will be treated as a single series and class of Securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to create or incur Liens, the Restricted Subsidiaries to create or incur Funded Debt and the Company to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its assets to any Person.
Optional Redemption
The Notes will be redeemable as a whole at any time or in part from time to time, at the option of the Company as set forth in this paragraph 5. If the Notes are redeemed prior to the date that is six months prior to the Stated Maturity of the Notes, the Redemption Price of the Notes to be redeemed will be equal to the greater of (i) 100% of the principal amount of such Notes or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon to and including the date that is six months prior to the Stated Maturity of the Notes (exclusive of interest accrued to, but not including, the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 20 basis points, plus in each case accrued and unpaid interest on the principal amount being redeemed to, but not including, the Redemption Date.
If the Notes are redeemed on or after the date that is six months prior to the Stated Maturity, the Redemption Price for the Notes to be redeemed will equal 100% of the principal amount of such Notes, plus accrued and unpaid interest to, but not including, the Redemption Date.
"Treasury Yield" means, with respect to any Redemption Date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the date that is six months prior to the Stated Maturity of the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Yield will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to
the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price of such Redemption Date. The Treasury Yield will be calculated on the third Business Day preceding the Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity most comparable to the date that is six months prior to the Stated Maturity of the Notes, 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 a maturity comparable to the remaining term of the Notes.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Company.
"Comparable Treasury Price" means (A) the average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of (i) Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC; and (ii) three other primary U.S. Government securities dealers in New York, New York ("Primary Treasury Dealers") appointed by the Company and their respective successors; provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer or otherwise fails to provide a Reference Treasury Dealer Quotation, the Company will substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means a quotation for a Comparable Treasury Issue provided by a Reference Treasury Dealer.
The Notes are not subject to any sinking fund.
Notice of Redemption
Notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at his or her registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If the Company deposits with the Paying Agent money sufficient to pay the Redemption Price of and accrued interest on all Notes (or portions thereof) to be redeemed on the Redemption Date by 10:00 a.m. New York City time on the Redemption Date and certain other conditions are satisfied, on and after such Redemption Date interest ceases to accrue on such Notes (or such portions thereof) called for redemption.
Denominations; Transfer; Exchange
The Notes are in registered form without coupons in minimum denominations of $2,000 and whole multiples of $1,000 in excess thereof. A Holder may transfer or exchange Notes in
accordance with the Indenture. Upon any transfer or exchange, the Company may require a Holder to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or to issue, register the transfer of or exchange any Notes for a period of 15 Business Days prior to the mailing of a notice of redemption of Notes to be redeemed.
Persons Deemed Owners
The Holder of this Note may be treated as the owner of it for all purposes.
If money for the payment of principal, premium, if any, or interest remains unclaimed for two years after such amount has become due and payable, the Trustee or Paying Agent shall pay the money back to the Company at its written request unless an applicable abandoned property law designates another Person to receive such money. After any such payment, Holders entitled to the money must look only to the Company, and not to the Trustee or Paying Agent, for payment.
Discharge; Defeasance
Subject to certain conditions, the Company at any time may terminate certain or all of its Obligations under the Notes and the Indenture if the Company deposits with the Trustee money, U.S. Government Obligations or a combination thereof sufficient to pay and discharge each installment of principal of, premium, if any, and interest on the Notes on the dates such installments of interest or principal and premium are due. The Company may also satisfy and discharge the Indenture by delivering to the Trustee for cancellation all Notes that have theretofore been authenticated and delivered, subject to certain conditions.
Amendment, Waiver
The Indenture contains provisions permitting the Company and the Trustee, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes affected, to amend or supplement the Indenture; provided, however, that no such amendment or supplement shall without the consent of each Holder of Notes (i) reduce the amount of Notes whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the rate of interest on any Notes; (iii) reduce the principal amount of or the premium, if any, on any Notes or change the Stated Maturity of any Notes; (iv) change the place, manner, timing or Currency of payment of principal of, premium, if any, or interest on any Notes; or (v) make any change in the amendment and waiver provisions. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the Outstanding Notes affected thereby, on behalf of all of the Holders of Notes, to waive compliance by the Company with any provision of the Indenture or the Notes, provided that such waiver shall not affect the above provisions (i) – (v).
Defaults and Remedies
If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding, by a notice in writing to the Company (and to the Trustee if given by Holders), may declare the unpaid principal of (premium, if any) and accrued interest on, if any, Notes to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default.
Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes may direct the Trustee in its exercise of any trust or power under the Indenture. The Holders of a majority in aggregate principal amount of the Notes then Outstanding, by written notice to the Company and the Trustee, may rescind and annul any declaration of acceleration and its consequences if the Company has paid or deposited with the Trustee a sufficient sum under the Indenture and all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that has become due solely by such declaration of acceleration, have been cured or waived.
Trustee Dealings with the Company
Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.
No Recourse Against Others
A director, officer, employee or stockholder of the Company or the Trustee, as such, shall not have any liability for any Obligations of the Company under the Notes or for any Obligations of the Company or the Trustee under the Indenture or for any claim based on, in respect of or by reason of such Obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.
Subject to certain exceptions set forth in the Indenture, when a successor assumes all the Obligations of its predecessor under the Notes and the Indenture in accordance with the terms of the Indenture, the predecessor will be released from those Obligations.
This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note.
Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED THEREBY AND HEREBY.
CUSIP Numbers
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note.
FORM OF ASSIGNMENT
For value received hereby sell(s), assign(s) and transfer(s) unto (Please insert social security or other identifying number of assignee) the within Note, and hereby irrevocably constitutes and appoints as attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.
Signature(s)
Signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.
[TO BE ATTACHED TO GLOBAL NOTES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made:
Date of
Amount of decrease
in Principal Amount
of this Global Note Amount of increase
of this Global Note Principal amount of
this Global Note
following such
decrease or increase
Signature of authorized signatory
of Trustee or Notes
[FORM OF FACE OF 2028 NOTE]
[Up to]**$
CUSIP No. 655844BZ0
NORFOLK SOUTHERN CORPORATION, a Virginia corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of $ adjusted as set forth on the Schedule of Increases or Decreases annexed hereto on August 1, 2028.
Interest Payment Dates: February 1 and August 1, commencing on August 1, 2019.
Record Dates: January 15 and July 15.
as Trustee, certifies that this is one of the Global Notes referred to in the Indenture.
[FORM OF REVERSE SIDE OF GLOBAL 2028 NOTE]
NORFOLK SOUTHERN CORPORATION, a Virginia corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Company will pay interest semiannually in arrears on February 1 and August 1 of each year, commencing August 1, 2019. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from August 2, 2018. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal at the rate per annum borne by the Notes, and it shall pay interest on overdue installments of interest at the rate per annum borne by the Notes to the extent lawful.
The Company will pay interest on the Notes (except defaulted interest) to the Persons who are Holders at the close of business on the January 15 or July 15, as the case may be, next preceding the Interest Payment Date even if Notes are canceled after the record date and on or before the Interest Payment Date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depository. The Company will make all payments in respect of a definitive Note (including principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Notes may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).
The Company issued the Notes under a Base Indenture, dated as of February 28, 2018, as supplemented by the Second Supplemental Indenture, dated as of August 2, 2018, and as further supplemented by the Third Supplemental Indenture, dated as of May 8, 2019 (collectively, the
"Indenture"), between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Terms defined in the Indenture and not defined in the Notes have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms.
The Notes are unsubordinated, unsecured obligations of the Company. This Note is one of the series of 2028 Notes referred to in the Indenture issued in an aggregate principal amount of $600,000,000. The Notes include such $600,000,000 aggregate principal amount of Notes and an unlimited aggregate principal amount of additional Notes that may be issued under the Indenture. Such Notes and such additional Notes will be treated as a single series and class of Securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to create or incur Liens, the Restricted Subsidiaries to create or incur Funded Debt and the Company to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its assets to any Person.
The Notes will be redeemable as a whole at any time or in part from time to time, at the option of the Company as set forth in this paragraph 5. If the Notes are redeemed prior to the date that is three months prior to the Stated Maturity of the Notes, the Redemption Price of the Notes to be redeemed will be equal to the greater of (i) 100% of the principal amount of such Notes or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon to and including the date that is three months prior to the Stated Maturity of the Notes (exclusive of interest accrued to, but not including, the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 15 basis points, plus in each case accrued and unpaid interest on the principal amount being redeemed to, but not including, the Redemption Date.
If the Notes are redeemed on or after the date that is three months prior to the Stated Maturity, the Redemption Price for the Notes to be redeemed will equal 100% of the principal amount of such Notes, plus accrued and unpaid interest to, but not including, the Redemption Date.
"Treasury Yield" means, with respect to any Redemption Date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the date that is three months prior to the Stated Maturity of the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Yield will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price of such Redemption Date. The Treasury Yield will be calculated on the third Business Day preceding the Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity most comparable to the date that is three months prior to the Stated Maturity of the Notes, 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 a maturity comparable to the remaining term of the Notes.
"Reference Treasury Dealer" means each of (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC; and (ii) two other primary U.S. Government securities dealers in New York, New York ("Primary Treasury Dealers") appointed by the Company and their respective successors; provided, however, that if any of the foregoing ceases to be a Primary Treasury Dealer or otherwise fails to provide a Reference Treasury Dealer Quotation, the Company will substitute therefor another Primary Treasury Dealer.
The Notes are in registered form without coupons in minimum denominations of $2,000 and whole multiples of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. Upon any transfer or exchange, the Company may require a Holder to cover any transfer tax or similar governmental charge payable in connection therewith. The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or to issue, register the transfer of or exchange any Notes for a period of 15 Business Days prior to the mailing of a notice of redemption of Notes to be redeemed.
of Trustee or Notes Custodian
CUSIP No. 655844CB2
"Treasury Yield" means, with respect to any Redemption Date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the date that is six months prior to the Stated Maturity of the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Yield will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the
week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price of such Redemption Date. The Treasury Yield will be calculated on the third Business Day preceding the Redemption Date.
Signature of


