, 1997
-------------
EXCHANGE AGENT AGREEMENT
------------------------
The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, New York 10001
Ladies and Gentlemen:
CSX Corporation, a Virginia corporation (the "Company"), proposes to make
offers (the "Exchange Offers") to exchange (i) an aggregate principal amount of
up to $350,000,000 of the Company's 7.05% Debentures Due 2002 (the "New 2002
Debentures"), which have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for a like principal amount of its issued and
outstanding 7.05% Debentures Due 2002 (the "Old 2002 Debentures"), (ii) an
aggregate principal amount of up to $300,000,000 of the Company's 7.25%
Debentures Due 2004 (the "New 2004 Debentures"), which have been registered
under the Securities Act, for a like principal amount of its issued and
outstanding 7.25% Debentures Due 2004 (the "Old 2004 Debentures"), (iii) an
aggregate principal amount of up to $450,000,000 of the Company's 7.45%
Debentures Due 2007 (the "New 2007 Debentures"), which have been registered
under the Securities Act, for a like principal amount of its issued and
outstanding 7.45% Debentures Due 2007 (the "Old 2007 Debentures"), (iv) an
aggregate principal amount of up to $400,000,000 of the Company's 7.90%
Debentures Due 2017 (the "New 2017 Debentures"), which have been registered
under the Securities Act, for a like principal amount of its issued and
outstanding 7.90% Debentures Due 2017 (the "Old 2017 Debentures"), (v) an
aggregate principal amount of up to $500,000,000 of the Company's 7.95%
Debentures Due 2027 (the "New 7.95% 2027 Debentures"), which have been
registered under the Securities Act, for a like principal amount of its issued
and outstanding 7.95% Debentures Due 2027 (the "Old 7.95% 2027 Debentures"),
(vi) an aggregate principal amount of up to $100,000,000 of the Company's 6.95%
Debentures Due 2027 (the "New 6.95% 2027 Debentures"), which have been
registered under the Securities Act, for a like principal amount of its issued
and outstanding 6.95% Debentures Due 2027 (the "Old 6.95% 2027 Debentures"),
(vii) an aggregate principal amount of up to $250,000,000 of the Company's 7.25%
Debentures Due 2027 (the "New 7.25% 2027 Debentures"), which have been
registered under the Securities Act, for a like principal amount of its issued
and outstanding 7.25% Debentures Due 2027 (the "Old 7.25% 2027 Debentures") and
(viii) an aggregate principal amount of up to $150,000,000 of the Company's
8.30% Debentures Due 2032 (the "New 2032 Debentures"), which have been
registered under the Securities Act,
for a like principal amount of its issued and outstanding 8.30% Debentures Due
2032 (the "Old 2032 Debentures"). The New 2002 Debentures, New 2004 Debentures,
New 2007 Debentures, New 2017 Debentures, New 7.95% 2027 Debentures, New 6.95%
2027 Debentures, New 7.25% 2027 Debentures and New 2032 Debentures are sometimes
referred to herein collectively as the "New Debentures," and the Old 2002
Debentures, Old 2004 Debentures, Old 2007 Debentures, Old 2017 Debentures, Old
7.95% 2027 Debentures, Old 6.95% 2027 Debentures, Old 7.25% 2027 Debentures and
Old 2032 Debentures are sometimes referred to herein collectively as the "Old
Debentures." The terms and conditions of the Exchange Offers as currently
contemplated are set forth in a Prospectus, dated _________, 1997 (the
"Prospectus"), distributed to all record holders of the Old Debentures on
________, 1997. Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to them in the Prospectus.
The Company hereby appoints The Chase Manhattan Bank to act as exchange
agent (the "Exchange Agent") in connection with the Exchange Offers. References
hereinafter to "you" shall refer to The Chase Manhattan Bank.
The Exchange Offers are expected to be commenced by the Company on or about
__________, 1997. The Letter of Transmittal accompanying the Prospectus is to be
used by the holders of the Old Debentures to accept the Exchange Offers and
contains certain instructions with respect to (i) the delivery of certificates
for Old Debentures tendered in connection therewith and (ii) the book-entry
transfer of Old Debentures to the Exchange Agent's account at the Depository
Trust Company ("DTC").
The Exchange Offers shall expire at 5:00 p.m., New York City time, on
______, 1997 or on such later date or time to which the Company may extend the
Exchange Offers (the "Expiration Date"). Subject to the terms and conditions
set forth in the Prospectus, the Company expressly reserves the right to extend
the Exchange Offers from time to time by giving oral (to be confirmed in
writing) or written notice to you no later than 5:00 p.m., New York City time,
on the business day following the previously scheduled Expiration Date.
