CSX CORPORATION
Exhibit
4.3
UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS
OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO
NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE.
CSX
CORPORATION
$500,000,000
6.150%
NOTES DUE 2037
No.
R-1 CUSIP
No.
000000XX0
This
security (the “Security”) is one of a duly authorized issue of securities
(herein called the “Securities”) of CSX Corporation, a Virginia corporation
(hereinafter called the “Company,” which term includes any successor corporation
under the Indenture hereinafter referred to), issued and to be issued in
one or
more series under an indenture, unlimited as to aggregate principal amount,
dated as of August 1, 1990 between the Company and The Bank of New York,
successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan
Bank, as Trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture (as hereinafter defined)), as supplemented by
a
First Supplemental Indenture dated as of June 15, 1991, a Second Supplemental
Indenture dated as of May 6, 1997, a Third Supplemental Indenture dated as
of
April 22, 1998, a Fourth Supplemental Indenture dated as of October 30, 2001,
a
Fifth Supplemental Indenture dated as of October 27, 2003, a Sixth Supplemental
Indenture dated as of September 23, 2004, and a Seventh Supplemental Indenture
dated as of April 25, 2007, to which indenture and all indentures supplemental
thereto (the indenture, as supplemented being herein called the “Indenture”)
reference is hereby made for a statement of the respective rights thereunder
of
the Company, the Trustee and the Holders of the Securities and of the terms
upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, which series
has
been issued in an initial aggregate principal amount of $500,000,000 (FIVE
HUNDRED MILLION DOLLARS). All Securities of this series need not be issued
at
the same time and such series may be reopened at any time, without the consent
of any Holder, for issuances of additional Securities of this series. Any
such
additional Securities of this series will have the same interest rate, maturity
and other terms as those initially issued. Further Securities of this series
may
also be authenticated and delivered as provided by Sections 304, 305, 306
or 906
of the Indenture. This Security represents an aggregate initial principal
amount
of $500,000,000 (FIVE HUNDRED MILLION DOLLARS) (as adjusted from time to
time in
accordance with the terms and provisions hereof and as set forth on Exhibit
A
hereto, the “Principal Amount”) of the Securities of such series, with the
Interest Payment Dates, date of original issuance, and date of Maturity
specified herein and bearing interest on said Principal Amount at the interest
rate specified herein.
The
Company, for value received, hereby promises to pay CEDE & CO., or its
registered assigns, the principal sum of $500,000,000 (FIVE HUNDRED MILLION
DOLLARS) on May 1, 2037 and to pay interest (computed on the basis of a 360-day
year of twelve 30-day months) thereon from April 25, 2007 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, or, if the date of this Security is an Interest Payment Date to which
interest has been paid or duly provided for, then from the date hereof,
semiannually in arrears on May 1 and November 1 of each year, commencing
November 1, 2007, and at Maturity at the rate of 6.150% per annum, until
the
principal hereof is paid or duly made available for payment. The Company
shall
pay interest on overdue principal and premium, if any, and (to the extent
lawful) interest on overdue installments of interest at the rate per annum
borne
by the Security. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be
paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record
Date
for such interest, which shall be the April 15 or October 15 (whether or
not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable
to the
Holder on such Regular Record Date and may be paid to the Person in whose
name
this Security (or one or more Predecessor Securities) is registered at the
close
of business on a Special Record Date to be fixed by the Trustee for the payment
of such Defaulted Interest, notice whereof shall be given to the Holder of
this
Security not less than 10 days prior to such Special Record Date, or may
be paid
at any time in any other lawful manner not inconsistent with the requirements
of
any securities exchange or automated quotation system on which the Securities
of
this series may be listed or quoted, and upon such notice as may be required
by
such exchange or system, all as more fully provided in such Indenture.
Notwithstanding the foregoing, interest payable on this Security at Maturity
will be payable to the person to whom principal is payable.
This
Security is exchangeable in whole or from time to time in part for definitive
Registered Securities of this series only as provided in this paragraph.
If (x)
the Depository with respect to the Securities of this series (the “Depository”)
notifies the Company that it is unwilling, unable or ineligible to continue
as
Depository for this Security or if at any time the Depository ceases to be
a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, and a successor Depository is not appointed by the Company within
90
days, (y) the Company in its sole discretion determines that this Security
shall
be exchangeable for definitive Registered Securities and executes and delivers
to the Trustee a Company Order providing that this Security shall be so
exchangeable or (z) there shall have happened and be continuing an Event
of
Default or any event which, after notice or lapse of time, or both, would
become
an Event of Default with respect to the Securities of the series of which
this
Security is a part, this Security or any portion hereof shall, in the case
of
clause (x) above, be exchanged for definitive Registered Securities of this
series, and in the case of clauses (y) and (z) above, be exchangeable for
definitive Registered Securities of this series, provided that the definitive
Security so issued in exchange for this Security shall be in authorized
denominations and be of like tenor and of an equal aggregate principal amount
as
the portion of the Security to be exchanged, and provided further that, in
the
case of clauses (y) and (z) above, definitive Registered Securities of this
series will be issued in exchange for this Security, or any portion hereof,
only
if such definitive Registered Securities were requested by written notice
to the
Security Registrar by or on behalf of a Person who is a beneficial owner
of an
interest herein given through the Holder hereof. Any definitive Registered
Security of this series issued in exchange for this Security, or any portion
hereof, shall be registered in the name or names of such Person or Persons
as
the Holder hereof shall instruct the Security Registrar. Except as provided
above, owners of beneficial interests in this Security will not be entitled
to
receive physical delivery of Securities in definitive form and will not be
considered the Holders thereof for any purpose under the Indenture.