text:
Draft legislation in Ukraine targets same-sex relationships
A Ukrainian MP has introduced legislation to criminalise same sex relationships and protect traditional values. RU
Tetiana Bezruk
Oleksandr Vilkul. Photo CC BY-SA 3.0: Catrifle / Wikipedia.
Earlier this month, Oleksandr Vilkul, an MP from Ukraine's Opposition Bloc party, the successor to Viktor Yanukovych's Party of Regions, registered draft bill No.9183, "on the introduction of changes in certain legislation in Ukraine relating to the protection of public morals and traditional values".
This is Vilkul's first legislative foray into LGBT and gender issues. Most of Vilkul's draft bills since Ukraine's 2014 parliamentary election have concerned pensioners' social welfare, the rights of temporarily displaced persons, education, budget amendments, taxes and land regulations. In June 2018, however, the MP filed several draft bills on the same subject areas as those he has revisited now — public morality and family values, changes to the Action Plan for the implementation of Ukraine's national Human Rights strategy up to 2020, and creating a basis for the country's family policies.
In the explanatory note to draft bill No.9183, Vilkul stresses the need for such a law, given that the state is paying particular attention to "the artificially created problem of discrimination against people with non-traditional sexual orientation". The accompanying documentation to the bill makes no reference to attacks faced by LGBT activists in Ukraine or how the police classify these attacks. Ukraine's Penal Code contains a specific article on hate crime, but it often remains unused in such cases, and most attacks are qualified under "hooliganism". Vilkul also explains why equality marches, Pride events, gay parades and queer culture festivals must be banned as forms of "deviant behaviour".
The MP's draft bill provides for a fine of an amount between 1,000 and 1,500 non-taxable minimum incomes for "demonstrating same-sex relationships", which is to be raised to the amount of 3,000 non-taxable minimum incomes if the "offender" is a public official of any kind. A repeat offence may result in a three to five year custodial sentence, with officials liable to a four to six year sentence. Importing publications that "promote same sex relationships", their distribution and possession will entail a prison term of up to three years. The bill also proposes to remove the terms "sexual orientation", "gender identity", "gender equality" and "gender-based legal assessment" from Ukrainian legislation. Vilkul dismisses these terms as anti-scientific and ideologically biased. He would like to replace them with "equal rights and opportunities for men and women", "a legal assessment to ensure equal rights and opportunities for men and women" and "a culture of ensuring equal rights and opportunities for men and women".
Vilkul's draft bill would provide different rights to balance its restrictions on LGBT rights: financial aid during pregnancy, childbirth and maternity leave and after the age of three (at present, women are entitled to partially paid leave until their child's third birthday); social grants and financial help for students from large families and orphaned students and free school meals and transport for pupils in school classes 1-4 (7-11 year olds – ed.). The bill would also allow existing schools to be closed down only if the communities in their local villages and towns agree to this step. According to the MP, all the social welfare initiatives he proposes are designed to support families and the children growing up in them. But the bill's logic, and evidently also Vilkul's, excludes any connection between LGBT people and families, as if children, and consequently maternity leave and benefits, can only happen in heterosexual families.
The bill will be examined by a number of parliamentary committees, including the Committees on Family Issues, Youth Policies, Sport and Tourism and Freedom of Speech and Information Policies. But the most pertinent committee is the Committee on Human Rights, Ethnic Minorities and Inter-Ethnic Relations. This is how a frankly homophobic bill designed to work on the "carrot and stick" principle, where criminal charges for same-sex relationships are matched with free school meals, will progress through hearings by a committee which is forbidden to permit any kind of discrimination in legislative initiatives.
March of equality, 2018, Kyiv. Source: YouTube.
This particular initiative of Vilkul's will probably not pass the first hurdle and will be sent off for reworking, if not rejected out of hand. But it's worth taking not just the antidemocratic views of its creator into account, but the time at which it was registered in parliament.
There's just over half a year left before Ukraine's next presidential election and a year before its parliamentary elections. The approach of these dates is evident in the infinite variety of pre-election political PR and propaganda. The opposition is exercised by the number of potholes in the roads around the country, while the government stresses the number that have been resurfaced. For many years now, candidats have been buying voters' support with food parcels containing buckwheat kasha, sunflower oil and conserves. Some parcels also contain election leaflets, to remind people who they should vote for. But while the free food is still a few months away, the Opposition Bloc MP has decided to target the voters with tales of the differences in value systems between Ukraine and the EU, which continues to "inflict propaganda of homosexual relationships" on the former. It's easy, after all, to say that the government and media are hung up on the country's LGBT issues, while forgetting the plight of children who require assistance.
One of the most vulnerable groups in society has become a punch bag, to be bashed at the slightest opportunity. Political propaganda, even in wartime, continues to polarise a society that is already divided by the physical borders of the occupying "governments" in Donbas and Crimea. Meanwhile, gay people take part in art projects, showing that they too are volunteers, whether civil or military, and soldiers. In return, they face possible arrest and prison. And the people who are proposing this are former members of the party of fugitive president Viktor Yanukovych, whose case is currently being heard in Kyiv's Obolonsky courthouse.
Meet Illuminator, the online project making space for discussing LGBT issues in Russia
Written by: Иван Чесноков All articles by: Иван Чесноков
The sex change commission in Ukraine
Written by: Nadzeya Husakouskaya All articles by: Nadzeya Husakouskaya
Putting Russia's homophobic violence on the map
Written by: Alexander Kondakov All articles by: Alexander Kondakov
What are the real barriers to freedom of assembly in Ukraine?
Written by: Ganna Grytsenko All articles by: Ganna Grytsenko
Liberal democracy: a hard choice for Ukraine
Written by: Tetiana Bezruk All articles by: Tetiana Bezruk

