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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 23, 1998
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CSX CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA
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(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
2-63273 62-1051971
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(COMMISSION (I.R.S. EMPLOYER
FILE NO.) IDENTIFICATION NO.)
ONE JAMES CENTER, 901 EAST CARY STREET, RICHMOND, VA 23219
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(804) 782-1400
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ITEM 5. OTHER EVENTS
On October 23, 1998, CSX Corporation (the "Company") entered into an
Underwriting Agreement (the "Underwriting Agreement") with Salomon Smith Barney
Inc. as representative (the "Representative") for the underwriters named therein
(collectively, the "Underwriters") of the public offering of $400,000,000
aggregate principal amount of the Company's 6.25% Notes Due 2008 (the "Notes").
The Notes will be issued pursuant to an indenture dated as of August 1, 1990
between the Company and The Chase Manhattan Bank, as trustee (the "Trustee"), as
supplemented by a First Supplemental Indenture dated as of June 15, 1991, a
Second Supplemental Indenture dated as of May 6, 1997 and a Third Supplemental
Indenture dated as of April 22, 1998 and an Action of Authorized Pricing
Officers dated October 23, 1998. The Notes have been registered under the
Securities Act of 1933, as amended (the "Act"), by a Registration Statement on
Form S-3 (Registration No. 333-53191) which was declared effective August 11,
1998. On October 27, 1998, the Company filed with the Securities and Exchange
Commission (the "Commission"), pursuant to Rule 424(b)(2) under the Act, its
Prospectus, dated August 11, 1998, and Prospectus Supplement, dated October 23,
1998, pertaining to the offering and sale of the Notes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits required to be filed by Item 601 of Regulation S-K.
The following exhibits are filed as a part of this report.
1.1 Underwriting Agreement, dated October 23, 1998, among the Company
and the Underwriters.
4.1 Action of Authorized Pricing Officers dated October 23, 1998.
4.2 Form of Note.
5.1 Opinion of McGuire, Woods, Battle & Boothe LLP as to the validity
of the Notes.
23.1 Consent of McGuire, Woods, Battle & Boothe LLP contained in the
opinion filed as Exhibit 5.1.
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Signature
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Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CSX CORPORATION
By: /s/ Gregory R. Weber
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Gregory R. Weber
Vice President and Treasurer
Date: October 27, 1998
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EXHIBIT LIST
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Exhibit Description
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1.1 Underwriting Agreement, dated October 23, 1998, among the Company and
the Underwriters.
4.1 Action of Authorized Pricing Officers dated October 23, 1998.
4.2 Form of Note.
5.1 Opinion of McGuire, Woods, Battle & Boothe LLP as to the validity of
the Notes.
23.1 Consent of McGuire, Woods, Battle & Boothe LLP contained in the
opinion filed as Exhibit 5.1.
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Exhibit 1.1
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EXECUTION COPY
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CSX CORPORATION
$400,000,000 6.25% Notes Due 2008
UNDERWRITING AGREEMENT
Dated: October 23, 1998
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CSX CORPORATION
$400,000,000 6.25% Notes Due 2008
UNDERWRITING AGREEMENT
October 23, 1998
Salomon Smith Barney Inc.
As Representative of the Underwriters
Seven World Trade Center
New York, New York 10048
Ladies and Gentlemen:
CSX CORPORATION, a Virginia corporation (the "Company"), proposes to
issue and sell to the parties named in Schedule I hereto (the "Underwriters"),
for whom you are acting as representative (the "Representative"), $400,000,000
principal amount of its 6.25% Notes due 2008 (the "Securities"). The Securities
are to be issued under an indenture (the "Indenture") dated as of August 1, 1990
between the Company and The Chase Manhattan Bank, as trustee, as supplemented
and amended 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.
In connection with the sale of the Securities, the Company has
prepared and filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (Registration No. 333-53191)
for the registration of debt securities, including the Securities, preferred
stock, securities warrants and depositary shares, under the Securities Act of
1933, as amended (the "Securities Act") and the offering thereof from time to
time in accordance with Rule 415 of the rules and regulations of the Commission
under the Securities Act (the "Securities Act Regulations"). The registration
statement as amended as of the date hereof is hereinafter referred to as the
"Registration Statement"; the prospectus included in the Registration Statement,
as supplemented to reflect the terms of the Securities and the terms of the
offering thereof, as first filed with the Commission pursuant to and in
accordance with Rule 424(b) under the Securities Act, including all material
incorporated by reference therein, is hereinafter referred to as the
"Prospectus." The Prospectus and the Registration Statement incorporate certain
reports of the Company filed pursuant to Section 13 or 14 or 15 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Any reference
herein to the terms "amend," "amendment" or "supplement" with respect to the
Registration Statement or the Prospectus shall be deemed to include only
amendments or supplements to the Registration Statement or Prospectus, as the
case may be, and documents incorporated by reference therein after the date of
this Agreement and prior to the termination of the offering of the Securities by
the Underwriters. The Company hereby confirms that it has authorized the use
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of the Prospectus, and any amendment or supplement thereto, in connection with
the offer and sale of the Securities by the Underwriters.
