EXHIBIT 4.1
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CSX CORPORATION
Action of Authorized Pricing Officers
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September 30, 1998
1. Pursuant to (i) Section 301 of the Indenture dated as of August 1,
1990 between CSX Corporation (the "Corporation") and 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 and the Third Supplemental Indenture dated as of April 22, 1998 (the "Third
Supplemental Indenture" and the indenture, as so supplemented, is herein called
the "Indenture"), and (ii) resolutions duly adopted by the Board of Directors of
the Corporation at a meeting duly called and held on April 28, 1998, 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 substantially in the form attached as Exhibit A
(collectively, the "Prospectus") and such other or different terms as may be
established by an Authorized Officer (as hereinafter defined). Terms used
herein and not defined shall have the meaning assigned to them in the Indenture
or the Prospectus.
2. The terms of the series of Securities shall include without limitation
the terms set forth below.
TITLE: Medium-Term Notes, Series C (the "Notes").
INITIAL OFFERING
PRICE: Up to U.S. $750,000,000 (including, in the case of
Foreign Currency Notes, the equivalent thereof at the
Market Exchange Rate on the applicable trade dates in
one or more foreign currencies or currency units);
subject to the foregoing, the aggregate initial
offering price of Notes to be issued and sold from time
to time shall be as selected by the initial purchaser
and agreed to on behalf of the Corporation by an
officer of the Corporation who has been designated for
such purpose in or pursuant to this Action of
Authorized Pricing Officers (each, an "Authorized
Officer"), as evidenced by written instructions (the
"Instructions") furnished by the Corporation from time
to time to the Trustee and any Security Registrar and
Authenticating Agent (the "Notice Parties").
DENOMINATIONS
AND FORMS: The Notes, except Foreign Currency Notes (including any
permanent Global Notes representing Book-Entry Notes)
will be issuable in fully registered form only in
denominations of U.S. $1,000 and integral multiples of
$1,000 in excess thereof. Foreign Currency Notes will
be issuable only in the denominations as shall be
determined by an Authorized Officer from time to time
and specified to the Notice Parties in the
Instructions.
Notes may be issued in definitive or global form as may
be determined by an Authorized Pricing Officer.
The Notes will be issuable in permanent global form
without coupons, and beneficial owners of interests in
any such permanent Global Note may exchange such
interests for definitive Notes in registered form, of
like tenor and of an equal aggregate principal amount,
only if (x) the U.S. Depositary named below (the
"Depositary") notifies the Corporation that it is
unwilling or unable to continue as U.S. Depositary for
such permanent Global Note or if at any time the
Depositary ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), (y) the Corporation in its sole
discretion determines that such permanent Global Note
shall be exchangeable for definitive Notes in
registered form or (z) any event shall have happened
and be continuing which, after notice or lapse of time,
or both, would become an Event of Default with respect
to the Notes. Any permanent Global Note that is
exchangeable pursuant to the preceding sentence shall
be exchangeable in whole for definitive Notes in fully
registered form only, of like tenor and of an equal
aggregate principal amount, in denominations of U.S.
$1,000 and integral multiples of U.S. $1,000 in excess
thereof. Such definitive Notes shall be registered in
the name or names of such person or persons as the
Depositary shall instruct the Security Registrar. The
Depositary for any such permanent Global Note shall be
The Depository Trust Company.
PAYMENT OF INTEREST: Interest on a Note will be payable to the Person in
whose name such Note (or one or more predecessor Notes)
is registered at the close of business on the Regular
Record Date next preceding the Interest Payment Date
for such interest; provided, however, that interest
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payable on such Note at Maturity will be payable to the
Person to whom principal shall be payable.
MATURITY: The date on which the principal of each of the Notes is
payable shall be any day 9 months or longer from its
Issue Date, as determined by an Authorized Officer from
time to time, and specified to the Notice Parties in
the Instructions.