redpajama_set_name: RedPajamaCommonCrawl


text:
Rocket: Delta 2 (7320)
Payload: Swift
Window: 12:10 to 1:10 p.m. EST (1710-1810 GMT)
Site: SLC-17A, Cape Canaveral, Florida
Broadcast: AMC 6, Transponder 9, C-band, 72° West
Launch events timeline
Launch hazard area
The Payload
NASA's Swift spacecraft will detect gamma-ray bursts, the most powerful explosions in the universe, for asronomers to study.
The Launcher
Boeing's workhorse Delta 2 rocket has flown more than 100 times, launching military, scientific and commercial satellites.
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text:
Q: Image stretching in flexbox in Safari This is only an issue in Safari and looks like a Safari bug to me. Here is a fiddle with a simplified version of the issue.
When an image is in a nested flexbox element with a width set and height: auto it is being stretched... the auto height is not working. Does something extra need to be added for this to work in Safari?

.container {
  display: flex;
  flex-direction: column;
}

.container section:first-child {
  display: flex;
  margin-bottom: 25px;
}

.container img {
  width: 125px;
  height: auto;
}

I expect the height of the image to automatically be adjusted to maintain aspect ratio. This works in all browsers except Safari. In Safari the image is stretched and the auto height does not work.

A: See my demo for a working example, add flex-direction: column; to fix this issue.

.container {
  display: flex;
  flex-direction: column;
}

.container section:first-child {
  display: flex;
  flex-direction: column;
  margin-bottom: 25px;
}

.container img {
  width: 125px;
  height: auto;
}

A: For me neither of the solutions worked. I already had both flex-direction: column and aligh-items: center, although, in my case, I also had some other elements in the same flex container, alongside the image. Not sure if it had any impact.
What actually fixed the issue in my case was simply wrapping the image with a div:

A: It certainly appears to be a bug.
The default setting for the align-items property is stretch. Most major browsers handle this sensibly, stretching the image within the confines of the container.
For whatever reason, Safari stretches the image to its natural height, taking the container along for the ride.

flex-direction: row
To fix the problem, override the stretch default value with flex-start in the align-items property.

.container {
  display: flex;
  flex-direction: column;
}
.container section:first-child {
  display: flex;
  align-items: flex-start; /* new */
  margin-bottom: 25px;
}
.container img {
  width: 125px;
  height: auto;
}

jsFiddle demo

flex-direction: column
Switching the direction of the flex container to column also fixes the problem. This works because align-items now applies to width and you've defined a width on the image.
If you reverse the image dimensions from
.container img {
   width: 125px;
   height: auto;
}

to
.container img {
   width: auto;
   height: 125px;
}

... you'll have the same problem in Safari as in flex-direction: row, and need align-items: flex-start for the correction.

.container {
  display: flex;
  flex-direction: column;
}

.container section:first-child {
  display: flex;
  /* align-items: flex-start; */
  margin-bottom: 25px;
}

.container img {
  width: auto;
  height: 125px;
}

jsFiddle demo

A: Adding height: intrinsic; works for me to fix the stretched height in safari. Add it to the image itself.  Not the wrapper.  You will still need height: auto for the other browsers.