2
Any
exchange of this Security or portion hereof for one or more definitive
Registered Securities of this series will be made at the New York office
of the
Security Registrar or at the office of any transfer agent designated by the
Company for that purpose. Upon exchange of any portion of this Security for
one
or more definitive Registered Securities of this series, the Trustee shall
endorse Exhibit A of this Security to reflect the reduction of its Principal
Amount by an amount equal to the aggregate principal amount of the definitive
Registered Securities of this series so issued in exchange, whereupon the
Principal Amount hereof shall be reduced for all purposes by the amount so
exchanged and noted. Except as otherwise provided herein or in the Indenture,
until exchanged in full for one or more definitive Registered Securities
of this
series, this Security shall in all respects be subject to and entitled to
the
same benefits and conditions under the Indenture as a duly authenticated
and
delivered definitive Registered Security of this series.
The
principal and any interest in respect of any portion of this Security payable
in
respect of an Interest Payment Date or at the Stated Maturity thereof, in
each
case occurring prior to the exchange of such portion for a definitive Registered
Security or Securities of this series, will be paid, as provided herein,
to the
Holder hereof which will undertake in such circumstances to credit any such
principal and interest received by it in respect of this Security to the
respective accounts of the Persons who are the beneficial owners of such
interests on such Interest Payment Date or at Stated Maturity. If a definitive
Registered Security or Registered Securities of this series are issued in
exchange for any portion of this Security after the close of business at
the
office or agency where such exchange occurs on (i) any Regular Record Date
and
before the opening of business at such office or agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening of business
at such office or agency on the related proposed date for payment of Defaulted
Interest, then interest or Defaulted Interest, as the case may be, will not
be
payable on such Interest Payment Date or proposed date for payment, as the
case
may be, in respect of such Registered Security, but will be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only
to
the Holder hereof, and the Holder hereof will undertake in such circumstances
to
credit such interest to the account or accounts of the Persons who were the
beneficial owners of such portion of this Security on such Regular Record
Date
or Special Record Date, as the case may be.
3
Payment
of the principal of and any such interest on this Security will be made at
the
offices of the Trustee as Paying Agent, in the Borough of Manhattan, The
City of
New York, or at such other office or agency of the Company as may be designated
by it for such purpose in the Borough of Manhattan, The City of New York,
in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts by check
mailed to the registered Holders thereof; provided,
however,
that at
the option of the Holder, payment of interest may be made by wire transfer
of
immediately available funds to an account of the Person entitled hereto as
such
account shall be provided to the Security Registrar and shall appear in the
Security Register.
The
Securities shall be redeemable, in whole or in part, at the Company’s option at
any time. The Redemption Price for the Securities to be redeemed shall equal
the
greater of the following amounts, plus, in each case, accrued interest thereon
to the Redemption Date:
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100%
of the principal amount of such Securities;
or
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·
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As
determined by the Independent Investment Banker (as defined below),
the
sum of the present values of the remaining scheduled payments of
principal
and interest on the Securities (not including any portion of any
payments
of interest accrued from the most recent Interest Payment Date
to which
interest has been paid to the Redemption Date) discounted to the
Redemption Date on a semiannual basis at the Adjusted Treasury
Rate (as
defined below) plus 20 basis
points.
|
The
Redemption Price shall be calculated by the Independent Investment Banker
assuming a 360-day year consisting of twelve 30-day months.
“Adjusted
Treasury Rate” means, with respect to any Redemption Date:
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·
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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 U.S. 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
remaining
term of the Securities, yields for the two published maturities
most
closely corresponding to the Comparable Treasury Issue will be
determined
and the Adjusted Treasury Rate will be interpolated or extrapolated
from
such yields on a straight line basis, rounding to the nearest month);
or
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·
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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 semiannual equivalent yield to maturity
of the
Comparable Treasury Issue, assuming a price for the Comparable
Treasury
Issue (expressed as a percentage of its principal amount) equal
to the
Comparable Treasury Price for such Redemption
Date.
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4
The
Adjusted Treasury Rate shall be calculated on the third Business Day preceding
the Redemption Date. The Company shall notify the Trustee, in an Officers’
Certificate, of the Redemption Price no later than the second Business Day
preceding the Redemption Date. The Officers’ Certificate shall set forth the
Redemption Price both as an aggregate amount for all the Securities to be
redeemed and as an amount per $1,000.00 in principal amount of the Securities
to
be redeemed, subject to a minimum $2,000.00 denomination as set forth
below.
