Exhibit 4.1
CSX CORPORATION
Supplemental Action of Authorized Pricing Officers
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August 10, 1999
Reference is made to the Action of Authorized Pricing Officers, dated as of
September 30, 1998 (the "September 1998 Action of Authorized Pricing Officers")
and the Action of Authorized Pricing Officers, dated as of May 7, 1999 (the "May
1999 Action of Authorized Pricing Officers", and together the "Actions of
Authorized Pricing Officers"), taken pursuant to (x) 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 (y) resolutions duly adopted by the Board of Directors of the
Corporation at meetings duly called and held on April 22, 1998 and December 9,
1998, respectively (the "Resolutions"). The Corporation's Medium-Term Notes,
Series C (the "Notes") were originally established by the September 1998 Action
of Authorized Pricing Officers and, at that time, were limited to an aggregate
initial offering price of 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). However, the terms of the Notes as set forth in the Actions of
Authorized Pricing Officers provide that the foregoing limit may be increased by
the Corporation if in the future it determines that it may wish to sell
additional Notes.
Pursuant to the authority vested in them by the Resolutions, the
undersigned officers hereby increase the limit on the aggregate initial offering
price of Notes that the Corporation is authorized to issue to a maximum of U.S.
$1,000,000,000 (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). The Notes shall be issued under the
Indenture and shall have the same terms provided or contemplated by the Actions
of Authorized Pricing Officers and as set forth in the Prospectus dated January
5, 1999 as supplemented by the Prospectus Supplement dated May 7, 1999 and as
further supplemented by the Supplement to the Prospectus Supplement dated August
10, 1999. The Notes shall be offered and sold pursuant to the Distribution
Agreement, dated May 7, 1999, between the Corporation and the Agents named
therein.
Terms used herein and not defined shall have the meaning assigned to them
in the May 1999 Action of Authorized Pricing Officers referred to above.
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