The Company expressly reserves the right to amend or terminate the Exchange
Offers, and not to accept for exchange any Old Debentures not theretofore
accepted for exchange, upon the occurrence of any of the conditions of the
Exchange Offers specified in the Prospectus under the caption "The Exchange
Offers -- Certain Conditions to the Exchange Offers." The Company will give
oral (to be confirmed in writing) or written notice of any amendment,
termination or nonacceptance of Old Debentures to you as promptly as
practicable.
In carrying out your duties as Exchange Agent, you are to act in accordance
with the following instructions:
1. You will perform such duties and only such duties as are specifically
set forth herein and such duties which are necessarily incidental thereto;
provided, however, that in no
- -------- -------
2
event will your general duty to act in good faith be discharged by the
foregoing.
2. You will establish an account with respect to the Old Debentures at DTC
(the "Book-Entry Transfer Facility") for purposes of the Exchange Offers within
two business days after the date of the Prospectus, and any financial
institution that is a participant in the Book-Entry Transfer Facility's systems
may make book-entry delivery of the Old Debentures by causing the Book-Entry
Transfer Facility to transfer such Old Debentures into your account in
accordance with the Book-Entry Transfer Facility's procedure for such transfer.
3. You are to examine each of the Letters of Transmittal, certificates for
Old Debentures (or confirmations of book-entry transfers into your account at
the Book-Entry Transfer Facility), Notices of Guaranteed Delivery and any
Agent's Message or other documents delivered or mailed to you by or for holders
of the Old Debentures to ascertain whether: (i) the Letters of Transmittal,
Notices of Guaranteed Delivery, Agent's Message and any such other documents are
duly executed and properly completed in accordance with instructions set forth
therein and (ii) the Old Debentures have otherwise been properly tendered. In
each case where the Letter of Transmittal, Notice of Guaranteed Delivery,
Agent's Message or any other document has been improperly completed or executed
or any of the certificates for Old Debentures are not in proper form for
transfer or some other irregularity in connection with the acceptance of the
Exchange Offers exists, you will endeavor to inform the presenters of the need
for fulfillment of all requirements and to take any other action as may be
necessary or advisable to cause such irregularity to be corrected.
4. Final determination of all questions as to the validity, form,
eligibility and acceptance for exchange of any tender of Old Debentures shall be
made by the Company in its sole discretion, which determination shall be final
and binding. The Company reserves the absolute right to reject any or all
tenders of Old Debentures determined by it not to be timely or in proper form or
the acceptance of or exchange for which may, in the opinion of the Company's
counsel, be unlawful and to waive any of the conditions of the Exchange Offers
or any defect or irregularity in the tender of the Old Debentures, and the
Company's interpretation of the terms and conditions of the Exchange Offers will
be final. Upon notification by any person designated in writing by the Company
(a "Designated Officer") (such approval, if given orally, to be confirmed in
writing) or any other party designated by any such Designated Officer in
writing, you are authorized to waive any irregularities in connection with any
tender of Old Debentures pursuant to the Exchange Offers.
5. Tenders of Old Debentures may be made only as set forth in the Letter
of Transmittal and in the section of the Prospectus captioned "The Exchange
Offers -- Procedures for Tendering Old Debentures" and Old Debentures shall be
considered properly tendered to you only when tendered in accordance with the
procedures set forth therein.
Notwithstanding the provisions of this paragraph 5, Old Debentures which
any Designated Officer of the Company shall approve as having been properly
tendered shall be considered to be properly tendered (such approval, if given
orally, shall be confirmed in
3
writing).
6. You shall advise the Company with respect to any Old Debentures
delivered subsequent to the Expiration Date and accept its instructions with
respect to disposition of such Old Debentures.
7. You shall accept tenders:
(a) in cases where the Old Debentures are registered in two or more names
only if signed by all named holders;
(b) in cases where the signing person (as indicated on the Letter of
Transmittal) is acing in a fiduciary or a representative capacity only when
proper evidence of such person's authority to so act is submitted; and
(c) from persons other than the registered holder of Old Debentures
provided that customary transfer requirements, including payment of any
applicable transfer taxes, are fulfilled.
You shall accept partial tenders of Old Debentures where so indicated and
as permitted in the Letter of Transmittal and deliver certificates for Old
Debentures to the transfer agent for split-up and return any untendered Old
Debentures to the holder (or to such other person as may be designated in the
Letter of Transmittal) as promptly as practicable after expiration at or
termination of the Exchange Offers.