“Comparable
Treasury Issue” means the U.S. Treasury security selected by the Independent
Investment Banker as having a maturity comparable to the remaining term of
the
Securities to be redeemed 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 comparable maturity to the remaining term of
such
Securities.
“Comparable
Treasury Price” means, with respect to any Redemption Date, (A) the average of
five Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such 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.
“Independent
Investment Banker” means Citigroup Global Markets Inc. and its successors, or if
that firm is unwilling or unable to serve in that capacity, an independent
investment and banking institution of national standing appointed by the
Company.
“Reference
Treasury Dealer” means:
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Citigroup
Global Markets Inc., X.X. Xxxxxx Securities Inc. and Xxxxxx Xxxxxxx
&
Co. Incorporated and their successors; provided that, if any ceases
to be
a primary U.S. Government securities dealer in the United States
(“Primary
Treasury Dealer”), the Company will substitute another Primary Treasury
Dealer; and
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·
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Up
to four other Primary Treasury Dealers selected by the
Company.
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“Reference
Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury
Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Independent Investment Banker by such Reference Treasury Dealer
at 5:00 p.m. (New York City time) on the third business day preceding such
Redemption Date.
Notice
of
redemption shall be given as provided in Section 1104 of the Indenture;
provided, that such notice shall not be required to include the Redemption
Price
but shall instead include the manner of calculation of the Redemption Price.
If
the Company elects to partially redeem the Securities, the Trustee will select
in a fair and appropriate manner the Securities to be redeemed.
5
Unless
the Company defaults in payment of the Redemption Price, on and after the
Redemption Date interest will cease to accrue on the Securities or portions
thereof called for redemption.
If
an
Event of Default with respect to Securities of this series shall occur and
be
continuing, the principal of the Securities of this series (including this
Security and the interests represented hereby) may be declared due and payable
in the manner and with the effect provided in the Indenture. Upon payment
(i) of
the amount of principal so declared due and payable and (ii) of interest
on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and any interest
on
the Securities of this series (including this Security and the interests
represented hereby) shall terminate.
If
a
Change of Control Repurchase Event occurs, unless the Company have exercised
the
Company’s right to redeem the “Securities” as described above, the Company will
be required to make an offer to each holder of the “Securities” to repurchase
all or any part (equal to $2,000 or an integral multiple of $1,000 in excess
thereof) of that holder’s “Securities” at a repurchase price in cash equal to
101% of the aggregate principal amount of the “Securities” repurchased plus any
accrued and unpaid interest on the “Securities” repurchased to, but not
including, the date of repurchase. Within 30 days following any Change of
Control Repurchase Event or, at the Company’s option, prior to any Change of
Control, but after the public announcement of the Change of Control, the
Control
will mail a notice to each holder, 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 “Securities” on the
payment date specified in the notice, which date will be 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 offer to purchase is conditioned on a Change of Control Repurchase Event
occurring on or prior to the payment date specified in the notice. 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 “Securities”
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 “Securities”, the Company will comply
with the applicable securities laws and regulations and will not be deemed
to
have breached the Company’s obligations under the Change of Control Repurchase
Event provisions of the “Securities” by virtue of such conflict.
On
the
repurchase date following a Change of Control Repurchase Event, the Company
will, to the extent lawful:
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(1)
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accept
for payment all the “Securities” or portions of the “Securities” properly
tendered pursuant to the Company’s
offer;
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(2)
|
deposit
with the paying agent an amount equal to the aggregate purchase
price in
respect of all the “Securities” or portions of the “Securities” properly
tendered; and
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6
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(3)
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deliver
or cause to be delivered to the Trustee the “Securities” properly
accepted, together with an officers’ certificate stating the aggregate
principal amount of the “Securities” being purchased by the
Company.
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The
paying agent will promptly mail to each holder of the “Securities” properly
tendered the purchase price for the “Securities”, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book-entry) to each
holder
a new note equal in principal amount to any unpurchased portion of any
“Securities” surrendered; provided that each new note will be in a principal
amount of $2,000 or an integral multiple of $1,000 in excess
thereof.
The
Company will not be required to make an offer to repurchase the “Securities”
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 an offer made by the Company and such third party purchases all the
“Securities” properly tendered and not withdrawn under its offer.
For
purposes of the foregoing description of a repurchase at the option of holders,
the following definitions are applicable:
“Below
Investment Grade Ratings Event” means that on any day within the 60-day period
(which period shall be extended so long as the rating of the “Securities” is
under publicly announced consideration for a possible downgrade by any of
the
Rating Agencies) 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 CSX to effect a Change of Control, the “Securities” are rated below
Investment Grade by each of the Rating Agencies. 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 its 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 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” (as that term is used in Section 13(d)(3) of the Exchange Act), other
than CSX or the Company’s 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.
“Fitch”
means Fitch Ratings Ltd.
7
“Investment
Grade” means a rating of Baa3 or better by Xxxxx’x (or its equivalent under any
successor rating categories of Xxxxx’x); a rating of BBB- or better by S&P
or Fitch (or its equivalent under any successor rating categories of S&P and
Fitch); or the equivalent Investment Grade credit rating from any additional
Rating Agency or Rating Agencies selected by the Company.
