EXHIBIT 4.1
CSX CORPORATION
Action of Authorized Pricing Officers
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May 7, 1999
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
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 December 9, 1998, the undersigned officers
hereby reactivate the program to offer and sell the Corporation's Medium-Term
Notes, Series C, which series (as that term is used in Section 301 of the
Indenture) of Securities was established pursuant to the Action of Authorized
Pricing Officers dated as of September 30, 1998 with an aggregate initial
offering price of up to U.S. $750,000,000. As of the date hereof, U.S.
$350,000,000 in aggregate initial offering price of such Securities have been
issued. The undersigned officers hereby authorize the issuance of the
Corporation's Medium-Term Notes, Series C with an aggregate initial offering
price of up to U.S. $400,000,000 (the "Notes"). The Notes shall be issued under
the Indenture and 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 Notes shall include without limitation the terms set
forth below.
TITLE: Medium-Term Notes, Series C
INITIAL OFFERING
PRICE: Up to U.S. $400,000,000 (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").
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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 payable on such
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Note at Maturity will be payable to the Person to whom
principal shall be payable.
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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.
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.
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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 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
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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 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 May 7, 1999 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,
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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 May 7, 1999 between the Corporation and the Trustee are hereby
approved with such 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 re-delegate 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:
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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
EXHIBIT A
PROSPECTUS
Action of Authorized Pricing Officers
EXHIBIT B-1
FORM OF FIXED RATE NOTE
Action of Authorized Pricing Officers
EXHIBIT B-2
FORM OF FLOATING RATE NOTE
Action of Authorized Pricing Officers
EXHIBIT C
FORM OF AUTHENTICATION CERTIFICATE
Action of Authorized Pricing Officers