EXHIBIT 4.2
[FORM OF 9 3/4% GLOBAL NOTE DUE 2020]
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.
NYC NEWCO, INC.
[$231,000,000]
9 3/4% NOTES DUE 2020
NO. ** CUSIP NO. **
This security (the "Security") is one of a duly authorized issue of
securities (herein called the "Securities") of NYC Newco, Inc., a corporation
duly organized and existing under the laws of the Commonwealth of Virginia
(hereinafter called the "Company," which term includes any successor Person
under the Indenture hereinafter referred to), issued and to be issued in one or
more series under an indenture (the indenture, as supplemented from time to time
being herein called the "Indenture"), unlimited as to aggregate principal
amount, dated as of [ ], 2004 among the Company, CSX Transportation, Inc., as
Guarantor (herein called "Guarantor"), and The Bank of New York, as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights thereunder of
the Company, Guarantor, 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 [$231,000,000 (TWO
HUNDRED THIRTY-ONE MILLION 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 905 of the Indenture. This Security represents an aggregate initial
principal amount of [$231,000,000 (TWO HUNDRED THIRTY-
ONE MILLION 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 [$231,000,000 (TWO HUNDRED THIRTY-ONE
MILLION DOLLARS)] on June 15, 2020 and to pay interest (computed on the basis of
a 360-day year of twelve 30-day months) thereon from [ ], 2004 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 June 15 and December 15 of each year, commencing
[June] 15, 2004 at the rate of 9 3/4% per annum, until the principal hereof is
paid or duly made available for payment. The Company shall pay interest on
overdue principal and (to the extent lawful) interest on overdue installments of
interest at the rate per annum borne by this Security. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered as of the close of business on
the Regular Record Date for such interest, which shall be the June 1 or December
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 on any Interest Payment
Date 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 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 or
quotation system, all as more fully provided in the 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 Section 305
of the Indenture and such definitive Registered Securities, if any, shall be
authenticated and delivered in the manner provided for in the Indenture
(including Section 305 thereof).
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
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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
interest or Defaulted Interest, as the case may be, 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 The Bank of New York, 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 public and
private debts; PROVIDED, HOWEVER, that payment of interest may be made at the
option of the Company by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or by transfer to
an account maintained by the Person entitled thereto with a bank located in the
United States, as such account shall be provided to the Security Registrar and
shall appear in the Security Register.
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.
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 Four of the Indenture apply to Securities of
this series.
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The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and Guarantor and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Company, Guarantor
and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all series affected thereby
(voting as one class). The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Outstanding
Securities of each series on behalf of the Holders of all Securities of such
series to waive compliance by the Company and Guarantor 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 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 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 interest on this Security
at the time, place and rate, and in the coin or currency, herein prescribed.
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 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 and any other
expenses (including fees and expenses
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of the Trustee) that may be payable in connection therewith, other than
exchanges pursuant to Section 304 or 905, in each case not involving any
transfer.
The Company, Guarantor, the Trustee and any agent of the Company,
Guarantor 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, Guarantor, 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 are not subject to redemption. The
Securities of this series are not convertible into or exchangeable for other
securities.
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 the Trustee 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: [ ], 2004 NYC NEWCO, INC.
[Seal]
By:
-------------------------------------
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.
THE BANK OF NEW YORK,
as Trustee
By:
-------------------------------------
Authorized Signatory
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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:
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
Principal Amount at
Amount of Decrease in Amount of Increase in Maturity of this Global Signature of Authorized
Principal at Maturity of Principal at Maturity of Note Following such Officer of Trustee or
Date of Exchange this Global Note this Global Note Decrease or Increase Note Custodian
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