1. Representations and Warranties. The Company represents and
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warrants to, and agrees with, each Underwriter as set forth below in this
Section 1. Any reference to persons acting on behalf of the Company does not
include any of the Underwriters, with respect to whom the Company makes no
representation.
(a) The Registration Statement has become effective under the
Securities Act; no stop order suspending the effectiveness of the
Registration Statement is in effect, and no proceedings for such purposes
are pending before or, to the knowledge of the Company, threatened by the
Commission.
(b) At the time the Registration Statement became effective, the
Registration Statement complied in all material respects with the
requirements of the Securities Act and the Securities Act Regulations and
the Trust Indenture Act of 1939, as amended (the "TIA") and the rules and
regulations of the Commission promulgated thereunder. The Registration
Statement, at the time it became effective, did not, and as of the date
hereof does not, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading. The Prospectus, as of the Closing
Date, will not contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representation or warranty as
to statements in or omissions from the Registration Statement or Prospectus
made in reliance upon and in conformity with information furnished to the
Company in writing by or on behalf of an Underwriter expressly for use in
the Registration Statement or Prospectus or to that part of the
Registration Statement which constitutes the Trustee's Statement of
Eligibility and Qualification under the TIA ("Form T-1").
(c) The documents incorporated by reference in the Prospectus, at the
time they were filed with the Commission, complied in all material respects
with the requirements of the Exchange Act and the rules and regulations of
the Commission promulgated thereunder, and, when read together and with the
other information in the Prospectus, did not contain an untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were or are made, not misleading.
(d) Since the respective dates as of which information is given in
the Registration Statement and Prospectus, except as may otherwise be
stated therein or contemplated thereby, there has been no material adverse
change in the condition, financial or otherwise, or in the earnings,
business or properties of the Company and its
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subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business.
(e) The Company has not taken and will not take, directly or
indirectly, any action designed to or which has constituted or which might
reasonably be expected to cause or result in stabilization or manipulation
of the price of the Securities (other than any stabilization done by the
Underwriters, as to which the Company makes no representation).
(f) The Company is not an "investment company" within the meaning of
the Investment Company Act of 1940, as amended (the "Investment Company
Act"), without taking account of any exemption arising out of the number of
holders of the Company's securities.
(g) The information, if any, provided by the Company pursuant to
Section 5(d) hereof will not, at the date thereof, contain any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
2. Purchase and Sale. Subject to the terms and conditions and in
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reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at a purchase price of 98.652% of the
principal amount thereof, the principal amount of Securities, plus accrued
interest, if any, from October 28, 1998, set forth opposite such Underwriter's
name in Schedule I hereto.
3. Delivery and Payment. Delivery of and payment for the Securities
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shall be made at 10:00 AM, New York City time, on October 28, 1998, or such
later date (not later than November 4, 1998) as the Representative shall
designate, which date and time may be postponed by agreement between the
Representative and the Company or as provided in Section 9 hereof (such date and
time of delivery and payment being herein called the "Closing Date"). Delivery
of the Securities shall be made to the Representative for the respective
accounts of the Underwriters against payment by the Underwriters through the
Representative of the purchase price thereof to or upon the order of the Company
by wire transfer of Federal funds or other immediately available funds or in
such other manner of payment as may be agreed by the Company and the
Representative.
Delivery of any Securities to be issued in definitive certificated
form shall be made on the Closing Date at such location, and in such names and
denominations, as the Representative shall designate at least one business day
in advance of the Closing Date. The Company agrees to have the Securities
available for inspection, checking and packaging by the Representative in New
York, New York, not later than 1:00 PM on the business day prior to the Closing
Date. The closing for the purchase and sale of the Securities shall occur at
the
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office of Shearman & Sterling, 599 Lexington Avenue, New York, New York
("Counsel for the Underwriters") or such other place as the parties hereto shall
agree.
4. Offering of Securities. Each Underwriter, severally and not
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jointly, represents and warrants to and agrees with the Company that it shall
deliver to each purchaser of Securities therefrom, in connection with its
original distribution of the Securities, a copy of the Prospectus, as amended
and supplemented at the date of such purchase.
5. Agreements. The Company agrees with each Underwriter that:
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(a) The Company will furnish to each Underwriter and to Counsel for
the Underwriters, without charge, during the period referred to in
paragraph (c) below, as many copies of the Prospectus and any amendments
and supplements thereto as it may reasonably request. The Company will pay
the expenses of printing or other production of all documents relating to
the offering.
(b) The Company will not amend or supplement the Prospectus (other
than by filing documents under the Exchange Act which are incorporated by
reference therein), without having previously advised and furnished to the
Representative a copy of such amendment or supplement to which the
Representative, on advice from counsel, has not reasonably objected;
provided, however, that, prior to the completion of the distribution of the
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Securities by the Underwriters (as determined by the Representative), the
Company will not file any document under the Exchange Act which is
incorporated by reference in the Prospectus unless, prior to such proposed
filing, the Company has furnished the Representative with a copy of such
document. The Company will promptly advise the Representative when any
document filed under the Exchange Act which is incorporated by reference in
the Prospectus shall have been filed with the Commission.