8. Upon satisfaction or waiver of all of the conditions to the Exchange
Offers, the Company will notify you (such notice, if given orally, to be
confirmed in writing) of the Company's acceptance, promptly after the Expiration
Date, of all Old Debentures properly tendered and you, on behalf of the Company,
will exchange such Old Debentures for New Debentures and cause such Old
Debentures to be canceled. Delivery of New Debentures will be made on behalf of
the Company by you at the rate of $1,000 principal amount of New Debentures for
each $1,000 principal amount of the Old Debentures tendered promptly after
notice (such notices, if given orally, to be confirmed in writing) of acceptance
of said Old Debentures by the Company, provided, however, that in all cases, Old
-------- -------
Debentures tendered pursuant to the Exchange Offers will be exchanged only after
timely receipt by you of certificates for such Old Debentures (or confirmation
of book-entry transfer into your account at the Book-Entry Transfer Facility), a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) with any required signature guarantees (or an Agent's Message in lieu
thereof) and any required documents unless otherwise waived by the Company. You
shall accept tendered Old Debentures and issue New Debentures only in
denominations of $1,000 or any integral multiple thereof.
9. Tenders pursuant to the Exchange Offers are irrevocable, except that,
subject to the terms and upon the conditions set forth in the Prospectus and the
Letter of Transmittal,
4
Old Debentures tendered pursuant to the Exchange Offers may be withdrawn at any
time on or prior to the Expiration Date.
10. The Company shall not be required to accept for exchange any Old
Debentures tendered if any of the conditions set forth in the Exchange Offers
are not met. Notice of any decision by the Company not to exchange any Old
Debentures tendered shall be given (such notice, if given orally, shall be
confirmed in writing) by the Company to you.
11. If, pursuant to the terms of the Exchange Offers, the Company does not
accept for exchange all or part of the Old Debentures tendered because of an
invalid tender, the occurrence of certain other events set forth in the
Prospectus under the caption "The Exchange Offers -- Certain Conditions to the
Exchange Offers" or otherwise, you shall as soon as practicable after the
expiration or termination of the Exchange Offers return those certificates for
unaccepted Old Debentures (or effect the appropriate book-entry transfer of the
unaccepted Old Debentures), together with any related required documents and the
Letter of Transmittal relating thereto that are in your possession, to the
persons who deposited them.
12. All certificates for reissued Old Debentures, unaccepted Old
Debentures or for New Debentures shall be forwarded by (a) first-class mail,
return receipt requested, under a blanket surety bond protecting you and the
Company from loss or liability arising out of the non-receipt or non-delivery of
such certificates or (b) by registered mail insured separately for the
replacement value of each of such certificates.
13. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons or
to engage or utilize any person to solicit tenders.
14. As Exchange Agent hereunder you:
(a) will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness of any of
the certificates or the Old Debentures represented thereby deposited with you
pursuant to the Exchange Offers, and will not be required to and will make no
representation as to the validity, value or genuineness of the Exchange Offers;
provided, however, that in no event will your general duty to act in good faith
- -------- -------
be discharged by the foregoing;
(b) shall not be obligated to take any legal action hereunder which might
in your reasonable judgment involve any expense or liability, unless you shall
have been furnished with reasonable indemnity satisfactory to you;
(c) may conclusively rely on and shall be fully protected in acting in
good faith in reliance upon any certificate, instrument, opinion, notice,
letter, facsimile or other document or security delivered to you and reasonably
believed by you to be genuine and to have been signed by the proper party or
parties;
5
(d) may conclusively act upon any tender, statement, request, agreement or
other instrument whatsoever not only as to its due execution and validity and
effectiveness of its provisions, but also as to the truth and accuracy of any
information contained therein, which you shall in good faith reasonably believe
to be genuine or to have been signed or represented by a proper person or
persons;
(e) may conclusively rely on and shall be fully protected in acting upon
written or oral instructions from any Designated Officer of the Company with
respect to the Exchange Offers;
(f) shall not advise any person tendering Old Debentures pursuant to the
Exchange Offers as to the wisdom of making such tender or as to the market value
or decline or appreciation in market value of any Old Debentures; and
(g) may consult with your counsel with respect to any questions relating
to your duties and responsibilities, and the written opinion or advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by you hereunder in good faith and in
accordance with such written opinion of such counsel.
15. You shall take such action as may from time to time be requested by
any Designated Officer of the Company (and such other action as you may
reasonably deem appropriate) to furnish copies of the Prospectus, and
supplements thereto, the Letter of Transmittal and the Notice of Guaranteed
Delivery, or such other forms as may be approved from time to time by the
Company, to all persons requesting such documents and to accept and comply with
telephone requests for information relating to the Exchange Offers, provided
that such information shall relate only to the procedures for accepting (or
withdrawing from) the Exchange Offers. The Company will furnish you with copies
of such documents at your request.
