EXHIBIT 4.2
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
$
6.30% NOTES DUE 2012
No. CUSIP No.
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 JPMorgan
Chase Bank, formerly known as The Chase Manhattan Bank, 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 and a Fourth
Supplemental Indenture dated as of October 30, 2001, 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 $ ______________ (_____________ 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 $ ______________
(_____________ 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 $ ______________ (_____________
DOLLARS) on March 15, 2012 and to pay interest (computed on the basis of a
360-day year of twelve 30-day months) thereon from March 8, 2002 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 March 15 and September 15 of each year, commencing
September 15, 2002, and at Maturity at the rate of 6.30% 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 March 1 or September 1 (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, 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
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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.
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. 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.
Payment of the principal of and any such interest on this Security will be
made at the offices of JPMorgan Chase Bank, 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
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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 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:
o 100% of the principal amount of such Securities; or
o 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:
o 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 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
o 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 Treasurer Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
Redemption Date.
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
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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 in
principal amount of the Securities to be redeemed.
"Comparable Treasury Issue" means the United States 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 Salomon Smith Barney Inc. and its
successors, or if that firm is unwilling or unable to serve as such, an
independent investment and banking institution of national standing appointed by
the Company.
"Reference Treasury Dealer" means:
o Salomon Smith Barney Inc. and its successors; provided that, if
Salomon Smith Barney Inc. ceases to be a primary U.S. Government
securities dealer in New York City ("Primary Treasury Dealer"), the
Company will substitute another Primary Treasury Dealer; and
o 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.
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.
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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.
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.
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.
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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 $1,000.00 and any
integral multiple thereof. 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 JPMorgan Chase Bank, 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.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: March 8, 2002 CSX CORPORATION
[Seal] By:
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Name: David A. Boor
Title: Vice President and Treasurer
Attest:
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Assistant Corporate Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of a series issued under the Indenture
described herein.
JPMORGAN CHASE BANK,
as Trustee
By:
------------------------------------
Authorized Officer
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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:
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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.
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EXHIBIT A
Schedule of Exchanges
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