(c) If at any time prior to the earlier of (i) completion of the sale
of the Securities by the Underwriters (as determined by the Representative)
or (ii) six months from the date hereof, any event occurs as a result of
which the Prospectus, as then amended or supplemented, would include any
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or if it should be necessary to
amend or supplement the Prospectus (including any document incorporated by
reference therein which was filed under the Exchange Act) to comply with
the Exchange Act or the rules thereunder or other applicable law, the
Company will promptly notify the Representative of the same and, subject to
the requirements of paragraph (b) of this Section 5, will prepare and
provide to the Representative pursuant to paragraph (a) of this Section 5
an amendment or supplement which will correct such statement or omission or
effect such compliance and, if such an amendment or supplement is required
to be filed under the Exchange Act and is to be incorporated by reference
in the Prospectus, will file such amendment or supplement with the
Commission. The
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Representative will promptly advise the Company, in writing, of the
completion of the initial distribution of the Securities.
(d) The Company will, during the period when the Prospectus is
required to be delivered under the Securities Act and during which the
Company is subject to the reporting requirements of Section 13 or Section
15(d) of the Exchange Act, timely file all Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any other
reports, statements, documents, registrations, filings or submissions
required to be filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.
(e) The Company will make generally available to its security holders
as soon as practicable, but not later than 90 days after the close of the
period covered thereby, an earnings statement (in form complying with the
provisions of Rule 158 under the Securities Act) covering a twelve-month
period beginning not later than the first day of the Company's fiscal
quarter next following the "effective date" (as defined in such Rule 158)
of the Registration Statement.
(f) The Company will cooperate with the Representative and use its
reasonable best efforts to permit the Securities to be eligible for
clearance and settlement through The Depository Trust Company.
6. Conditions to the Obligations of the Underwriters. The
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obligations of the Underwriters to purchase the Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company
contained herein at the date and time that this Agreement is executed and
delivered by the parties hereto (the "Execution Time"), and the Closing Date and
to the accuracy of the statements of the Company made in any certificates
pursuant to the provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional conditions:
(a) The Company shall have furnished to the Underwriters the opinion
of a General Counsel, or an Assistant General Counsel, of the Company,
dated the Closing Date, to the effect that:
(i) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the Commonwealth of
Virginia, with corporate power and authority to own, lease and operate
its properties and conduct its business as described in the
Prospectus; and the Company is duly qualified to do business as a
foreign corporation in good standing in all other jurisdictions in
which it owns or leases substantial properties or in which the conduct
of its business requires such qualification except where the failure
to so qualify or be in good standing would not have a material adverse
effect on the Company and its subsidiaries, considered as one
enterprise;
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(ii) Each significant subsidiary as defined in Rule 405 of
Regulation C of the Securities Act (each a "Significant Subsidiary")
of the Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has corporate power and authority to own, lease and
operate its properties and conduct its business as described in the
Prospectus; and, to the best of such counsel's knowledge, is duly
qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is required,
except where the failure to so qualify or be in good standing would
not have a material adverse effect on the Company and its
subsidiaries, considered as one enterprise; all of the issued and
outstanding capital stock of each Significant Subsidiary has been duly
authorized and validly issued, is fully paid and nonassessable, and,
except for directors' qualifying shares, if any, is owned by the
Company free and clear of any mortgage, pledge, lien, encumbrance,
claim or equity;
(iii) No consent, approval, authorization or order of, or filing
with, any governmental agency or body or any court is required for the
consummation of the transactions contemplated herein, except such as
may be required under state securities laws;
(iv) The execution, delivery and performance of this Agreement
and the issuance and sale of the Securities and compliance with the
terms and provisions thereof will not result in a material breach or
violation of any of the terms and provisions of, or constitute a
default under, any statute, rule, regulation or order of any
governmental agency or body or any court having jurisdiction over the
Company or any Significant Subsidiary or any of their properties or,
to the best of such counsel's knowledge, any agreement or instrument
to which the Company or any of its Significant Subsidiaries is a party
or by which the Company or any Significant Subsidiary is bound or to
which any of the properties of the Company or any Significant
Subsidiary is subject, or the charter or by-laws of the Company or any
Significant Subsidiary, and the Company has full power and authority
to authorize, issue and sell the Securities as contemplated by this
Agreement; and
(v) Each document filed pursuant to the Exchange Act and
incorporated by reference in the Prospectus complied when filed as to
form in all material respects with the Exchange Act and the rules and
regulations promulgated thereunder.
In addition, such counsel shall state that he or she has participated
in conferences with officers and other representatives of the Company,
representatives of Ernst & Young LLP, independent auditors for the Company,
and the Representative, at which the contents of the Prospectus and any
amendment thereof or supplement thereto and related matters were discussed
and although such counsel has not undertaken to investigate or verify
independently, and does not assume any responsibility for the accuracy,
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completeness or fairness of the statements contained in the Prospectus or
any amendment thereof or supplement thereto, no facts have come to the
attention of such counsel which would lead such counsel to believe that the
Prospectus (other than the historical, pro forma, projected or other
financial statements, information and data and statistical information and
data included or incorporated by reference therein, in each case as to
which no opinion need be given) at the Closing Date includes any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. Except as otherwise set forth
herein, all references in this Section 6(a) to the Prospectus shall be
deemed to include any amendment or supplement thereto at the Closing Date.