A: if parent  tag has display:flex; add align-items: center;

A: For anyone looking over this post in the future: I had this problem with a fixed height flex-direction:row flexbox and images inside of flex-children with height:100%. The highest-voted solution wasn't enough to fix it.
For whatever reason, what ultimately fixed it in my case was adding display:block directly to the images.

redpajama_set_name: RedPajamaStackExchange


After oversleeping -- and consequently missing his train stop -- hapless Polish Pvt. Franek Dolas (Marian Kociniak) finds himself behind enemy lines and in the midst of German troops who are about to invade his native land. Taking a brave shot at the Nazis, he fires his gun, forever changing his life. Convinced that he single-handedly started World War II, Dolas hopscotches across Europe, trying desperately to return home safely.


Many absolutes are challenging to work with in their pure form. Green Tea absolute is a very thick grainy solid mass which requires a lot of time to heat and liquifying so once and work with it so it is one of the absolutes we have chosen to offer in a diluted form.
Green Tea absolute (Camelia sinensis) in 50% dilution of perfumer's alcohol (ethanol) is a slightly viscous dark green liquid with a delicate, slightly sweet, leathery, herbaceous bouquet with a balsamic woody undertone.
In natural perfumery can be used "to produce sweet-herbaceous notes in certain floral perfumes e.g. jasmin, orange blossom, gardenia, sweet pea, freesia, and to produce new effects in wood or aldehydic perfumes or non-floral type in general. As in intensifier of clary sage, melaleuca bracteata, michelia leaf oil, or other tea-like fragrances, it is unsurpassed naturalness." Steffen Artander.
In natural perfumery in can be used in floral perfumes, herbal bouquets, sacred essences, green accords, amber bases, new mown hay, Russian leather, fougere and chypre.


Waking up to bird song and a sunny morning. Feeling well rested and ready for a new day. I notice that the music and singing from last night's partying at the village is still going strong! We're in a gold mining area, and apparently the diggers buy drink by the crates and party as soon as they find a speck of gold. And we're told there's always someone who finds gold, so the partying is pretty constant… Not that it prevented me from sleeping last night, super comfortable bed and tired after the day's travelling, so slept like a baby!
Auberge Vigoureux is located by the Dimonika village in Mayombe. It's a place full of colonial history. Gold was found in the 1920s and a Belgian by the name of Armand Vigoureux set up home here and created an entire operation around the gold, with a railway, lakes, tunnels, wagons, a power station… a total of 2 tonnes of gold was apparently extracted here. Mr Vigoureux also constructed brick houses for his workers, a school, a hospital, a cinema, a swimming pool…. At the height of its operation in the 40s and 50s the Dimonika village was home to over 3000 people.
Today people still come here to prospect, but the professional systems put in place by Mr Vigoureux are all but gone. Now people simply dig and wash and pan, using small portable generators to pump water from the river. Permits are not taken seriously here, it's pretty much a free for all situation, bringing about 150 outsiders (even from neighbouring countries) at any one time to this village of some 250 inhabitants. I'm told the relationship between the locals and the outsiders isn't great, and indeed some of those who come are of dubious character.
So it's good to hear a local teenager we met telling us he found some gold about a week ago and used it to pay his school fees and give the rest to his family for food. The current price here is 18.000 CFA per gram of gold.
Other minerals are also found here, and while out walking a young guy passing us on his motorbike stopped next to my daughter and gave her a piece of something. Looking at it later we discovered it's quartz. I wonder if it means she's engaged to be married now… hope not, she's only fourteen!
It's a shame that all those efforts made by Armand Vigoureux to develop the community were not made by others who came after him to keep the community going. Such a waste to let everything go after a few decades . . .


Whether awash in summer sun, or shrouded in a coat of winter snow, there is a magic in the Nordic city of Helsinki, Finland that everyone must experience at least twice in their life (once for a summer holiday, and again for a winter break). It's a city that can be discovered entirely on foot with the intertwining backstreets and passages offering visitors a plethora of stunning architecture, unique dining destinations and world-renowned Scandinavian design (be sure not to miss the design district – 25 streets home to the best of furniture, fashion and art in the city). On a sunny day, take a break from the mainland and hop onto a boat for a day trip to a nearby island and wander through the enchanted forests and lakes that have inspired fairy tales and folk tales throughout European history.
A newly restored nineteenth century landmark situated right opposite the stunning Old Church Park, the Hotel St. George is a unique luxury hotel in the heart of Helsinki. While the hotel is steeped in history (some of the buildings dating back to the 1840s), the hotel's iconic design is thanks to famed architect Onni Tarjanne, known for his work designing the Finnish National Theatre. In collaboration with institutions such as the Helsinki Art Museum and National Gallery, the hotel's impressive art collection showcases incredible international works from artists such as Ai Wei Wei. The hotel's team is welcoming and dedicated to ensuring that your stay is as special as possible, their motto being 'moments are more'. Combining warm and ambient neutral palettes, natural materials and comforting textures, the guest rooms offer nothing less than the exquisite Scandinavian design one would expect from a five-star hotel in a city internationally renowned for its iconic interior design.
Seating only 24 people a day, Chapter is a restaurant that wholly embraces a less is more approach to dining. Disheartened by the wasteful nature of the food and beverage industry, Chapter are dedicated to finding ways to better the way that they work, in the hopes that this creates a wave of change in their industry. From finding new ways to get the most of their ingredients to utilising almost only local produce, the restaurant is inspired by pure and raw Scandinavian produce and methods of food preparation that bring out the most exciting flavours through minimal intervention and ingredients.
Savoy: An iconic minimalist restaurant offering spectacular views over Helsinki's roof tops – an absolute must.
Story: Next to the harbour, this is a perfect spot for a delicious lunch made from high-quality ingredients.
Yes Yes Yes: A quirky and cool vegetarian restaurant with friendly service and a great atmosphere.
When someone mentions Finland, the word 'Sauna' doesn't usually come far behind. A nation known for its penchant for sitting in almost unbearably hot saunas, there is no better place to do as the locals do and experience an authentic sauna than at the incredible Löyly, an architecturally magnificent urban oasis located on the waterfront offering both private and public saunas. Enjoy a long and revitalising steam before heading outside where you can cool down in the sea with a refreshing dip before enjoying a spot of lunch on the deck while looking out to the beautiful scenery ahead of you.
Kiasma: The Finnish National Gallery, this art museum showcases a huge breadth of contemporary art in the Nordic region.
Boat Trip to Suomenlinna: Take the ferry to the fascinating Suomenlinna fortress, a UNESCO World Heritage sight and place of great historical significance in the area.
Café Regatta: A picturesque little red cottage café by the sea to spend the afternoon in. In the summer, barbecue some sausages and rent a paddle board to explore the nearby waters.