“Xxxxx’x”
means Xxxxx’x Investors Service Inc.
“Rating
Agency” means (1) each of Xxxxx’x, S&P and Fitch; and (2) if any of Xxxxx’x,
S&P or Fitch ceases to rate the “Securities” or fails to make a rating of
the “Securities” publicly available for reasons outside of the Company’s
control, a “nationally recognized statistical rating organization” within the
meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the
Company (as certified by a resolution of the Chief Executive Officer or Chief
Financial Officer) as a replacement agency for Xxxxx’x, S&P or Fitch, or all
of them, as the case may be.
“S&P”
means Standard & Poor’s Ratings Services, a division of XxXxxx-Xxxx,
Inc.
“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
Indenture contains provisions for defeasance at any time of (a) the entire
indebtedness of the Company on this Security and (b) certain restrictive
covenants and the related defaults and Events of Default, upon compliance
with
certain conditions set forth therein, which provisions shall apply to this
Security.
The
provisions of Article Fourteen of the Indenture apply to Securities of this
series.
The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company
and
the rights of the Holders of the Securities of each series to be affected
under
the Indenture at any time by the Company and the Trustee with the consent
of the
Holders of a majority in aggregate principal amount of the Securities at
the
time Outstanding of each series affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time Outstanding
on
behalf of the Holders of all Securities of such series to waive compliance
by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by
the
Holder of this Security shall be conclusive and binding upon such Holder
and
upon all future Holders of this Security and the Persons who are beneficial
owners of interests represented hereby, and of any Security issued in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver
is
made upon this Security.
As
set
forth in, and subject to, the provisions of the Indenture, no Holder of any
Security of this series will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder
shall
have previously given to the Trustee written notice of a continuing Event
of
Default with respect to the Securities of this series, the Holders of not
less
than 25% in aggregate principal amount of the Outstanding Securities of this
series shall have made written request, and offered reasonable indemnity,
to the
Trustee to institute such proceeding as trustee, and the Trustee shall not
have
received from the Holders of a majority in aggregate principal amount of
the
Outstanding Securities of this series a direction inconsistent with such
request
and shall have failed to institute such proceeding within 60 days; provided,
however, that such limitations do not apply to a suit instituted by the Holder
hereof for the enforcement of payment of the principal of (and premium, if
any)
or interest on this Security on or after the respective due dates expressed
herein.
8
No
reference herein to the Indenture and no provision of this Security or of
the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional to pay the principal of (and premium, if any) and interest
on
this Security at the time, place and rate, and in the coin or currency, herein
prescribed.
As
provided in the Indenture and subject to certain limitations therein and
herein
set forth, the transfer of Registered Securities of the series of which this
Security is a part may be registered on the Security Register of the Company,
upon surrender of such Securities for registration of transfer at the office
of
the Security Registrar, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar
duly
executed by the Holder thereof or his attorney duly authorized in writing,
and
thereupon one or two more new Securities of this Series and of like tenor,
of
authorized denominations and for the same aggregate principal amount, will
be
issued to the designated transferee or transferees.
No
service charge shall be made for any such registration of transfer or exchange
of Securities as provided above, but the Company may require payment of a
sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
Prior
to
due presentment of this Security for registration of transfer, the Company,
the
Trustee and any agent of the Company or the Trustee may treat the Person
in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
The
Securities of this series of which this Security is a part are issuable only
in
registered form without coupons, in denominations of $2,000.00 and integral
multiples of $1,000.00. As provided in the Indenture and subject to certain
limitations therein set forth, the Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series and of
like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.
The
Securities of this series shall be dated the date of their
authentication.
All
terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
Unless
the certificate of authentication hereon has been executed by or on behalf
of
the Trustee under the Indenture, or its successor thereunder, by the manual
signature of one of its authorized officers, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any
purpose.
9
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
Dated:
April 25,
2007 CSX
CORPORATION
| By: | /s/ Xxxxx X. Xxxx | |
| Name:
Xxxxx X. Xxxx Title: Vice President - Tax and Treasurer |
Attest:
|
/s/
Xxxx X. Xxxxxx
|
|
Assistant
Corporate
Secretary
|
TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This
is
one of the Securities of a series issued under the Indenture described
herein.
THE
BANK OF NEW YORK
as
Trustee
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Authorized Officer |
FORM
OF
TRANSFER NOTICE
FOR
VALUE
RECEIVED the undersigned registered holder hereby sell(s), assign(s) and
transfer(s) unto
Insert
Taxpayer Identification No.
|
Please
print or typewrite name and address including zip code
of assignee
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| the within Security and all rights thereunder, hereby irrevocably constituting and appointing |
| attorney to transfer said Security on the books of the Security Registrar with full power of substitution in the premises. |
| Date: | ||||
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NOTICE: The
signature to this assignment must correspond
with the name as written upon
the face of the
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| within-mentioned instrument in every particular, without alteration or any change whatsoever. |
EXHIBIT A
Schedule
of Exchanges
UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS
OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO
NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE.