(b) The Company shall have furnished to the Underwriters the opinion
of McGuire, Woods, Battle & Boothe LLP, counsel for the Company, dated the
Closing Date, to the effect that:
(i) The Indenture has been duly authorized, executed and
delivered by the Company; the Securities have been duly authorized,
executed, issued and delivered by the Company; the Securities, when
authenticated in the manner provided in the Indenture, constitute
valid and legally binding obligations of the Company enforceable
against the Company in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles (in
rendering such opinion, such counsel may assume that the Indenture has
been duly authorized, executed and delivered, and the Securities have
been duly authenticated, by the Trustee); and the Securities conform
to the description thereof contained in the Prospectus;
(ii) This Agreement has been duly authorized, executed and
delivered by the Company;
(iii) The Indenture is qualified under the TIA;
(iv) The Registration Statement is effective under the
Securities Act and, to the best of such counsel's knowledge, no stop
order suspending the effectiveness of the Registration Statement has
been issued under the Securities Act nor proceedings therefor
initiated or threatened by the Commission;
(v) At the time the Registration Statement became effective,
the Registration Statement (other than the historical, pro forma,
projected or other financial statements, information and data and
statistical information and data included or incorporated by reference
therein or omitted therefrom and Form T-1, in each case as to which no
opinion need be rendered) complied as to form in all material respects
with the requirements of the Securities Act and the Securities Act
Regulations;
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(vi) The Company is not an "investment company" within the
meaning of the Investment Company Act without taking account of any
exemption arising out of the number of holders of the Company's
securities;
(vii) The statements in the Prospectus under the captions
"Description of Debt Securities" and "Description of Notes", insofar
as they purport to summarize certain provisions of the Securities, are
accurate summaries of such provisions; and
(viii) The information contained in the Prospectus under the
caption "United States Taxation", to the extent that it constitutes
matters of law or legal conclusions, has been reviewed by such counsel
and is correct in all material respects.
In addition, subject to such counsel's customary qualifications about
the scope of its obligations in connection with its participation in the
preparation of documents, such counsel shall state that they have
participated in conferences with officers and other representatives of the
Company, representatives of Ernst & Young LLP, independent auditors for the
Company, the Representative, and Counsel for the Underwriters at which the
contents of the Prospectus and any amendment thereof or supplement thereto
and related matters were discussed and although such counsel have not
undertaken to investigate or verify independently, and do not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Prospectus or any amendment thereof or supplement thereto,
and did not participate in the preparation of the documents incorporated by
reference in the Prospectus, no facts have come to the attention of such
counsel which would lead such counsel to believe that the Prospectus at the
Closing Date (other than the historical, proforma, projected or other
financial statements, information and data and statistical information and
data included or incorporated by reference therein, in each case as to
which no opinion need be given) includes any untrue statement of a material
fact or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
In rendering such opinion, McGuire, Woods, Battle & Boothe LLP may
rely (A) as to matters governed by New York law upon the opinion of Counsel
for the Underwriters, referred to below and (B) as to matters of fact, to
the extent they deem proper, on certificates of responsible officers of the
Company and public officials. Except as otherwise set forth herein, all
references in this Section 6(b) to the Prospectus shall be deemed to
include any amendment or supplement thereto at the Closing Date.
(c) The Representative shall have received from Counsel for the
Underwriters such opinion or opinions, dated the Closing Date, with respect
to the issuance and sale of the Securities, the Prospectus (as amended or
supplemented at the Closing Date) and other related matters as they may
require, and the Company shall have furnished to such
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counsel such documents as they may reasonably request for the purpose of
enabling them to pass upon such matters. In rendering such opinion,
Counsel for the Underwriters may rely as to the incorporation of the
Company on the opinion of the General Counsel or Assistant General Counsel
of the Company and as to all other matters governed by Virginia law upon
the opinion of McGuire, Woods, Battle & Boothe LLP, referred to above.
(d) The Company shall have furnished to the Representative a
certificate of the Company, signed by the Chairman of the Board or the
President or an Executive Vice President or the Managing Director-Corporate
Finance and another person who is the principal financial or accounting
officer of the Company, or, in their absence, other proper officers of the
Company satisfactory to the Representative, dated the Closing Date, to the
effect that the signers of such certificate have examined the Prospectus,
any amendment or supplement to the Prospectus and this Agreement and that,
to the best of their knowledge after reasonable investigation:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
the Closing Date with the same effect as if made on and as of such
date, and the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied
hereunder at or prior to the Closing Date; and
(ii) since the date of the most recent financial statements
incorporated by reference in the Prospectus, there has been no
material adverse change in the condition (financial or other),
earnings, business or properties of the Company and its subsidiaries,
whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated by the Prospectus
(exclusive of any amendment or supplement thereto) or as described in
such certificate.
(e) On the Closing Date, Ernst & Young LLP shall have furnished to
the Representative a letter, dated as of the Closing Date, in form and
substance satisfactory to the Representative, confirming that they are
independent accountants within the meaning of the Securities Act and the
Securities Act Regulations and containing statements and information of the
type ordinarily included in accountants' "comfort letters" to underwriters
with respect to the financial statements and certain financial information
contained in the Prospectus.
