Exhibit 99.1
SPECIMEN
REGISTERED $ 150,000,000
Certificate No. R-1 CUSIP NO. 12640VAB8
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as
requested by an authorized representative of DTC (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.
CSXT TRADE RECEIVABLES MASTER TRUST
SERIES 1998-1
6.00% TRADE RECEIVABLES
PARTICIPATION CERTIFICATES
evidencing a fractional undivided interest in certain
assets of the
CSXT TRADE RECEIVABLES MASTER TRUST
the corpus of which consists primarily of freight receivables (the
"Receivables") generated from time to time by CSX Transportation, Inc., all
collateral security with respect thereto, all collections thereon and certain
other assets. This certificate (a "Certificate") does not represent an interest
in, or obligation of, CSX Trade Receivables Corporation ("Seller"), or CSX
Transportation, Inc. ("CSX Transportation") or any affiliate thereof.
1
SPECIMEN
This certifies that Cede & Co. (the "Series 1998-1
Certificateholder"), is the registered owner of a fractional undivided interest
in certain assets of the CSXT TRADE RECEIVABLES MASTER TRUST (the "Trust")
created pursuant to an Amended and Restated Pooling and Servicing Agreement
dated as of October 27, 1993 (as amended, the "P&S"), as supplemented by the
Series 1998-1 Supplement dated as of June 17, 1998 (as amended and supplemented,
the "Series Supplement"), among the Seller, CSX Transportation, as Servicer, and
The Chase Manhattan Bank (formerly known as Chemical Bank), as trustee (the
"Trustee"). The P&S and the Series Supplement are hereinafter collectively
referred to as the Pooling and Servicing Agreement. The corpus of the Trust
includes (i) the Receivables generated from time to time by CSX Transportation
and sold by it to the Seller pursuant to the Receivables Sale Agreement, all
collateral security with respect thereto, and all Collections and amounts
received with respect thereto, and all proceeds thereof, (ii) all the Seller's
rights under the Receivables Sale Agreement, (iii) all monies on deposit in
certain accounts of the Trust, (iv) any Enhancements and (v) all other assets
and interests constituting the Trust. In addition to the Certificates, the
Seller's Certificate has been issued pursuant to the Pooling and Servicing
Agreement which represents the Seller's Interest in the Trust. The Seller's
Certificate will represent the interest in the Trust Assets not represented by
the Investor Certificates or allocated to any Purchased Interest.
Subject to the terms and conditions of the Pooling and Servicing
Agreement, the Seller may from time to time direct the Trustee, on behalf of the
Trust, to issue one or more new Series of Investor Certificates or Purchased
Interests, which will represent fractional undivided interests in certain of the
Trust Assets.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented from time to time, the Series 1998-1 Certificateholder
by virtue of the acceptance hereof assents and is bound. This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is
made to the Pooling and Servicing Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Pooling and
Servicing Agreement (without schedules) may be requested from the Trustee at its
Corporate Trust Department. To the extent not defined herein, the capitalized
terms used herein have the meanings ascribed to them in the Pooling and
Servicing Agreement.
The Seller has entered into the Pooling and Servicing Agreement
and the Series 1998-l Certificates have been (or will be) issued with the
intention that the Series 1998-l Certificates will qualify under applicable tax
law as indebtedness of the Seller secured by the Receivables. The Seller and
each Certificateholder and Certificate Owner, by the acceptance of its
Certificate or Book-Entry Certificate, as applicable, agrees to treat the Series
1998-1 Certificates as indebtedness of the Seller secured by the Receivables for
Federal income taxes,
2
SPECIMEN
state and local income, single business and franchise taxes and any other taxes
imposed on or measured by income.
Unless the certificate of authentication hereon has been executed
by or on behalf of the Trustee, by manual signature, this Certificate shall not
be entitled to any benefit under the Pooling and Servicing Agreement referred to
on the reverse side hereof or be valid for any purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
3
SPECIMEN
IN WITNESS WHEREOF, the Seller has caused this Certificate to be duly executed.
CSX TRADE RECEIVABLES
CORPORATION,
By:
----------------------
Name: Gregory R. Weber
Title: Treasurer
Dated: June 17, 1998
4
SPECIMEN
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling and
Servicing Agreement.
THE CHASE MANHATTAN BANK,
as Trustee,
By:
---------------------
Authorized Officer
5
SPECIMEN
ASSIGNMENT
Social security or other identifying number of assignee
_____________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto______________________________________________
_________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ________________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: _____________________ __________________________*
Signature Guaranteed:
---------------------------
- ---------------------------------
(*) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the reverse of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
6