The undergraduate medical student, towards whom this book is primarily targeted, will find therein a depth of surgical knowledge sufficient not only to pass the Final MBBS, but also later to be used for the MRCS examination. Medical students will benefit from the lay out of the material, which encourages the reader to think for oneself, acquire knowledge, and in the process, enjoy learning surgery. Youngsters, embarking on clinical surgery, should consider themselves as fortunate as their predecessors in now having the benefit of a 2nd edition.
As we all know, there are gaps at the level of thinking between the teaching faculty and their students and trainees. This book bridges such gaps and provides a framework for all involved parties to stay on the same page in a focused, well controlled manner. It ensures the best of learning particularly when there is limited time of exposure.
Standard textbooks can be daunting. This book is different. I believe that students and young doctors will find this an easy read and will be able to translate the scenarios into an understanding of how clinical pathways are constructed. By asking questions through the pathways students are encouraged to develop their own ideas a form of problem-based learning rather than learning by rote. Retention of facts is so much easier when they form part of a story.


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Rating: 6.88/10 based on 8 votes cast.
Skepta: Top Boy
Joseph Junior Adenuga, better known by his stage name Skepta, is an English rapper who is best known for the grime music he releases. This summer he booked a tour for the East Coast of America & Canada, the tour itself sold out and saw Skepta preform alongside Drake at the OVO fest in Toronto. In this documentary we see Vice's music channel, Noisey, follow Skepta throughout this milestone moment in his career.
4.25 Demonstration: How You Do A Tour
Vice's music channel Noisey teamed up with UK rapper Tinie Tempah in order to bring you a unique documentary that goes behind the scenes of Tinie T...
5.89 Chiraq
This is an eight part documentary by Vice's music devision, Noisey. They venture to Englewood which is one of the sketchiest areas in Chicago city ...
7.94 Radiohead – Meeting People Is Easy
Meeting People Is Easy takes place during the promotion of Radiohead's 1997 release OK Computer, containing a collage of video clips, sound bites, ...
6.24 High Tech Soul: The Creation of Techno Music
HIGH TECH SOUL is the first documentary to tackle the deep roots of techno music alongside the cultural history of Detroit, its birthplace. From th...


Life is Feudal: Your Own is a realism targeting Multiplayer-game which plays in the middle Ages. The game combines key elements from Minecraft, Rust, DayZ and Chivalry: Medieval Warfare.
You can start your own Nitrado Gameserver now. The game is available with all Publicservers via the Gameswitching menu.


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Wassily Kandinsky, Holzschnitt (Woodcut), c. 1935
Wassily Kandinsky (1866 - 1944)
Holzschnitt (Woodcut), c. 1935
Original Woodcut
10 1/2 in x 9 in (26.67cm x 22.86 cm)
Sheet:
approx. 13 in x 12 in (33.02 cm x 30.48 cm)
28 1/4 in x 26 3/4 in (71.8 cm x 67.9 cm)
Limited edition print; original woodblock is featured in the collection of Nina Kandinsky, Neuilly-sur-Seine, France.
Featuring Wassily Kandinsky's (Moscow, 1866 - Neuilly-sur-Seine, 1944) signature monogram stamp "K" in the lower left.
This work is in excellent condition, a fine dark black impression.
Capturing the viewer's attention through the use of energetic lines and shapes, this work depicts Kandinsky's skill in manipulating the plate to form a striking image. The use of varied sizes and shapes of black forms creates a sense of push and pull, actively engaging the eye through an impression of being led throughout the picture plane. Imaginative and playful shapes coincide with the familiar, allowing the viewer to use their imagination and invent their own narrative for this work. Boldly designed with dark black lines and lively forms, this work allows the viewer to create their own interpretation of the abstract composition. Exhibiting Kandinsky's technical skill and mastery in this medium, this work evokes a sense of motion and activity.
Created in c, 1935, this woodcut features Wassily Kandinsky's signature monogram stamp in the lower right. From a series of limited edition woodblock prints.
DOCUMENTED AND ILLUSTRATED IN:
1) Roethel, H. K. (1970). Kandinsky Das Graphische Werk. Verlag M. DuMont Schauberg: Köln. Listed and illustrated as catalogue raisonné no. 70 in the Anhang (Appendix) on pgs. 484 and detailed on pg. 409 as cat. II.
2) A Certificate of Authenticity will accompany this work.
Framed to archival, museum grade conservation standards, this piece is framed in a complementary gold moulding with silk mats and optical grade Plexiglas.
Marc Chagall Artwork
Le Cheval Rouge (The Red Horse), 1965
Paul Jenkins Watercolor
Phenomena The Bluffs, 1982
Alex Katz Etching
Straw Hat 3, 2022
Sunrise 1, 2022
Alex Katz Woodcut
Pablo Picasso Etching
Crâne de Chèvre Sur la Table (Goat's Skull on the Table), 1953
Why Wassily Kandinsky?
Not even a child can replicate the childlike wonderment marking all of Wassily Kandinsky's original drawings, paintings and woodblocks. His prints burst with color and line, and his woodcuts demonstrate his prolific skill in the graphic arts.
Have one to sell? Sell Wassily Kandinsky fine art with us
Sell Wassily Kandinsky artwork with us. We will research its value and popularity for you.