(f) Subsequent to the Execution Time or, if earlier, the dates as of
which information is given in the Prospectus, there shall not have been (i)
any change or decrease specified in the letter referred to in paragraph (e)
of this Section 6 or (ii) any change, or any development involving a
prospective change, in or affecting the business or properties of the
Company and its subsidiaries the effect of which, in any case referred to
in clause (i) or (ii) above, is, in the reasonable judgment of the
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Representative, so material and adverse as to make it impractical or
inadvisable to market the Securities as contemplated by the Prospectus
(exclusive of any amendment or supplement thereof or thereto).
(g) Subsequent to the Execution Time, there shall not have been any
decrease in the rating of any of the Company's debt securities by any
"nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Securities Act) or any notice given of
any intended or potential decrease in any such rating or of a possible
change in any such rating that does not indicate the direction of the
possible change.
Prior to the Closing Date, the Company shall furnish to the
Representative such conformed copies of such opinions, certificates, letters and
documents as the Representative may reasonably request.
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representative and Counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder with respect to the
Securities may be canceled at, or at any time prior to, the Closing Date by the
Representative. Notice of such cancellation shall be given to the Company in
writing or by telephone or telefax confirmed in writing.
The documents required to be delivered by this Section 6 will be
delivered at the office of Counsel for the Underwriters, at 599 Lexington
Avenue, New York, New York, on the Closing Date.
7. Reimbursement of Expenses. If the sale of the Securities
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provided for herein is not consummated because of cancellation by the
Representative pursuant to Section 6 hereof, because of any termination pursuant
to Section 10 hereof or because of any refusal, inability or failure on the part
of the Company to perform any material agreement herein or comply with any
material provision hereof other than by reason of a default by any of the
Underwriters in payment for the Securities on the Closing Date, the Company will
reimburse the Underwriters severally upon demand for all reasonable out-of-
pocket expenses (including reasonable fees and disbursements of Counsel for the
Underwriters) that shall have been incurred by them in connection with the
proposed purchase and sale of the Securities.
8. Indemnification and Contribution. (a) The Company agrees to
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indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the
Securities Act, the Exchange Act or other federal or state statutory law or
regulation, at
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common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Prospectus, or in any amendment thereof or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
and agrees to reimburse each such indemnified party for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the Company will not be liable in any such
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case to the extent that any such loss, claim, damage or liability arises out of
or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made in the Prospectus, or in any amendment thereof
or supplement thereto, in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriters through
the Representative specifically for inclusion therein.
(b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, its directors, its officers, and each person who controls the
Company within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act, to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only with respect to claims and actions based
upon written information relating to such Underwriter furnished to the Company
by or on behalf of such Underwriter through the Representative specifically for
inclusion in the Prospectus (or in any amendment or supplement thereto). This
indemnity agreement will be in addition to any liability which any Underwriter
may otherwise have. The Company acknowledges that the statements set forth in
the first sentence of the last paragraph of the cover page, the last paragraph
of text on page S-2, and the third paragraph, the second sentence of the fourth
paragraph and the last paragraph of text under the heading "Underwriting" in the
Prospectus Supplement constitute the only information furnished in writing by or
on behalf of the Underwriters for inclusion in the Prospectus (or in any
amendment or supplement thereto).
(c) Promptly after receipt by an indemnified party under this Section
8 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
-------- -------
reasonably satisfactory to the indemnified party.
11
<PAGE>
Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), however, the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel only if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded upon advice of counsel that
there may be legal defenses available to it and/or other indemnified parties
which are different from or additional to those available to the indemnifying
party, (iii) the indemnifying party shall not have employed counsel reasonably
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding. An indemnifying party shall not be liable under this
Section 8 to any indemnified party regarding any settlement or compromise or
consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless such settlement,
compromise, or consent is consented to by such indemnifying party, which consent
shall not be unreasonably withheld.
(d) If the indemnity provided in paragraph (a) or (b) of this Section
8 is unavailable to or insufficient to hold harmless an indemnified party for
any reason, the Company and the Underwriters agree to contribute to the
aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending same)
(collectively "Losses") to which the Company and one or more of the Underwriters
may be subject in such proportion as is appropriate to reflect the relative
benefits received by the Company and by the Underwriters from the offering of
the Securities; provided, however, that in no case shall any Underwriter (except
-------- -------
as may be provided in any agreement among the Underwriters relating to the
offering of the Securities) be responsible for any amount in excess of the
purchase discount or commission applicable to the Securities purchased by such
Underwriter hereunder, in each case as set forth on the cover page of the
Prospectus. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Company and the Underwriters shall contribute in
such proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company and of the Underwriters in connection
with the statements or omissions which resulted in such Losses as well as any
other relevant equitable considerations. Benefits received by the Company shall
be deemed to be equal to the total net proceeds from the offering (before
deducting expenses), and benefits received by the Underwriters shall be deemed
to be equal to the total purchase discounts and
12
<PAGE>
commissions received by the Underwriters from the Company in connection with the
purchase of the Securities hereunder, in each case as set forth on the cover
page of the Prospectus. Relative fault shall be determined by reference to
whether any alleged untrue statement or omission relates to information provided
by the Company or the Underwriters, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Underwriters agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute as provided in
this Section 8(d) are several in proportion to their respective purchase
obligations and not joint. For purposes of this Section 8, each person who
controls an Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act and each director, officer,
employee and agent of an Underwriter shall have the same rights to contribution
as such Underwriter, and each person who controls the Company within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act and
each officer and director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).