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INTEREST RATE
OR RATES: The rate or rates, or the method of determining the
rate or rates, at which any of the Notes shall bear
interest shall, consistent with the options set forth
in the Prospectus and this Action of Authorized Pricing
Officers, shall be determined by any Authorized Officer
from time to time, and specified to the Notice Parties
in the Instructions. Each Note, except a Zero Coupon
Note, will bear interest from and including its Issue
Date or from and including the most recent Interest
Payment Date (or in the case of a Floating Rate Note
with daily or weekly Interest Reset Dates, the day
following the most recent Regular Record Date) with
respect to which interest on such Note (or any
predecessor Note) has been paid or duly provided for
until the principal thereof is paid or made available
for payment. Unless otherwise determined by an
Authorized Officer and specified to the Notice Parties
in the Instructions, the Interest Payment Dates for
Fixed Rate Notes shall be March 1 and September 1 of
each year. Unless otherwise determined by an Authorized
Officer and specified to the Notice Parties in the
Instructions, the Interest Payment Dates for Floating
Rate Notes shall be as described in the sixth paragraph
under the caption "Description of Notes -- Floating
Rate Notes" in the Prospectus. Notwithstanding the
foregoing, the first payment of interest on any Note
originally issued between a Regular Record Date and an
Interest Payment Date will be made on the second
Interest Payment Date following the Issue Date of such
Note to the registered owner on the Regular Record Date
immediately preceding such Interest Payment Date. The
Regular Record Date for Fixed Rate Notes having
Interest Payment Dates of March 1 and September 1 shall
be the February 15 or August 15, as the case may be,
next preceding such March 1 and September 1 Interest
Payment Dates. The Regular Record Date for Fixed Rate
Notes having Interest Payment Dates of other than March
1 and September 1 and the Regular Record Dates for
Floating Rate Notes shall be the dates 15 calendar days
prior to such Interest Payment Dates.
PLACE OF PAYMENT: The place of payment of any principal, premium and
interest on Notes shall be as specified in the
Prospectus unless otherwise specified by an Authorized
Officer in Instructions to the Notice Parties.
REDEMPTION: An Authorized Officer shall determine and specify to
the Notice Parties in the Instructions either that a
Note cannot be redeemed prior to its Stated Maturity or
that a Note will be redeemable at the option of the
Corporation and/or at the option of a Holder on or
after a specified date prior to its Stated Maturity at
a specified price or
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prices, together with accrued interest to the date of
redemption. The terms and conditions, if any, upon
which the Notes may be redeemed, in whole or in part,
at the option of the Corporation, including without
limitation, the period or periods within which, and the
price or prices at which such redemption may be
effected shall be determined by an Authorized Officer
from time to time and shall be specified to the Notice
Parties in the Instructions.
SINKING FUND: An Authorized Officer shall determine and specify to
the Notice Parties in the Instructions either that the
Corporation will not be obligated to redeem or purchase
a Note pursuant to any sinking fund or at the option of
the Holder thereof or that the Corporation will be so
obligated and if so obligated the terms and conditions
thereof.
CURRENCY: Principal of and any premium and interest on the Notes
shall be payable in U.S. dollars or in such foreign
currency or currencies, or currency units, as shall be
determined by an Authorized Officer from time to time
and specified to the Notice Parties in the
Instructions. Principal of and any premium and interest
on Foreign Currency Notes will be payable by the
Corporation in U.S. Dollars. Unless otherwise
determined by an Authorized Officer and specified to
the Notice Parties in the Instructions, the Exchange
Rate Agent will obtain the quotations necessary to
convert all payments of principal of and any premium
and interest on Foreign Currency Notes to U.S. dollars.
However, unless otherwise determined by an Authorized
Officer and specified to the Notice Parties in the
Instructions, the Holder of a Foreign Currency Note may
elect to receive such payments in the applicable
foreign currency, currencies or currency units, in
which such Note is denominated, as described in and
subject to the terms and conditions set forth in the
Prospectus under the caption "Special Provisions
Relating to Foreign Currency Notes -Payment of
Principal, Premium and Interest."