CSX
CORPORATION
$200,000,000
6.150%
NOTES DUE 2037
No.
R-2
CUSIP
No.
000000XX0
This
security (the “Security”) is one of a duly authorized issue of securities
(herein called the “Securities”) of CSX Corporation, a Virginia corporation
(hereinafter called the “Company,” which term includes any successor corporation
under the Indenture hereinafter referred to), issued and to be issued in
one or
more series under an indenture, unlimited as to aggregate principal amount,
dated as of August 1, 1990 between the Company and The Bank of New York,
successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan
Bank, as Trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture (as hereinafter defined)), as supplemented by
a
First Supplemental Indenture dated as of June 15, 1991, a Second Supplemental
Indenture dated as of May 6, 1997, a Third Supplemental Indenture dated as
of
April 22, 1998, a Fourth Supplemental Indenture dated as of October 30, 2001,
a
Fifth Supplemental Indenture dated as of October 27, 2003, a Sixth Supplemental
Indenture dated as of September 23, 2004, and a Seventh Supplemental Indenture
dated as of April 25, 2007, to which indenture and all indentures supplemental
thereto (the indenture, as supplemented being herein called the “Indenture”)
reference is hereby made for a statement of the respective rights thereunder
of
the Company, the Trustee and the Holders of the Securities and of the terms
upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, which series
has
been issued in an initial aggregate principal amount of $200,000,000 (TWO
HUNDRED MILLION DOLLARS). All Securities of this series need not be issued
at
the same time and such series may be reopened at any time, without the consent
of any Holder, for issuances of additional Securities of this series. Any
such
additional Securities of this series will have the same interest rate, maturity
and other terms as those initially issued. Further Securities of this series
may
also be authenticated and delivered as provided by Sections 304, 305, 306
or 906
of the Indenture. This Security represents an aggregate initial principal
amount
of $200,000,000 (TWO HUNDRED MILLION DOLLARS) (as adjusted from time to time
in
accordance with the terms and provisions hereof and as set forth on Exhibit
A
hereto, the “Principal Amount”) of the Securities of such series, with the
Interest Payment Dates, date of original issuance, and date of Maturity
specified herein and bearing interest on said Principal Amount at the interest
rate specified herein.
The
Company, for value received, hereby promises to pay CEDE & CO., or its
registered assigns, the principal sum of $200,000,000 (TWO HUNDRED MILLION
DOLLARS) on May 1, 2037 and to pay interest (computed on the basis of a 360-day
year of twelve 30-day months) thereon from April 25, 2007 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, or, if the date of this Security is an Interest Payment Date to which
interest has been paid or duly provided for, then from the date hereof,
semiannually in arrears on May 1 and November 1 of each year, commencing
November 1, 2007, and at Maturity at the rate of 6.150% per annum, until
the
principal hereof is paid or duly made available for payment. The Company
shall
pay interest on overdue principal and premium, if any, and (to the extent
lawful) interest on overdue installments of interest at the rate per annum
borne
by the Security. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be
paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record
Date
for such interest, which shall be the April 15 or October 15 (whether or
not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable
to the
Holder on such Regular Record Date and may be paid to the Person in whose
name
this Security (or one or more Predecessor Securities) is registered at the
close
of business on a Special Record Date to be fixed by the Trustee for the payment
of such Defaulted Interest, notice whereof shall be given to the Holder of
this
Security not less than 10 days prior to such Special Record Date, or may
be paid
at any time in any other lawful manner not inconsistent with the requirements
of
any securities exchange or automated quotation system on which the Securities
of
this series may be listed or quoted, and upon such notice as may be required
by
such exchange or system, all as more fully provided in such Indenture.
Notwithstanding the foregoing, interest payable on this Security at Maturity
will be payable to the person to whom principal is payable.
This
Security is exchangeable in whole or from time to time in part for definitive
Registered Securities of this series only as provided in this paragraph.
If (x)
the Depository with respect to the Securities of this series (the “Depository”)
notifies the Company that it is unwilling, unable or ineligible to continue
as
Depository for this Security or if at any time the Depository ceases to be
a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, and a successor Depository is not appointed by the Company within
90
days, (y) the Company in its sole discretion determines that this Security
shall
be exchangeable for definitive Registered Securities and executes and delivers
to the Trustee a Company Order providing that this Security shall be so
exchangeable or (z) there shall have happened and be continuing an Event
of
Default or any event which, after notice or lapse of time, or both, would
become
an Event of Default with respect to the Securities of the series of which
this
Security is a part, this Security or any portion hereof shall, in the case
of
clause (x) above, be exchanged for definitive Registered Securities of this
series, and in the case of clauses (y) and (z) above, be exchangeable for
definitive Registered Securities of this series, provided that the definitive
Security so issued in exchange for this Security shall be in authorized
denominations and be of like tenor and of an equal aggregate principal amount
as
the portion of the Security to be exchanged, and provided further that, in
the
case of clauses (y) and (z) above, definitive Registered Securities of this
series will be issued in exchange for this Security, or any portion hereof,
only
if such definitive Registered Securities were requested by written notice
to the
Security Registrar by or on behalf of a Person who is a beneficial owner
of an
interest herein given through the Holder hereof. Any definitive Registered
Security of this series issued in exchange for this Security, or any portion
hereof, shall be registered in the name or names of such Person or Persons
as
the Holder hereof shall instruct the Security Registrar. Except as provided
above, owners of beneficial interests in this Security will not be entitled
to
receive physical delivery of Securities in definitive form and will not be
considered the Holders thereof for any purpose under the Indenture.