9. Default by an Underwriter. If any one or more Underwriters shall
-------------------------
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter hereunder and such failure to purchase shall constitute a
default in the performance of its or their obligations under this Agreement, the
remaining Underwriters shall be obligated severally to take up and pay for (in
the respective proportions which the principal amount of Securities set forth
opposite their names in Schedule I hereto bears to the aggregate principal
amount of Securities set forth opposite the names of all the remaining
Underwriters) the Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase; provided, however, that if the aggregate
-------- -------
principal amount of Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase shall exceed 10% of the aggregate principal amount
of Securities set forth in Schedule I hereto, the remaining Underwriters shall
have the right to purchase all, but shall not be under any obligation to
purchase any, of the Securities, and if such non-defaulting Underwriters do not
purchase all the Securities within 36 hours of such default, this Agreement will
terminate without liability to any non-defaulting Underwriter or the Company
except as otherwise provided in Section 11. In the event of a default by any
Underwriter as set forth in this Section 9, the Closing Date shall be postponed
for such period, not exceeding seven days, as the Representative shall determine
in order that the required changes in the Prospectus or in any other documents
or arrangements may be effected. Nothing contained in this Agreement shall
relieve any defaulting Underwriter of its liability, if any, to the Company or
to any non-defaulting Underwriter for damages occasioned by its default
hereunder.
10. Termination. This Agreement shall be subject to termination in
-----------
the absolute discretion of the Representative, by notice given to the Company
prior to delivery of
13
<PAGE>
and payment for the applicable Securities, if prior to such time (i) there shall
have occurred any change, or any development involving a prospective change, in
or affecting particularly the business or properties of the Company or its
subsidiaries which, in the judgment of the Representative, materially impairs
the investment quality of the Securities, (ii) any downgrading in the rating of
any debt securities of the Company by any "nationally recognized statistical
rating organization" (as defined for purposes of Rule 436(g) under the
Securities Act), or any public announcement that any such organization has under
surveillance or review its rating of any debt securities of the Company (other
than an announcement with positive implications of a possible upgrading, and no
implication of a possible downgrading, of such rating), (iii) trading in any of
the Company's securities shall have been suspended by the Commission or the New
York Stock Exchange or trading in securities generally on the New York Stock
Exchange shall have been suspended or materially limited or minimum prices shall
have been established on such exchange, (iv) a banking moratorium shall have
been declared either by federal or New York State authorities or (v) there shall
have occurred any outbreak or escalation of hostilities, declaration by the
United States of a national emergency or war or other calamity or crisis the
effect of which on financial markets is such as to make it, in the reasonable
judgment of the Representative, impracticable or inadvisable to proceed with the
offering or delivery of the Securities as contemplated by the Prospectus
(exclusive of any amendment or supplement thereof or thereto).
11. Representations and Indemnities to Survive. The respective
------------------------------------------
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of the Underwriters or the Company or any of
the officers, directors or controlling persons referred to in Section 8 hereof,
and will survive delivery of and payment for the Securities. The provisions of
Sections 7 and 8 hereof shall survive the termination or cancellation of this
Agreement.
12. Fees, Expenses. The Company covenants and agrees with the
--------------
Representative that the Company will pay or cause to be paid the following: (i)
the fees, disbursements and expenses of the Company's counsel and accountants in
connection with the issue of the Securities and all other expenses in connection
with the preparation and printing of the Prospectus and any amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Underwriters; (ii) the cost of printing or other production of all documents
relating to the offering, purchase, sale and delivery of the Securities as
provided in Section 4(a); (iii) any fees charged by securities rating services
for rating the Securities; (iv) the cost of preparing the Securities; (v) the
fees and expenses of the Trustee and any agent of the Trustee and the fees and
disbursements of counsel for the Trustee in connection with the Indenture and
the Securities; (vi) any fees charged by DTC; and (vii) all other costs and
expenses incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section 12. It is understood,
however, that except as provided in Sections 7 and 12 hereof, the Underwriters
will pay all of their own costs and expenses, including the fees, disbursements
and expenses of their counsel and any marketing expenses connected with any
offers they may make.
14
<PAGE>
13. Notices. All communications hereunder will be in writing and
-------
effective only on receipt, and, if sent to the Representative, will be mailed,
delivered or telefaxed and confirmed to them, care of Salomon Smith Barney Inc.,
at Seven World Trade Center, New York, New York, 10048, facsimile (212) 783-
2274; or, if sent to the Company, will be mailed, delivered or telefaxed and
confirmed to it at One James Center, 901 East Cary Street, Richmond, Virginia
23219, attention: David D. Owen, Managing Director-Corporate Finance, telefax
number (804) 783-1346.
14. Successors. This Agreement will inure to the benefit of and be
----------
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and,
except as expressly set forth in Section 5(h) hereof, no other person will have
any right or obligation hereunder.
15. Applicable Law. This Agreement will be governed by and construed
--------------
in accordance with the laws of the State of New York.