Rehovot (Ebreu: רְחוֹבוֹת) is a ceety in the Center Destrict o Israel, aboot 20 km sooth o Tel Aviv. In 2015 it haed a population o 132,671.
Rehovot wis biggit on the steid o Doron, a Jewish community that existit in the time o the Mishna. The steid wis an aa the location o Khirbet Duran, populatit durin the Roman, Byzantine an early Arab periods. The ceety is named efter a biblical toun o the same name (Rehoboth in the KJV Bible), whilk stuid at a different location, in the Negev Desert.
Rehovot wis foondit in 1890, in the coastal plain relatively spairsely settled bi Arabs, bi Pols Jews wha wantit a tounship independent o the Baron Edmond de Rothschild's aid (an management). Israel Belkind, ane o the oreeginal foonders o the dounset, proponed the name Rehovot (lit. 'wide expanses') based on Genesis 26:22 : "An he cried the name o it Rehoboth; an he said: 'For nou the Laird hath made ruim for us, an we sall be fruitfu in the land.'" The name wis acceptit. In 1908 thay wur joined bi immigrants frae Yemen, who settled in the ceety's Sha'arayim destrict. Thir early settlers plantit vineyards, awmond orcharts an citrus groves. Thay gainstuid agricultural failures, plant diseases, an mercatin problems.
An agricultural research station that opened in Rehovot in 1932 became the Depairtment o Agricultur o the Ebreu University o Jerusalem. In 1934 Chaim Weizmann stablished the Sieff Institute, whilk became the Weizmann Institute o Science. In 1937 Weizmann biggit his hame on the land purchased adjacent tae the Sieff Institute. The hoose later served as the presidential residence efter Weizamnn became preses in 1948. Weizmann an his wife are buried on the grunds o the institute.
On 29 Februar 1948 the Lehi blew up the Cairo tae Haifa train shortly efter it left Rehovoth killin 29 Breetish sodgers an injurin 35 as weel as 100 ceevilians. The Lehi annooncement said the bombin wis in retaliation for the Ben Yehuda Street Bombin a week earlier.
Atween 1914 an 1991 the population rose frae 955 tae 81,000, an the aurie o the toun mair nor doubled. Pairts o Rehovot's suburbs are biggit on land which afore 1948 belanged tae the veelage o Zarnuqa, population 2,620, includin 240 Jews in Gibton. In 1995, thare wur 337,800 fowk livin in the greater Rehovot aurie. As o 2007, the ethnic makeup o the ceety wis 99.8% Jewish. Thare wur 49,600 males an 52,300 females, o whom 31.6% wur 19 years o age or younger, 16.1% atween the ages o 20 an 29, 18.2% atween 30 an 44, 18.2% frae 45 tae 59, 3.5% frae 60 tae 64, an 12.3% 65 years o age or aulder. The population growth rate wis 1.8%.
As o 2004, in the ceety thare wis 41,323 salaried wirkers an 2,683 are sel-employed. The mean monthly wage for a salaried wirker in the ceety is ILS 6,732, a real chynge o -5.2% ower the course o the previous year. Salaried males hae a mean monthly wage o ILS 8,786 (a real chynge o -4.8%) versus ILS 4,791 for females (a real chynge o -5.3%). The mean income for the sel-employed is 6,806. Thare 1,082 fowk wha receive unemployment benefits an 6,627 fowk wha receive an income guarantee.
Minorities: In Rehovot thare three signeeficant Jewish ethnic minorities: Roushie Jews, Yemenite Jews an Ethiopian Jews, concentratit lairgely in the Kiryat Moshe an Oshiot auries.
As o 2004, thare are 19,794 students an 53 schuils in the ceety, includin 30 schuils wi 9,875 elementary schuil students an 29 schuils wi 9,919 heich schuil students. 61.3% o 12t grade students wur entitled tae a matriculation certificate. The ceety is hame tae the Weizmann Institute o Science an the Faculty o Agricultur o the Ebreu University o Jerusalem. Thare are an' a' a nummer o smawer junior colleges in Rehovot that provide specialised an technical trainin. In addition, Kaplan Hospital acts as an ancillary teachin hospital for the Medical Schuil o the Ebreu University o Jerusalem.
The Tamar Science Pairk, established in 2000, is a heich-tech pairk o 1,000 dunams (250 acres) at the northren entrance o the ceety. Tho lairgely conceived as an aurie o Rehovot, it actually is unner the municipal bundaries o neighbourin Ness Ziona.
Rehovot haes haed three clubs representin it the tap diveesion o Israeli fitbaa, Maccabi Rehovot atween 1949 an 1956, Maccabi Sha'arayim atween 1963 an 1969 an again in 1985, an Hapoel Marmorek in the 1972-73 saison.
Thir days, Marmorek is the heichest rankit club, playin in Liga Artzit, the third leivel. Maccabi Sha'arayim play in Liga Bet, the fift level, while Maccabi Rehovot play in Liga Gimel, the saxt an lawest division.
↑ Frae Genesis 26:22. Wird stems frae raḥav (רחב), meanin broad.
↑ "The 'science city' is not sparkling - Haaretz - Israel News". Haaretz. Retrieved 2009-05-06.
↑ The Scotsman Mairch 1st, 1948. Reports that baith Weizmann's hame an the Agricultural Institute wur damaged bi the explosion. (Ane an twa miles frae the scene respectively).
Wikimedia Commons haes media relatit tae Rehovot.
This page wis last eeditit on 5 Mairch 2018, at 03:44.


Since 1962, the Conservative Party has been the voice of the conservative movement in New York State. Votes cast on the Conservative Party line have provided the margin of victory for New York candidates at every level of government. The Livingston County Conservative Party (LCCP) is committed to continuing that tradition in this county.
The LCCP may be the youngest political party in the county, but it is proving to be a capable backer of the candidates it supports. In county, state and federal races the Conservative Party is effectively educating and turning out conservative-minded voters. The party's work doesn't end on Election Day, though. The LCCP is committed to holding elected officials accountable during their time in office. Livingston County's Conservative-endorsed candidates include: Congressman Chris Collins (pictured), State Senators Pat Gallivan and Cathy Young, Assemblyman Joe Errigo, District Attorney Greg McCaffrey, Sheriff Tom Dougherty, Lima Town Supervisor Mike Falk and several sitting judges.
If you would be interested in helping build the Livingston County Conservative Party and advancing Conservative principles, please reach out to Chairman Jason J. McGuire and our county committee through our contact page.
Together we'll make a difference for conservative values in Livingston County.
Who Is The Conservative Party?