16. You shall advise by facsimile transmission or telephone, and promptly
thereafter confirm in writing to David D. Owen, Managing Director-Corporate
Finance of the Company, and such other person or persons as the Company may
request, daily (and more frequently during the week immediately preceding the
Expiration Date and if otherwise requested) up to and including the Expiration
Date, as to the principal amount of the Old Debentures which have been tendered
pursuant to the Exchange Offers and the items received by you pursuant to this
Agreement, separately reporting and giving cumulative totals as to items
properly received and items improperly received and items covered by Notices of
Guaranteed Delivery. In addition, you will inform, and cooperate in making
available to, the Company or any other person or persons identified to you by
the Company from time to time prior to the Expiration Date of such other
information as they or such persons reasonably request. Such cooperation shall
include, without limitation, the granting by you to the Company and such persons
identified to you by the Company of access to those persons on your staff who
are responsible for receiving tenders, in order to ensure that immediately prior
to the Expiration Date, the Company shall have received information in
sufficient detail to enable it to decide whether to
6
extend the Exchange Offers. You shall prepare a list of persons who failed to
tender or whose tenders were not accepted and the aggregate principal amount of
Old Debentures not tendered or Old Debentures not accepted and deliver said list
to the Company at least seven days prior to the Expiration Date. You shall also
prepare a final list of all persons whose tenders were accepted, the aggregate
principal amount of Old Debentures tendered and the aggregate principal amount
of Old Debentures accepted and deliver said list to the Company.
17. Letters of Transmittal and Notices of Guaranteed Delivery shall be
stamped by you as to the date and the time of receipt thereof and shall be
preserved by you for a period of time at least equal to the period of time you
preserve other records pertaining to the transfer of securities. You shall
dispose of unused Letters of Transmittal and other surplus materials by
returning them to the Company at the address set forth below for notices.
18. For services rendered as Exchange Agent hereunder, you shall be
entitled to such compensation and reimbursement of reasonable out-of-pocket
expenses as are set forth on Schedule I attached hereto.
19. You hereby acknowledge receipt of the Prospectus and the Letter of
Transmittal and further acknowledge that you have examined each of them to the
extent necessary to perform your duties hereunder. Any inconsistency between
this Agreement, on the one hand, and the Prospectus and the Letter of
Transmittal (as they may be amended from time to time), on the other hand, shall
be resolved in favor of the latter two documents except with respect to the
duties, liabilities and indemnification of you as Exchange Agent, which shall be
controlled by this Agreement.
20. The Company agrees to indemnify and hold you (and your officers,
directors, employees and agents) harmless in your capacity as Exchange Agent
hereunder against any liability, cost or expense, including reasonable
attorneys' fees, arising out of or in connection with the performance of your
duties hereunder, other than those losses resulting from your negligence, bad
faith or willful misconduct.
21. This Agreement and your appointment as Exchange Agent hereunder shall
be construed and enforced in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely within such state,
and without regard to conflicts of law principles, and shall inure to the
benefit of, and the obligations created hereby shall be binding upon, the
successors and assigns of each of the parties hereto.
22. All communications, including notices, required or permitted to be
given hereunder shall be in writing and shall be deemed to have been duly given
if (i) delivered personally with receipt acknowledged, (ii) sent by registered
or certified mail, return receipt requested, (iii) transmitted by facsimile
(which shall be confirmed by telephone and by a writing sent by registered or
certified mail on the business day that such facsimile is sent) or (iv) sent by
recognized overnight courier for next business day delivery, addressed to the
parties at the addresses or facsimile numbers as any party shall hereafter
specify by
7
communication to the other parties in the manner provided herein:
Company: CSX Corporation
One James Center
901 East Cary Street
Richmond, Virginia 23219
Fax No.: 804-783-1346
Attention: David D. Owen
with a copy to: McGuire, Woods, Battle & Boothe, L.L.P.
One James Center
901 East Cary Street
Richmond, Virginia 23219
Fax No.: 804-775-1061
Attention: Joseph C. Carter, III, Esq.
Exchange Agent: The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, New York 10001-2697
Fax No.: 212-946-8161
Attention: Ronald Halleran
with a copy to: Dewey Ballantine
1301 Avenue of the Americas
New York, New York 10019-6092
Fax No.: 212-259-6333
Attention: Charles R. Hager, Esq.
23. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
24. In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Please acknowledge receipt of this Agreement and confirm the arrangements
herein provided by signing and returning the enclosed copy.
CSX CORPORATION
By:
---------------------------
Name: David D. Owen
Title: Managing Director - Corporate
Finance
8
Accepted as of the date first
above written:
THE CHASE MANHATTAN BANK,
as Exchange Agent
By:
--------------------------
Name:
Title:
9