16. Business Day. For purposes of this Agreement, "business day"
------------
means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in The City of New York, New York are authorized or
obligated by law, executive order or regulation to close.
17. Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which will be deemed to be an original, but all such
counterparts will together constitute one and the same instrument.
18. Headings. The section headings are for convenience only and
--------
shall not affect the construction hereof.
15
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this Agreement and your acceptance shall represent a binding agreement between
the Company and the Underwriters.
Very truly yours,
CSX CORPORATION
By /s/ Gregory R. Weber
-----------------------------------
Name: Gregory R. Weber
Title: Vice President and Treasurer
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
SALOMON SMITH BARNEY INC.
By: /s/ Fred Larsen
--------------------------------
Name: Fred Larsen
Title: Director, Investment Banking
For themselves and the other
Underwriters named in
Schedule I to the foregoing Agreement
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Principal Amount of
Securities
Underwriters to be Purchased
------------ ---------------
<S> <C>
Salomon Smith Barney Inc........... $280,000,000
Morgan Stanley & Co. Incorporated.. 120,000,000
------------
Total............... $400,000,000
============
</TABLE>
<PAGE>
Exhibit 4.1
-----------
CSX CORPORATION
Action of Authorized Pricing Officers
-------------------------------------
October 23, 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
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 set forth herein. The title of the
Securities shall be the 6.25% Notes Due 2008 (the "Notes"). Terms used herein
and not defined shall have the meaning assigned to them in the Indenture or the
Prospectus.
2. The form and terms of the Notes substantially in the form of Exhibit B
attached hereto 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.
3. 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.
4. The form, terms and provisions of the Indenture are hereby ratified
and approved.
5. The form, terms and provisions of the Underwriting Agreement dated
October 23, 1998 (the "Underwriting Agreement") between the Corporation and the
Underwriters named on
<PAGE>
Schedule I thereto, providing for the issuance and sale 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 Underwriting
Agreement with such changes therein as the officer of the Corporation executing
the Underwriting Agreement shall approve, the execution thereof by such officer
to be conclusive evidence of such approval.
6. The form and terms of the Prospectus are hereby approved.
7. 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.
8. 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.
9. The Notes may be authenticated by the Trustee and issued in accordance
with the Indenture.
2
<PAGE>
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
---------------------------------------
Name: Paul R. Goodwin
Title: Executive Vice President-Finance and
Chief Financial Officer
By:/s/ Gregory R. Weber
-----------------------------------------
Name: Gregory R. Weber
Title: Vice President and Treasurer
ACTION OF AUTHORIZED PRICING OFFICERS
<PAGE>
Exhibit 4.2
-----------
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.
===============
CSX CORPORATION
===============
$200,000,000
6.25% NOTES DUE 2008
No. 1-A CUSIP
This security (the "Security") is one of a duly authorized issue of
securities (herein called the "Securities") of CSX Corporation, a Virginia
corporation (hereinafter called the "Company," which term includes any successor
corporation under the Indenture hereinafter referred to), issued and to be
issued in one or more series under an indenture, unlimited as to aggregate
principal amount, dated as of August 1, 1990 between the Company and The Chase
Manhattan Bank, Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture (as hereinafter defined)), as supplemented
by a First Supplemental Indenture dated as of June 15, 1991, a Second
Supplemental Indenture dated as of May 6, 1997 and a Third Supplemental
Indenture dated as of April 22, 1998, to which indenture and all indentures
supplemental thereto (the indenture, as supplemented being herein called the
"Indenture") reference is hereby made for a statement of the respective rights
thereunder of the Company, 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 aggregate initial principal amount of
$400,000,000 (FOUR HUNDRED MILLION DOLLARS).
<PAGE>
2
This Security represents an aggregate initial principal amount of $200,000,000
(TWO HUNDRED 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 $200,000,000 (TWO HUNDRED MILLION
DOLLARS) on October 15, 2008 and to pay interest (computed on the basis of a
360-day year of twelve 30-day months) thereon from October 28, 1998 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 April 15 and October 15 in each year, commencing
April 15, 1999, and at Maturity at the rate of 6.25% per annum, until the
principal hereof is paid or duly made available for payment. The Company shall
pay interest on overdue principal and premium, if any, and (to the extent
lawful) interest on overdue installments of interest at the rate per annum borne
by the Security. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the April 15 or October 15 (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 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 on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in such 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 this
paragraph. If (x) the Depository with respect to the Securities of this series
(the "Depository") notifies the Company that it is unwilling, unable or
ineligible to continue as Depository for this Security or if at any time the
Depository ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, (y) the Company in its sole discretion
determines that this Security shall be exchangeable for definitive Registered
Securities and executes and delivers to the Trustee a Company Order providing
that this Security shall be so exchangeable or (z) there shall have happened and
be continuing an Event of Default or any event which, after notice or lapse of
time, or both, would become an Event of Default with respect to the Securities
of the series of which this Security is a part, this Security or any portion
hereof shall, in the case of clause (x) above, be exchanged for definitive
Registered Securities of this series, and in the case of clauses (y) and (z)
above, be exchangeable for definitive
<PAGE>
3
Registered Securities of this series, provided that the definitive Security so
issued in exchange for this Security shall be in authorized denominations and be
of like tenor and of an equal aggregate principal amount as the portion of the
Security to be exchanged, and provided further that, in the case of clauses (y)
and (z) above, definitive Registered Securities of this series will be issued in
exchange for this Security, or any portion hereof, only if such definitive
Registered Securities were requested by written notice to the Security Registrar
by or on behalf of a Person who is a beneficial owner of an interest herein
given through the Holder hereof. Any definitive Registered Security of this
series issued in exchange for this Security, or any portion hereof, shall be
registered in the name or names of such Person or Persons as the Holder hereof
shall instruct the Security Registrar. Except as provided above, owners of
beneficial interests in this Security will not be entitled to receive physical
delivery of Securities in definitive form and will not be considered the Holders
thereof for any purpose under the Indenture.