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The Beatles are coming to Rock Band!
After much speculation about an upcoming game, it has been confirmed that the Beatles will be coming to a game produced by Harmonix , the makers of Rock Band . There is much to be excited about, besides the fact that this has to do with The Beatles.
Just the details, ma'am
Wired live blogged the event and while much of it is tangential ephemera, there's a good summary at the top. The key points: The deal is exclusive, the game will be released during the 2009 holiday season, the game won't be branded with the "Rock Band" name, and Giles Martin will be involved!
The lack of the "Rock Band" name was expected – The Beatles clearly didn't want to dilute their trademark but from what I am guessing, the core gameplay will remain the same, with the "musical and visual journey" providing lots of trivia, information and history to placate rabid fans, such as myself. (Think of it as Rock Band fused with The Beatles Anthology)
Not just a cash-grab
Also surprising is Giles Martin's involvement. Giles, the son of Sir George Martin, famed producer of The Beatles, collaborated with his father to produce the 2006 Love compilation album that was also the soundtrack for the identically-named Cirque du Soleil performance. I quite enjoyed the album, so I'm hoping some of that experience will brought over to the game. I'm sure that George Martin would love to be involved himself, save for his age.
Coupled with the fact that The Beatles are known for resisting undue use of their trademark, I believe this will make the game more than just a cheap one-timer meant to empty the pockets of fans. Harmonix, the developers of the original Guitar Hero and Rock Band also have a good track record for originality. While Rock Band 2 wasn't too much of an improvement over the already great original, there's no denying it's not a good game. (I have yet to write my full review of the game, but check out my preview for more)
One point of interest that sure to be a sore wound for Activision is the fact that the deal is exclusive. This means that there's no possibility of The Beatles appearing in a Guitar Hero game, unlike other artists (such as Oasis ) that have tracks available in both series' games.
The Songs: What's important
From what I've read, the game will feature a variety of songs from their early days ( Please Please Me ) to their final days together in the studio. ( Abbey Road ). Obviously, some songs are a natural fit ( While My Guitar Gently Weeps ) others would just not work with a game. ( Revolution 9 )
Wired is holding an online poll where you can vote up the songs you'd like to see in the Beatles game. I suggest you take part and voice your opinion, since Harmonix, the developers, are known to check Internet forums for feedback on what songs to include in upcoming games.
My personal preferences have already been stated.
Changing the game
A Beatles music game has real potential to be wildly successful. Besides the fanatics (like myself) who are already in love with Rock Band and The Beatles, a properly-executed game will have potential to drawn in an older generation to video games, and at the same time, introduce the awesome music of The Beatles to a younger generation, that, for whatever tragic reason, has yet to appreciate the wide range of their abilities.
Even though the likely release date is over a year away, it's safe to say that I'm excited. Very excited!
Apple Corp., MTV Announcing Beatles, Rock Band Deal
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The Beatles and Rock Band or Guitar Hero?
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How do you think Jesus sees you?
I remember the first time I was asked this question: third grade, by Sister Veronica who kept a 6" ruler handy in her habits side pocket for those without a quick answer.
Short? Pretty? Smart? Funny? Fifty-five years later I cannot recall what answer I gave, but I have kept this question front and center throughout my life. And I have meditated on the answer many times over the years with an assortment of personal adjectives, based on particular moments in life.
As a teenager this simple question would bubble through my subconscious and haunt me when I was tempted to follow the crowd and do something I knew to be wrong. In my twenties and thirties I know there were times Jesus saw me as impatient and quick to anger over what I now realize were insignificant events. Sometimes I was an indifferent wife, friend, sister, daughter. There were periods when I know Christ saw my indifference to His Word, and my anger at what I perceived to be HIS indifference to my needs.
How does Jesus see me…when I am making fun of others to make my friends laugh, myself feel important?
How does Jesus see me …when I cut someone off on the freeway and lay on my horn impatiently?
How does Jesus see me… when the clerk forgets to add an item to my tab and I keep silent, internally shouting 'oh yeah'?
How does Jesus see me….when I refuse to forgive someone for an injustice?
Does Jesus ever see someone taking a few moments to compliment a stranger looking lonely or sad in the grocery aisle? Or does he see a person so intent on finishing her list she rushed through the aisles without seeing anyone?
Most of us go through our day on autopilot. We have responsibilities to families and work, chores to accomplish before another day starts, places to be. Children need to be to practices, games, school, doctor appointments. Our families are counting on us doing our part, hold up our end of the bargain. We are the drivers in the great 'family' plan.
But in the course of doing all that we do, do our actions cause Christ to smile, laugh, be pleased? Or do they cause him to wince, frown, and become disappointed?
Everyone who is not a saint puts on different faces. For many, choosing the right clothes, hair style, vehicle, shoes, purses, homes, schools for our children consume our thoughts. But all of these accouterments are just pieces of the face we put on in order for others to like us, look up to us, envy us.
In other words, Christ sees the image imprinted on our souls.
He does not care about your home's square footage, but I am sure he cares whether your doors open to those in need. He does not care if we wear designer shoes but, I am sure he is displeased when we fail to see if the feet of others are cold, weary, or in pain. He does not care if your children attend a prestigious school, but He will care if you as a parent don't teach them about Him.
Take a moment before closing your eyes and honestly assess your accomplishments and interpersonal interactions for that day. Then ask yourself Sr. Veronica's question: How did Jesus see me today?
For me, this question has made all the difference in my life.