Payments of principal of and any premium or interest on
the Notes may be determined with reference to an index
(e.g., foreign currency or currencies, or a currency
unit, or financial indices), and the manner in which
such amounts shall be determined shall be determined by
an Authorized Officer from time to time and shall be
specified to the Notice Parties in the Instructions.
ORIGINAL ISSUE
DISCOUNT: The portion of the principal amount of any Original
Issue Discount Notes or Zero Coupon Notes which shall
be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502 of the
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Indenture shall be determined by an Authorized Officer
from time to time and shall be specified to the Trustee
in the Instructions.
OTHER: Article 14 of the Indenture shall apply to the Notes.
Section 311 of the Indenture shall apply to the Foreign
Currency Notes of this series.
3. The form and terms of the Notes substantially in the forms of Exhibits
B-1 and B-2 attached hereto and Exhibits A through F of the Indenture, with such
modifications thereto as may be approved by an Authorized Officer, are hereby
approved; and the Chairman of the Board, the President, any Vice President, the
Managing Director - Corporate Finance and the 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.
4. 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.
5. The form, terms and provisions of the Indenture are hereby ratified
and approved.
6. The form, terms and provisions of the Distribution Agreement dated as
of September 30, 1998 between the Corporation and the Agents specified therein,
providing for the issuance and sale and solicitations of sales, from time to
time, of the Notes are hereby approved; and the Chairman of the Board, the
President, any Vice President, the Managing Director-Corporate Finance and the
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
and directed to execute and deliver, in the name and on behalf of the
Corporation, the Distribution Agreement with such changes therein as the officer
of the Corporation executing the Distribution Agreement shall approve, the
execution thereof by such officer to be conclusive evidence of such approval;
and any one of such officers is authorized to appoint such other Agents from
time to time as such officer shall deem appropriate.
7. The form, terms and provisions of the Calculation Agent Agreement,
dated as of September 30, 1998 between the Corporation and the Trustee are
hereby approved with such
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changes therein as the Officer of the Corporation executing the same shall
approve the execution thereof by such Officer to be conclusive evidence of such
approval; the Chairman of the Board, the President, any Vice President, the
Managing Director-Corporate Finance and the 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 and directed to execute and
deliver, in the name and on behalf of the Corporation, such agreements.
8. The form and terms of the Prospectus are hereby approved.
9. The Chairman of the Board, the President, any Vice President, the
Managing Director-Corporate Finance and the 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 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.
10. 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.
11. Any one of the Chairman of the Board, the President, any Vice
President, the Managing Director-Corporate Finance, the Assistant Treasurer and
the Corporate Secretary of the Corporation, each with power to act without the
other, shall be an Authorized Officer for purposes of implementing the
provisions of this Action of Authorized Pricing Officers and any Authorized
Officer is hereby authorized to redelegate in writing the authority granted in
this Action of Authorized Pricing Officers.
12. Notes may be authenticated by the Trustee and issued in accordance
with the Administrative Procedures adopted pursuant to the Distribution
Agreement upon receipt by the Trustee (including by facsimile) of an
Authentication Certificate supplemental to this Action of Authorized Pricing
Officers, in substantially the form attached as Exhibit C (an Authentication
Certificate) setting forth the information specified or contemplated therein for
the particular Notes to be authenticated and issued.
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Dated as of the date first set forth above.
By:__________________________________________
Name: John W. Snow
Title: President and Chief Executive Officer
By:/s/ Paul R. Goodwin
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Name: Paul R. Goodwin
Title: Executive Vice President-Finance and
Chief Financial Officer
By:/s/ Gregory R. Weber
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Name: Gregory R. Weber
Title: Vice President and Treasurer
ACTION OF AUTHORIZED PRICING OFFICERS