2
Any
exchange of this Security or portion hereof for one or more definitive
Registered Securities of this series will be made at the New York office
of the
Security Registrar or at the office of any transfer agent designated by the
Company for that purpose. Upon exchange of any portion of this Security for
one
or more definitive Registered Securities of this series, the Trustee shall
endorse Exhibit A of this Security to reflect the reduction of its Principal
Amount by an amount equal to the aggregate principal amount of the definitive
Registered Securities of this series so issued in exchange, whereupon the
Principal Amount hereof shall be reduced for all purposes by the amount so
exchanged and noted. Except as otherwise provided herein or in the Indenture,
until exchanged in full for one or more definitive Registered Securities
of this
series, this Security shall in all respects be subject to and entitled to
the
same benefits and conditions under the Indenture as a duly authenticated
and
delivered definitive Registered Security of this series.
The
principal and any interest in respect of any portion of this Security payable
in
respect of an Interest Payment Date or at the Stated Maturity thereof, in
each
case occurring prior to the exchange of such portion for a definitive Registered
Security or Securities of this series, will be paid, as provided herein,
to the
Holder hereof which will undertake in such circumstances to credit any such
principal and interest received by it in respect of this Security to the
respective accounts of the Persons who are the beneficial owners of such
interests on such Interest Payment Date or at Stated Maturity. If a definitive
Registered Security or Registered Securities of this series are issued in
exchange for any portion of this Security after the close of business at
the
office or agency where such exchange occurs on (i) any Regular Record Date
and
before the opening of business at such office or agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening of business
at such office or agency on the related proposed date for payment of Defaulted
Interest, then interest or Defaulted Interest, as the case may be, will not
be
payable on such Interest Payment Date or proposed date for payment, as the
case
may be, in respect of such Registered Security, but will be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only
to
the Holder hereof, and the Holder hereof will undertake in such circumstances
to
credit such interest to the account or accounts of the Persons who were the
beneficial owners of such portion of this Security on such Regular Record
Date
or Special Record Date, as the case may be.
3
Payment
of the principal of and any such interest on this Security will be made at
the
offices of the Trustee as Paying Agent, in the Borough of Manhattan, The
City of
New York, or at such other office or agency of the Company as may be designated
by it for such purpose in the Borough of Manhattan, The City of New York,
in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts by check
mailed to the registered Holders thereof; provided,
however,
that at
the option of the Holder, payment of interest may be made by wire transfer
of
immediately available funds to an account of the Person entitled hereto as
such
account shall be provided to the Security Registrar and shall appear in the
Security Register.
The
Securities shall be redeemable, in whole or in part, at the Company’s option at
any time. The Redemption Price for the Securities to be redeemed shall equal
the
greater of the following amounts, plus, in each case, accrued interest thereon
to the Redemption Date:
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100%
of the principal amount of such Securities;
or
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As
determined by the Independent Investment Banker (as defined below),
the
sum of the present values of the remaining scheduled payments of
principal
and interest on the Securities (not including any portion of any
payments
of interest accrued from the most recent Interest Payment Date
to which
interest has been paid to the Redemption Date) discounted to the
Redemption Date on a semiannual basis at the Adjusted Treasury
Rate (as
defined below) plus 20 basis
points.
|
The
Redemption Price shall be calculated by the Independent Investment Banker
assuming a 360-day year consisting of twelve 30-day months.
“Adjusted
Treasury Rate” means, with respect to any Redemption Date:
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·
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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 U.S. 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
remaining
term of the Securities, yields for the two published maturities
most
closely corresponding to the Comparable Treasury Issue will be
determined
and the Adjusted Treasury Rate will be interpolated or extrapolated
from
such yields on a straight line basis, rounding to the nearest month);
or
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·
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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 semiannual equivalent yield to maturity
of the
Comparable Treasury Issue, assuming a price for the Comparable
Treasury
Issue (expressed as a percentage of its principal amount) equal
to the
Comparable Treasury Price for such Redemption
Date.
|
4
The
Adjusted Treasury Rate shall be calculated on the third Business Day preceding
the Redemption Date. The Company shall notify the Trustee, in an Officers’
Certificate, of the Redemption Price no later than the second Business Day
preceding the Redemption Date. The Officers’ Certificate shall set forth the
Redemption Price both as an aggregate amount for all the Securities to be
redeemed and as an amount per $1,000.00 in principal amount of the Securities
to
be redeemed, subject to a minimum $2,000.00 denomination as set forth
below.
