Exhibit 10.45
EXECUTION COPY
SECOND AMENDMENT
SECOND AMENDMENT, dated as of May 14, 2003 (this "AMENDMENT"),
to the FIVE-YEAR REVOLVING CREDIT AGREEMENT, dated as of June 8, 2001 (as
amended, supplemented or otherwise modified, the "CREDIT AGREEMENT"), among CSX
CORPORATION, a Virginia corporation, as Borrower, the LENDERS parties thereto,
CITIBANK, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, CREDIT
SUISSE FIRST BOSTON and MIZUHO CORPORATE BANK, LTD., as Co-Documentation Agents,
and JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK), as
Administrative Agent.
W I T N E S S E T H:
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WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make certain loans and other extensions of credit to the Borrower; and
WHEREAS, the Borrower has requested and, upon this Amendment
becoming effective, the Lenders have agreed, to amend certain provisions of the
Credit Agreement upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein, the parties hereto agree as follows:
SECTION 1. DEFINITIONS
1.1 DEFINED TERMS. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given
such terms in the Credit Agreement.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT
2.1 AMENDMENT TO SECTION 5.01. Section 5.01 of the Credit
Agreement is hereby amended by adding at the end of such Section the following
new paragraph:
Information required to be delivered pursuant to this Section 5.01
shall be deemed to have been delivered to the Lenders on the date on
which the Borrower provides written notice to the Lenders that such
information has been posted on the Borrower's website on the Internet
at http://www.csx.com or is available on the website of the SEC at
http://www.sec.gov (to the extent such information has been posted or
is available as described in such notice). Information required to be
delivered pursuant to this Section 5.01 may also be delivered by
electronic communication pursuant to procedures approved by the
Administrative Agent pursuant to Section 9.01(b) hereto.
2.2 AMENDMENT TO SECTION 9.01. Section 9.01 of the Credit
Agreement is hereby amended by adding at the end of such Section the following
new paragraph:
(d) Notices and other communications to the Lenders hereunder
may be delivered or furnished by electronic communications pursuant to
procedures approved by the Administrative Agent (upon any such
procedures' approval, the Administrative Agent shall provide notice
thereof to the applicable Lender); PROVIDED that the foregoing shall
not apply to notices pursuant to Article II unless otherwise agreed by
the Administrative Agent and the applicable Lender. The Administrative
Agent or the Borrower may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications
pursuant to procedures approved by it prior to such communication (upon
any such procedures' approval, the Administrative Agent shall provide
notice thereof to the Lenders); PROVIDED that approval of such
procedures may be limited to particular notices or communications.
SECTION 3. MISCELLANEOUS
3.1 LIMITED EFFECT. Except as expressly amended, modified and
supplemented hereby, the Credit Agreement is, and shall remain, in full force
and effect in accordance with its terms.
3.2 EFFECTIVENESS. This Amendment shall become effective as of
the date hereof upon receipt by the Administrative Agent of a counterpart hereof
duly executed by the Borrower and the Majority Lenders on or prior to 5:00 p.m.,
New York City time, on May 14, 2003.
3.3 REPRESENTATIONS AND WARRANTIES. On and as of the date
hereof and after giving effect to this Amendment, the Borrower hereby confirms,
reaffirms and restates the representations and warranties set forth in Article
III of the Credit Agreement MUTATIS MUTANDIS, except to the extent that such
representations and warranties expressly relate to a specific earlier date in
which case the Borrower hereby confirms, reaffirms and restates such
representations and warranties as of such earlier date.
3.4 COUNTERPARTS. This Amendment may be executed by one or
more of the parties hereto on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Administrative Agent. This Amendment
may be delivered by facsimile transmission of the relevant signature pages
hereof.
3.5 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
CSX CORPORATION,
as Borrower
By: /s/ DAVID A. BOOR
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Title: Vice President and Treasurer
JPMORGAN CHASE BANK,
as Administrative Agent and as a Lender,
By: /s/ ROBERT P. KELLAS
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Title: Vice President
CITIBANK, N.A.,
as Co-Syndication Agent and as a Lender,
By: /s/ DAVID L. HARRIS
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Title: Vice President
THE BANK OF NOVA SCOTIA,
as Co-Syndication Agent and as a Lender,
By: /s/ TODD S. MELLER
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Title: Managing Director
CREDIT SUISSE FIRST BOSTON,
as Co-Documentation Agent and as a Lender,
By: /s/ JOSEPH ADIPIETRO
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Title: Director
By: /s/ CASSANDRA DROOGAN
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Title: Associate
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MIZUHO CORPORATE BANK, LTD.,
as Co-Documentation Agent and as a Lender,
By: /s/ RAYMOND VENTURA
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Title: S.V.P.
PNC BANK, NATIONAL ASSOCIATION
By: /s/ DOUGLAS WINTERS
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Title: Sr. Vice President
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ J.W. RHODES
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Title: VP--Manager
THE BANK OF NEW YORK
By: /s/ STEVEN P. CAVALUZZO
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Title: Vice President
BANK ONE, NA
By: /s/
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Title: Managing Director
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ FRITZ BLUMER
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Title: Vice President
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FLEET NATIONAL BANK
By: /s/ DAVID J. DOUCETTE
-----------------------------------
Title: Vice President
SUNTRUST BANK, A GEORGIA BANK
By: /s/ MARK FLATIN
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Title: Director
UBS AG, CAYMAN ISLANDS BRANCH
By: /s/
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Title: Director
By: /s/
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Title: Associate Director
DEUTSCHE BANK AG NEW YORK BRANCH
By: /s/ CHRIS HOWE
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Title: Director
By: /s/ HARALD MILDNER
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Title: Vice President
THE MITSUBISHI TRUST AND BANKING CORPORATION
By:
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Title:
THE NORTHERN TRUST COMPANY
By: /s/ ERIC DYBING
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Title: Second Vice President
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FIFTH THIRD BANK
By: /s/ ANDREW L. BUSCHLE
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Title: Vice President
UFJ BANK LIMITED
By: /s/ JOHN T. FEENEY
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Title: Vice President
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