EXHIBIT 4.1
CSX CORPORATION
Action of Authorized Pricing Officers
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March 8, 2001
1. Pursuant to (i) Section 301 of the Indenture dated as of August 1,
1990 between CSX Corporation (the "Corporation") and The Chase Manhattan Bank,
as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture
dated as of June 15, 1991, the Second Supplemental Indenture dated as of May 6,
1997 and the Third Supplemental Indenture dated as of April 22, 1998 (the
indenture, as so supplemented, is herein called the "Indenture"), and (ii)
resolutions duly adopted by the Board of Directors of the Corporation at a
meeting duly called and held on December 13, 2000, the undersigned officers
hereby establish a series (as that term is used in Section 301 of the Indenture)
of Securities to be issued under the Indenture, which series of Securities shall
have the terms set forth in the Prospectus and the Prospectus Supplement
attached as Exhibit A (collectively, the "Prospectus") and such other or
different terms as may be set forth herein. The title of the Securities shall be
the 6.75% Notes due 2011 (the "Notes"). Terms used herein and not defined shall
have the meaning assigned to them in the Indenture or the Prospectus.
2. The form and terms of the Notes substantially in the form of Exhibit B
attached hereto are hereby approved; and the Chairman of the Board, the
President, any Vice President, the Assistant Vice President - Corporate Treasury
and the Corporate Secretary or any Assistant Corporate Secretary of the
Corporation are, and each of them with full power to act without the others
hereby is, authorized, in the name and on behalf of the Corporation, to execute,
manually or by facsimile signature, and in the manner provided in the Indenture,
the Notes (and, in addition, to replace lost, stolen, mutilated or destroyed
Notes, all as provided in the Indenture) substantially in the form approved
hereby, in both temporary and definitive form, with such changes, modifications
and insertions therein as the officer executing the Notes shall determine, such
determination to be conclusively evidenced by the execution thereof by such
officer, all in the manner and form required in, or contemplated by, the
Indenture.
3. The signatures of the officers of the Corporation so authorized to
execute the Notes may, but need not be, the facsimile signatures of the current
or any future such authorized officers imprinted or otherwise reproduced
thereon, the Corporation for such purpose hereby adopting such facsimile
signatures as binding upon it, notwithstanding that at the time any Notes shall
be authenticated and delivered or disposed of any officer so signing shall have
ceased to be such authorized officer.
4. The form, terms and provisions of the Indenture are hereby ratified
and approved.
5. The form, terms and provisions of the Underwriting Agreement dated
March 8, 2001 (the "Underwriting Agreement") between the Corporation and the
Underwriters named on Schedule I thereto, providing for the issuance and sale of
the Notes are hereby approved; and the Chairman of the Board, the President, any
Vice President, the Assistant Vice President -
Corporate Treasury and the Corporate Secretary or any Assistant Corporate
Secretary of the Corporation are, and each of them with full power to act
without the others hereby is, authorized and directed to execute and deliver, in
the name and on behalf of the Corporation, the Underwriting Agreement with such
changes therein as the officer of the Corporation executing the Underwriting
Agreement shall approve, the execution thereof by such officer to be conclusive
evidence of such approval.
6. The form and terms of the Prospectus are hereby approved.
7. The Chairman of the Board, the President, any Vice President, the
Assistant Vice President - Corporate Treasury and the Corporate Secretary or any
Assistant Corporate Secretary of the Corporation are, and each of them with full
power to act without the others hereby is, authorized and empowered to take all
actions, and to execute and deliver any and all documents, in the name and on
behalf of this Corporation as such officer or officers shall deem necessary or
appropriate to effect or otherwise carry out the foregoing.
8. Any and all actions heretofore or hereafter taken by any officer or
officers of the Corporation within the terms of the foregoing, including without
limitation, the filing of a registration statement and amendments, supplements
and addenda thereto with the Securities and Exchange Commission with respect to
the Notes and other securities which may be issued pursuant to the Indenture,
are hereby ratified and confirmed as the act of the Corporation.
9. The Notes may be authenticated by the Trustee and issued in accordance
with the Indenture.
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Dated as of the date first set forth above.
By:_______________________________________
Name: John W. Snow
Title: Chairman, President and Chief Executive
Officer
By: /s/ Paul R. Goodwin
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Name: Paul R. Goodwin
Title: Vice Chairman and Chief Financial Officer
By: /s/ David A. Boor
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Name: David A. Boor
Title: Vice President and Treasurer
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