“Comparable
Treasury Issue” means the U.S. Treasury security selected by the Independent
Investment Banker as having a maturity comparable to the remaining term of
the
Securities to be redeemed 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 comparable maturity to the remaining term of
such
Securities.
“Comparable
Treasury Price” means, with respect to any Redemption Date, (A) the average of
five Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such 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.
“Independent
Investment Banker” means Citigroup Global Markets Inc. and its successors, or if
that firm is unwilling or unable to serve in that capacity, an independent
investment and banking institution of national standing appointed by the
Company.
“Reference
Treasury Dealer” means:
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·
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Citigroup
Global Markets Inc., X.X. Xxxxxx Securities Inc. and Xxxxxx Xxxxxxx
&
Co. Incorporated and their successors; provided that, if any ceases
to be
a primary U.S. Government securities dealer in the United States
(“Primary
Treasury Dealer”), the Company will substitute another Primary Treasury
Dealer; and
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|
·
|
Up
to four other Primary Treasury Dealers selected by the
Company.
|
“Reference
Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury
Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Independent Investment Banker by such Reference Treasury Dealer
at 5:00 p.m. (New York City time) on the third business day preceding such
Redemption Date.
Notice
of
redemption shall be given as provided in Section 1104 of the Indenture;
provided, that such notice shall not be required to include the Redemption
Price
but shall instead include the manner of calculation of the Redemption Price.
If
the Company elects to partially redeem the Securities, the Trustee will select
in a fair and appropriate manner the Securities to be redeemed.
5
Unless
the Company defaults in payment of the Redemption Price, on and after the
Redemption Date interest will cease to accrue on the Securities or portions
thereof called for redemption.
If
an
Event of Default with respect to Securities of this series shall occur and
be
continuing, the principal of the Securities of this series (including this
Security and the interests represented hereby) may be declared due and payable
in the manner and with the effect provided in the Indenture. Upon payment
(i) of
the amount of principal so declared due and payable and (ii) of interest
on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and any interest
on
the Securities of this series (including this Security and the interests
represented hereby) shall terminate.
If
a
Change of Control Repurchase Event occurs, unless the Company have exercised
the
Company’s right to redeem the “Securities” as described above, the Company will
be required to make an offer to each holder of the “Securities” to repurchase
all or any part (equal to $2,000 or an integral multiple of $1,000 in excess
thereof) of that holder’s “Securities” at a repurchase price in cash equal to
101% of the aggregate principal amount of the “Securities” repurchased plus any
accrued and unpaid interest on the “Securities” repurchased to, but not
including, the date of repurchase. Within 30 days following any Change of
Control Repurchase Event or, at the Company’s option, prior to any Change of
Control, but after the public announcement of the Change of Control, the
Control
will mail a notice to each holder, 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 “Securities” on the
payment date specified in the notice, which date will be 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 offer to purchase is conditioned on a Change of Control Repurchase Event
occurring on or prior to the payment date specified in the notice. 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 “Securities”
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 “Securities”, the Company will comply
with the applicable securities laws and regulations and will not be deemed
to
have breached the Company’s obligations under the Change of Control Repurchase
Event provisions of the “Securities” by virtue of such conflict.
On
the
repurchase date following a Change of Control Repurchase Event, the Company
will, to the extent lawful:
|
(1)
|
accept
for payment all the “Securities” or portions of the “Securities” properly
tendered pursuant to the Company’s
offer;
|
|
(2)
|
deposit
with the paying agent an amount equal to the aggregate purchase
price in
respect of all the “Securities” or portions of the “Securities” properly
tendered; and
|
6
|
(3)
|
deliver
or cause to be delivered to the Trustee the “Securities” properly
accepted, together with an officers’ certificate stating the aggregate
principal amount of the “Securities” being purchased by the
Company.
|
The
paying agent will promptly mail to each holder of the “Securities” properly
tendered the purchase price for the “Securities”, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book-entry) to each
holder
a new note equal in principal amount to any unpurchased portion of any
“Securities” surrendered; provided that each new note will be in a principal
amount of $2,000 or an integral multiple of $1,000 in excess
thereof.
The
Company will not be required to make an offer to repurchase the “Securities”
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 an offer made by the Company and such third party purchases all the
“Securities” properly tendered and not withdrawn under its offer.
For
purposes of the foregoing description of a repurchase at the option of holders,
the following definitions are applicable:
“Below
Investment Grade Ratings Event” means that on any day within the 60-day period
(which period shall be extended so long as the rating of the “Securities” is
under publicly announced consideration for a possible downgrade by any of
the
Rating Agencies) 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 CSX to effect a Change of Control, the “Securities” are rated below
Investment Grade by each of the Rating Agencies. 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 its 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 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” (as that term is used in Section 13(d)(3) of the Exchange Act), other
than CSX or the Company’s 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.
“Fitch”
means Fitch Ratings Ltd.
7
“Investment
Grade” means a rating of Baa3 or better by Xxxxx’x (or its equivalent under any
successor rating categories of Xxxxx’x); a rating of BBB- or better by S&P
or Fitch (or its equivalent under any successor rating categories of S&P and
Fitch); or the equivalent Investment Grade credit rating from any additional
Rating Agency or Rating Agencies selected by the Company.
