CSXTRANSPORTATION, INC. $350,538,000 8.375%SECURED EQUIPMENT NOTES DUE 2014

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.

 

 

 

 

$350,538,000

8.375% SECURED EQUIPMENT NOTES DUE 2014

 

No. 1-A

CUSIP No. 126410 LN7 ISIN No. US126410LN72

This security (the “Security”) is one of a duly authorized issue of securities (herein called the “Securities”) of CSX Transportation, Inc., 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 December 13, 2007 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture (as hereinafter defined)), as supplemented by a Second Supplemental Indenture dated as of October 24, 2008, among the Company, CSX Corporation, a Virginia corporation (the “Guarantor”) and the Trustee (the “Second Supplemental Indenture”) (the Base Indenture, as supplemented by the Second Supplemental Indenture being herein called the “Indenture”) to which indenture reference is hereby made for a statement of the respective rights thereunder of the Company, the Guarantor, 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 principal amount of $350,538,000 (THREE HUNDRED FIFTY MILLION FIVE HUNDRED THIRTY-EIGHT THOUSAND DOLLARS) (as adjusted from time to time in accordance with the terms and provisions hereof and as set forth on Schedule A hereto, the “Principal Amount”) of the Securities of such series, with the dates for the payment of principal and interest (each such date, a “Payment Date”), date of original issuance, and Maturity Date 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 $350,538,000 (THREE HUNDRED FIFTY MILLION FIVE HUNDRED THIRTY-EIGHT THOUSAND DOLLARS), payable in installments of principal commencing on April 15, 2009, and ending on October 15, 2014, as set forth for each date in Schedule A hereto (as such Schedule A may be replaced from time to time pursuant to Section 4.1 of the Second Supplemental Indenture), and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) thereon from October 24, 2008 or from the most recent Payment Date to which interest has been paid or duly provided for, or, if the date of this Security is a 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 of each year, commencing April 15, 2009, and at the date of final Maturity at the rate of 8.375% 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, together with the installment of principal, if any, to the extent not in full payment of this Note, and any premium, on any 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 1 or October 1 (whether or not a Business Day), as the case may be, next preceding such 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 or automated quotation system on which the Securities of this series may be listed or quoted, and upon such notice as may be required by such exchange or system, all as more fully provided in the Indenture.  Notwithstanding the foregoing, interest payable on this Security at the date of final Maturity will be payable to the person to whom principal is payable.

 

The Indenture Estate is held by the Trustee as security for the Securities of this series.  Reference is hereby made to the Indenture for a statement of the rights of the Holder of, and the nature and extent of the security for, this Security, as well as for a statement of the terms and conditions of the trusts created by the Indenture, to all of which terms and conditions in the Indenture each Holder hereof agrees by its acceptance of this Security.

 

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, and a successor Depository is not appointed by the Company within 90 days, (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 with the registration information necessary to prepare such definitive Registered Securities 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 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 or at the office of any transfer agent designated by the Company for that purpose.  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 a 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.

 

Payment of the principal of and any such interest on this Security will be made at the offices of The Bank of New York Mellon (formerly known as The Bank of New York) 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 available 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.

 

The Securities shall be redeemable in accordance with Article Four of the Second Supplemental Indenture.

 

 

 

 

Notice of redemption shall be given as provided in Section 1104 of the Base Indenture and Section 4.3 of the Second Supplemental Indenture; provided, that such notice shall not be required to include the Redemption Price but shall instead include the manner of calculation of the Redemption Price.

 

Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the Securities or portions thereof called for redemption.

 

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 the entire indebtedness of the Company on this Security, upon compliance with certain conditions set forth therein, which provisions shall apply to this Security.

 

Securities of this series are entitled to the benefits of the Guarantee provided in Article Nine of the Second Supplemental Indenture.

 

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 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 $2,000.00 and integral multiples of $1,000.00.  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.

 

Unless the certificate of authentication hereon has been executed by or on behalf of 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.

 

 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

 

 

Dated:  _____, 20__

 

 

 

 

Attest:

 

________________________________

 

 

 

 

STATE OF
	) ss.:
COUNTY/CITY OF

 

 

Before me, a Notary Public in and for said State and County/City, personally appeared __________, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the company on behalf of which he acted executed the instrument.

 

WITNESS my hand and official seal this _____ day of __________, 200___, in the State and County/City aforesaid.

 

 

 

___________________________________________________

Notary Public in and for the State and County/City aforesaid

 

 

My commission expires:  ______________________________

 

Printed Name of Notary Public:

 

 

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 

This is one of the Securities of a series issued under the Indenture described herein.

 

 

 

 

FORM OF TRANSFER NOTICE

 

 

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

 

 

Please print or typewrite name and address including zip code of assignee

 

 

the within Security and all rights thereunder, hereby irrevocably constituting and appointing

 

 

____________________________________________ attorney to transfer said Security 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.

 

 

Payment Date		Scheduled Principal Repayment				Pool Factor
April 15, 2009		$	13,658,000.00				0.96103703
October 15, 2009			0.00				0.96103703
April 15, 2010			13,918,000.00				0.92133235
October 15, 2010			0.00				0.92133235
April 15, 2011			14,347,000.00				0.88040384
October 15, 2011			0.00				0.88040384
April 15, 2012			14,346,000.00				0.83947817
October 15, 2012			0.00				0.83947817
April 15, 2013			14,840,000.00				0.79714325
October 15, 2013			0.00				0.79714325
April 15, 2014			16,531,000.00				0.74998431
October 15, 2014			262,898,000.00				0.00000000

 

 

 

 

Schedule of Exchanges

 

 

 

 

 

 

 

 

 

 

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