EXHIBIT 4.1
CSX CORPORATION
Action of Authorized Pricing Officers
March 5, 2002
1. Pursuant to (i) Section 301 of the Indenture dated as of August 1, 1990
between CSX Corporation (the "Corporation") and JPMorgan Chase Bank, formerly
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, the Third Supplemental Indenture dated as of
April 22, 1998 and the Fourth Supplemental Indenture dated as of October 30,
2001 (the indenture, as so supplemented, is herein called the "Indenture"), and
(ii) resolutions duly adopted by the Board of Directors of the Corporation at
meetings duly called and held on May 1, 2001 and December 12, 2001, 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 6.30% Notes due 2012 (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 under the Indenture; and the Chairman of the
Board, President and Chief Executive Officer, any Vice Chairman, any Executive
Vice President, any Senior Vice President, any Vice President, the Assistant
Vice President-Corporate Treasury, the Vice President, General Counsel and
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 5, 2002 (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, President and
Chief Executive Officer, any Vice Chairman, any Executive Vice President, any
Senior Vice President, any Vice President, the Assistant Vice
President-Corporate Treasury, the Vice President, General Counsel and Corporate
Secretary, any General Counsel or Assistant General Counsel, 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, President and Chief Executive Officer, any
Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice
President, the Assistant Vice President-Corporate Treasury, the Vice President,
General Counsel and Corporate Secretary, any General Counsel or Assistant
General Counsel, 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.
Dated as of the date first set forth above.
By: /s/ John W. Snow
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Name: John W. Snow
Title: Chairman, President and Chief Executive
Officer
By: /s/ David A.Boor
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Name: David A. Boor
Title: Vice President and Treasurer