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 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
Defaulted Interest, 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.
<PAGE>
4
Payment of the principal of and any such interest on this Security will be
made at the offices of The Chase Manhattan Bank, 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 by check mailed to the registered Holders thereof; provided,
--------
however, that at the option of the Holder, payment of interest may be made by
- -------
wire transfer of immediately funds to an account of the Person entitled hereto
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.
Upon payment (i) of the amount of principal so declared due and payable and (ii)
of interest on any overdue principal and overdue interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of
the Company's obligations in respect of the payment of the principal of and any
interest on the Securities of this series (including this Security and the
interests represented hereby) shall terminate.
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 Fourteen of the Indenture apply to Securities of
this series.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding on behalf of the Holders of all Securities of such series
to waive compliance by the Company 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
<PAGE>
5
than 25% in aggregate 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 (and premium, if any)
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 premium, if any) 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 two 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 payable in
connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company 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, 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 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.
<PAGE>
6
Unless the certificate of authentication hereon has been executed by or on
behalf of The Chase Manhattan Bank, the Trustee under the Indenture, or its
successor thereunder, 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.
<PAGE>
7
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: CSX CORPORATION
[Seal] By:__________________________________________
Name:
Title:
Attest:
_________________________________________
Assistant Corporate Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of a series issued under the Indenture
described herein.
THE CHASE MANHATTAN BANK, as Trustee
By:__________________________________________
Authorized Officer
<PAGE>
8
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 Note and all rights thereunder, hereby irrevocably constituting and
appointing
____________________________________________attorney to transfer said Note 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.
<PAGE>
EXHIBIT A
------- -
Schedule of Exchanges
---------------------
<PAGE>
Exhibit 5.1
-----------
[McGuire, Woods, Battle & Boothe LLP Letterhead]
October 28, 1998
CSX Corporation
One James Center
901 East Cary Street
Richmond, VA 23219
Ladies and Gentlemen:
We have advised CSX Corporation, a Virginia corporation (the "Company"), in
connection with (i) the Registration Statement on Form S-3 (File No. 333-53191)
(the "Registration Statement") filed by the Company with the Securities and
Exchange Commission for the purpose of registering under the Securities Act of
1933, as amended, the Company's Debt Securities, Debt Warrants, Preferred Stock,
Preferred Stock Warrants and Depositary Shares, from the sale of which the
Company may receive proceeds of up to $750,000,000, to be offered from time to
time by the Company on terms to be determined at the time of the offering and
(ii) the issuance by the Company of up to $400,000,000 aggregate principal
amount of the Company's 6.25% Notes due 2008 (the "Notes") as described in the
Company's Prospectus, dated August 11, 1998, which is a part of the Registration
Statement, and Prospectus Supplement, dated October 23, 1998 (the "Prospectus
Supplement"), and pursuant to an indenture dated as of August 1, 1990 between
the Company and The Chase Manhattan Bank, as trustee (the "Trustee"), as
supplemented by a First Supplemental Indenture dated as of June 15, 1991, a
Second Supplemental Indenture dated as of May 6, 1997 and a Third Supplemental
Indenture dated as of April 22, 1998 (the indenture, as so supplemented, is
herein called the "Indenture") and the Action of Authorized Pricing Officers
adopted as of October 23, 1998 (the "Action of Authorized Pricing Officers"),
and the public offering of the Notes pursuant to an Underwriting Agreement,
dated October 23, 1998 (the "Underwriting Agreement"), among the Company and the
Underwriters named on Schedule I thereto. Capitalized terms used and not defined
herein shall have the meanings assigned to them in the Registration Statement.
We have examined such corporate records, certificates and other documents,
and reviewed such questions of law, as we have considered necessary or
appropriate for the purpose of this opinion.
On the basis of such examination and review, we advise you that, in our
opinion, when the Notes have been duly issued and sold in the manner
contemplated by the Registration Statement and the Prospectus Supplement, and
assuming due authentication thereof by the Trustee or the Authenticating Agent
in accordance with the provisions of the Indenture, as amended and supplemented,
the Notes will constitute valid and legally binding obligations of the Company,
enforceable against the
<PAGE>
Company in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Current Report on Form 8-K and the incorporation of this opinion by
reference in the Registration Statement and to references to us under the
heading "Validity of Securities" in the Registration Statement and the heading
"Legal Matters" in the Prospectus Supplement relating to the Notes. We do not
admit by giving this consent that we are in the category of persons whose
consent is required under Section 7 of the Act.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe LLP