“Xxxxx’x”
means Xxxxx’x Investors Service Inc.
“Rating
Agency” means (1) each of Xxxxx’x, S&P and Fitch; and (2) if any of Xxxxx’x,
S&P or Fitch ceases to rate the “Securities” or fails to make a rating of
the “Securities” publicly available for reasons outside of the Company’s
control, a “nationally recognized statistical rating organization” within the
meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the
Company (as certified by a resolution of the Chief Executive Officer or Chief
Financial Officer) as a replacement agency for Xxxxx’x, S&P or Fitch, or all
of them, as the case may be.
“S&P”
means Standard & Poor’s Ratings Services, a division of XxXxxx-Xxxx,
Inc.
“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
Indenture contains provisions for defeasance at any time of (a) the entire
indebtedness of the Company on this Security and (b) certain restrictive
covenants and the related defaults and Events of Default, upon compliance
with
certain conditions set forth therein, which provisions shall apply to this
Security.
The
provisions of Article Fourteen of the Indenture apply to Securities of this
series.
The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company
and
the rights of the Holders of the Securities of each series to be affected
under
the Indenture at any time by the Company and the Trustee with the consent
of the
Holders of a majority in aggregate principal amount of the Securities at
the
time Outstanding of each series affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time Outstanding
on
behalf of the Holders of all Securities of such series to waive compliance
by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by
the
Holder of this Security shall be conclusive and binding upon such Holder
and
upon all future Holders of this Security and the Persons who are beneficial
owners of interests represented hereby, and of any Security issued in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver
is
made upon this Security.
As
set
forth in, and subject to, the provisions of the Indenture, no Holder of any
Security of this series will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder
shall
have previously given to the Trustee written notice of a continuing Event
of
Default with respect to the Securities of this series, the Holders of not
less
than 25% in aggregate principal amount of the Outstanding Securities of this
series shall have made written request, and offered reasonable indemnity,
to the
Trustee to institute such proceeding as trustee, and the Trustee shall not
have
received from the Holders of a majority in aggregate principal amount of
the
Outstanding Securities of this series a direction inconsistent with such
request
and shall have failed to institute such proceeding within 60 days; provided,
however, that such limitations do not apply to a suit instituted by the Holder
hereof for the enforcement of payment of the principal of (and premium, if
any)
or interest on this Security on or after the respective due dates expressed
herein.
8
No
reference herein to the Indenture and no provision of this Security or of
the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional to pay the principal of (and premium, if any) and interest
on
this Security at the time, place and rate, and in the coin or currency, herein
prescribed.
As
provided in the Indenture and subject to certain limitations therein and
herein
set forth, the transfer of Registered Securities of the series of which this
Security is a part may be registered on the Security Register of the Company,
upon surrender of such Securities for registration of transfer at the office
of
the Security Registrar, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar
duly
executed by the Holder thereof or his attorney duly authorized in writing,
and
thereupon one or two more new Securities of this Series and of like tenor,
of
authorized denominations and for the same aggregate principal amount, will
be
issued to the designated transferee or transferees.
No
service charge shall be made for any such registration of transfer or exchange
of Securities as provided above, but the Company may require payment of a
sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
Prior
to
due presentment of this Security for registration of transfer, the Company,
the
Trustee and any agent of the Company or the Trustee may treat the Person
in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
The
Securities of this series of which this Security is a part are issuable only
in
registered form without coupons, in denominations of $2,000.00 and integral
multiples of $1,000.00. As provided in the Indenture and subject to certain
limitations therein set forth, the Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series and of
like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.
The
Securities of this series shall be dated the date of their
authentication.
All
terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
Unless
the certificate of authentication hereon has been executed by or on behalf
of
the Trustee under the Indenture, or its successor thereunder, by the manual
signature of one of its authorized officers, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any
purpose.
9
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
Dated:
April 25,
2007 CSX
CORPORATION
| By: | /s/ Xxxxx X. Xxxx | |
| Name:
Xxxxx X. Xxxx Title: Vice President - Tax and Treasurer |
Attest:
|
/s/
Xxxx X. Xxxxxx
|
|
Assistant
Corporate
Secretary
|
TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This
is
one of the Securities of a series issued under the Indenture described
herein.
THE
BANK OF NEW YORK
as
Trustee
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Authorized Officer |
FORM
OF
TRANSFER NOTICE
FOR
VALUE
RECEIVED the undersigned registered holder hereby sell(s), assign(s) and
transfer(s) unto
Insert
Taxpayer Identification No.
|
Please
print or typewrite name and address including zip code
of assignee
|
|
| the within Security and all rights thereunder, hereby irrevocably constituting and appointing |
| attorney to transfer said Security on the books of the Security Registrar with full power of substitution in the premises. |
| Date: | ||||
|
NOTICE: The
signature to this assignment must correspond
with the name as written upon
the face of the
|
||||
| within-mentioned instrument in every particular, without alteration or any change whatsoever. |
EXHIBIT A
Schedule
of Exchanges