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Woman inspired to run for Alzheimer Scotland in Father's memory
By Samantha MacKay15 February, 2019Uncategorised
Ursula Hunter, 47 from Edinburgh, ran the Edinburgh Half Marathon in 2018 for Alzheimer Scotland.
She was inspired to fundraise for the charity after receiving the devastating news her Father was diagnosed with terminal Alzheimer's and Vascular Dementia in January 2018, aged 71.
Whilst admitted to The Queen Elizabeth Hospital in Glasgow for tests for memory loss, Ursula's Father suffered a serious seizure. Afterwards, he was left stripped of every day abilities he once had – including walking and many of his cognitive skills.
"He was unable to walk or feed himself. His speech did come back but he couldn't understand what was going on around him anymore" Ursula explained.
"I felt like I had already lost my father, the man that I knew was hardly there anymore, just a flicker… perhaps only for a few moments when I visited".
Sadly just eight months later, Ursula's father passed away.
"He had been so inspirational, a hard-working artist with an academic mind, a great reader, thinker and teacher, who had a wonderful spirit and a creative mind. I couldn't understand how this learned knowledge and bright personality could all go so quickly".
After her Father's death, Ursula wanted to do something meaningful that could help change the lives of people suffering from Alzheimer's and Dementia.
"I think as a society we need to spread awareness about Dementia, to show just how debilitating it is and how it can happen to anyone and not only when we are elderly, people in their 50's have been diagnosed with it. If only more research could be done to help people with early onset Alzheimer's, to find ways to slow the progression of this terrible illness".
Alzheimer Scotland is the leading dementia organisation in Scotland, campaigning for the rights of people with dementia and their families as well as providing an extensive range of innovative and personalised support services.
By deciding to take on the Edinburgh Half Marathon in memory of her dad, Ursula raised over an incredible £1000 for Alzheimer Scotland.
"It was a great experience and such a sense of achievement! I've learned how much can be achieved when you put your mind to it. Especially when you are inspired by the memory of a loved one or a respected person in your community".
Second only to London in terms of size in the UK, the Edinburgh Marathon Festival has nine races on offer, guaranteeing there is something for everyone from the seasoned runner to children just starting out on their running journey. The fun kicks off on Saturday 25th May at Holyrood Park with a 10K, 5K and four junior races. On Sunday 26th May the Edinburgh Marathon, Edinburgh Half Marathon and Team Relay start from the heart of Edinburgh City as runners embark on new city centre route launched in 2018.
If you would like to follow in Ursula's footsteps at this years' Edinburgh Marathon Festival and run for Alzheimer Scotland, please click here.
Student Inspired by Dad to Run Edinburgh Half Marathon for Stroke Association
Matilda Duffy, 22, is taking on the Edinburgh Half Marathon in May for the Stroke Association after her dad, Chris, had a stroke seven years ago – when Matilda was just 14.
The aftermath of Chris' stroke had a big impact on not only him but all of the family and he lost all of his speech.
"Dad's stroke meant a lot of things changed. Dad was no longer able to drive or travel independently, so everyone had to help Dad get about, take him shopping and attend appointments".
Despite having very limited speech still to this day, Chris has, however, relearnt to communicate and participate in an active and completely normal life.
"I think as much as things changed, he's still the same old Dad, especially since he's regained much of his independence!" Matilda explained.
Chris attends his local Stroke Association group which has helped him to build a wonderful network of friends.
For the last two years Matilda & Chris have both participated together in their local Stroke Association Resolution Run. Despite not considering herself "a runner" this has inspired Matilda to take a step up to a more challenging distance at the Edinburgh Half Marathon.
Chris is a wonderful inspiration to Matilda and it makes her proud to see how far he has come.
"The most inspiring thing about Dad is just how he gets on with it and we of course appreciate it hasn't been easy for him. He's so brave and confident and doesn't let his disabilities get in the way of him doing what he wants, often to the horror of me!"
Matilda is passionate about helping people who have suffered a Stroke and is currently at university, training to become a speech and language therapist, in part due to her dad's experience.
"He's certainly not a victim, and I'm just so proud of him and how brave he is!"
If you would like to join Matilda & the rest of Team Stroke at Edinburgh Marathon Festival, please click here.
Daughter inspired to run Edinburgh Half Marathon after Dad's MS diagnosis
By Samantha MacKay18 January, 2019Uncategorised
Jo Perrin, 24, from Edinburgh is running in the Edinburgh Half Marathon in May for MS Society.
Jo has set herself the challenge in support of her Dad who has been battling with Multiple sclerosis (MS) for over 10 years.
"Not a day goes by that Dad doesn't amaze me with how strong he is and he doesn't let MS bring him down, even on the bad days".
Over 100,000 of people in the UK have MS. It's an unpredictable condition and different for everyone. Often painful, exhausting it can cause problems with walking, movement, seeing, thinking and feeling.
Pushing herself out of her comfort zone, Jo admits running 13.1 miles in the Edinburgh Half Marathon is going to be a real challenge but she is determined to achieve the goal she has set herself in support of her Dad.
"Signing myself up for a Half Marathon is totally out of my comfort zone but I want to make my dad proud just like he does me every single day".
MS Society are a community of people who pool experience, expertise and voices to drive change. Providing care, share supporting, and commissioning life-changing research – all of which help those with MS and their loved ones to face the future with more confidence.
"If my dad can achieve the things he does day after day then I can do this to!"
You too can join the MS Superstars at the Edinburgh Marathon Festival. To find out more click here.
Running the Edinburgh Half Marathon for Team Macmillan – Lauren's Story
Last year Lauren decided to take the plunge and sign up for the Edinburgh Half Marathon and fundraise for Macmillan Cancer Support. Read her story:
Why did you decide to run in the Edinburgh Marathon Festival?
"I think the event is incredible. I've ran the half for the past 2 years and the support on the course is second to none, especially when you're running for a charity. It's so well organised and I can't think of any faults with the event itself. This will be my second marathon so I'm definitely aiming for a PB."
Why did you choose to run for Macmillan?
"I have chosen to run for Macmillan because the Macmillan nurses at the Borders General Hospital looked after my mum when she was diagnosed with terminal lung cancer in 2015. They were there to support my mum, myself, my dad and the rest of the family from the day of diagnosis to the day she sadly passed away. Even though she was moved to a local hospital, they still stayed in touch."
How does it feel to be part of Team Macmillan?
"It is such an amazing team to be a part of. My experience in Team Macmillan over the past 2 years has been super positive and motivating. The support provided from the start to the actual event itself is brilliant, and the Macmillan cheer points on the marathon course are the loudest by far! The noise they make is insane and they cheer for every runner, but if you're wearing a Macmillan top prepare to be deafened!! There's always ample high 5's, orange slices and sweeties at the cheer points which are all very much welcome, especially at the closest one to the end. One year when I'm not running in the actual event itself I'll definitely be cheering at a Macmillan cheer point!"
Any top tips to share with others about your training or fundraising?
"Training wise, take it easy and build up the miles slowly, and never miss a long run! Fundraising wise, get all your friends involved and make it as fun as possible. Try to involve your local community as much as possible."
What would you say to someone considering running for charity?
"I would say definitely do it! Not only are you raising money for a good cause, you're getting fit in the process. When you find it hard during training, just think of the reason behind it and you will definitely feel motivated to keep going."
Have you been inspired by Lauren? Follow in her footsteps and click here to run Edinburgh with Team Macmillan today.
For more information, visit www.edinburghmarathon.com.
For more information on the work of Macmillan Cancer Support, please visit www.macmillan.org.uk.
Being part of Team Macmillan means that we're here to support you, your family and your friends too. If you have any questions about cancer, call Macmillan free on 0808 808 00 00 (Open 7 days a week 8am-8pm).
Running for Eilidh
Daughter running Edinburgh Marathon in dad's memory