Sixth Supplemental Indenture



 





EXHIBIT 4.1










CSX CORPORATION




AND




JPMORGAN CHASE BANK










SIXTH SUPPLEMENTAL

INDENTURE




Dated as of September 23, 2004










Zero Coupon Convertible Debentures due 2021










 









 








     SIXTH SUPPLEMENTAL INDENTURE, dated as of September 23, 2004, between CSX
Corporation, a Virginia corporation (the “Company”), and JPMorgan Chase Bank,
formerly The Chase Manhattan Bank, a New York banking corporation, as trustee
(the “Trustee”).



RECITALS OF THE COMPANY




     WHEREAS, the Company has heretofore executed and delivered to the Trustee
a certain indenture, dated as of August 1, 1990 and supplemented by the First
Supplemental Indenture dated as of June 15, 1991, the Second Supplemental
Indenture dated as of May 6, 1997, the Third Supplemental Indenture dated as of
April 22, 1998, the Fourth Supplemental Indenture dated as of October 30, 2001
(the “Fourth Supplemental Indenture”), and the Fifth Supplemental Indenture
dated as of October 27, 2003 (the “Fifth Supplemental Indenture”) (the
indenture, as so supplemented and as further supplemented herein, is herein
called the “Indenture” and references herein to the Fourth Supplemental
Indenture shall mean the Fourth Supplemental Indenture as supplemented by the
Fifth Supplemental Indenture), pursuant to which one or more series of
unsecured debentures, securities or other evidence of indebtedness of the
Company (herein called the “Securities”) may be issued from time to time;



     WHEREAS, Section 901 of the Indenture provides that the Company, when
authorized by a Board Resolution, and the Trustee may at any time and from time
to time enter into one or more indentures supplemental to the Indenture for the
purpose, among other things, of (i) surrendering any right or power in the
Indenture conferred upon the Company or (ii) making any other provisions with
respect to matters or questions arising under the Indenture, provided that such
action shall not adversely affect the interests of the Holders of Securities of
any series or any related coupons in any material respect;



     WHEREAS, the Company desires to surrender its right under the Fourth
Supplemental Indenture and the 2001 Convertible Securities to pay, at its
election, the Purchase Price, in whole or in part, in shares of its Common
Stock for 2001 Convertible Securities tendered to the Company at the option of
the Holders on any of the next three remaining Purchase Dates pursuant to
Section 4.7 of the Fourth Supplemental Indenture such that the Company shall be
permitted to pay the Purchase Price for such 2001 Convertible Securities on any
Purchase Date only in cash; and



     WHEREAS, all things necessary to make this Sixth Supplemental Indenture a
valid agreement of the Company and the Trustee and a valid amendment of and
supplement to the Indenture have been done.



     NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the 2001
Convertible Securities by the Holders thereof and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is mutually covenanted and agreed as follows:



 









 





ARTICLE ONE

RELATION TO INDENTURE, DEFINITIONS




     Section 1.1 Relation to Indenture. This Sixth Supplemental Indenture
constitutes an integral part of the Indenture.



     Section 1.2 Definitions. For all purposes of this Sixth Supplemental
Indenture:



          (a) Capitalized terms used herein without definition shall have the
meanings specified in the Indenture; and



          (b) The terms “herein,” “hereof,” “hereunder” and other words of similar
import refer to this Sixth Supplemental Indenture.



ARTICLE TWO

AMENDMENTS




     Section 2.1 Amendment to Section 3.1 of the Fourth Supplemental Indenture.
Section 3.1 of the Fourth Supplemental Indenture shall be amended by adding the
following defined terms thereto:



“cash” means U.S. legal tender.



The “Closing Sale Price” of the shares of Common Stock on any date means
the closing per share sale price (or, if no closing sale price is
reported, the average of the bid and ask prices or, if more than one in
either case, the average of the average bid and the average ask prices)
on such date as reported in composite transactions for the principal
United States securities exchange on which the Common Stock is traded or,
if the Common Stock is not listed on a United States national or regional
securities exchange, as reported by the Nasdaq Stock Market or other
automated quotation system on which the Common Stock is then quoted. In
the absence of such quotations, the Company shall be entitled to
determine the sales price on the basis of such quotations as it considers
appropriate.



“Exchange Act” means the Securities Exchange Act of 1934, as amended.



The “Market Price” of Common Stock as of any date means the average of
the Closing Sale Prices of the shares of Common Stock for the five
trading day period ending on the third Business Day prior to such date
(if the third Business Day prior to such date is a trading day, or if
not, then on the last trading day immediately prior to that third
Business Day), appropriately adjusted to take into account the
occurrence, during the period commencing on the first of the trading days
during the five trading day period and ending on such date, of any event
described in Sections 7.6, 7.7 or 7.8 that would result in an adjustment
of the Conversion Rate; subject, however, to the conditions set forth in
Sections 7.9 and 7.10.



“Securities Act” means the Securities Act of 1933, as amended.



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“trading day” means each day on which the securities exchange or
quotation system that is used to determine the Closing Sale Price is open
for trading or quotation.”



     Section 2.2 Amendment to Section 3.2 of the Fourth Supplemental Indenture.
The table of cross-references in Section 3.2 of the Fourth Supplemental
Indenture shall be amended by deleting the following terms and their respective
cross-references: “cash,” “Closing Sale Price,” “Company Notice,” “Company
Notice Date,” “Exchange Act,” “Market Price,” “Securities Act” and “trading
day.”



     Section 2.3 Amendment to Section 4.7(a) of the Fourth Supplemental
Indenture.



          (a) Section 4.7(a)(i)(B) of the Fourth Supplemental Indenture shall be
amended by adding the word “and” after the comma at the end thereof.



          (b) Section 4.7(a)(i)(C) of the Fourth Supplemental Indenture shall be
amended by deleting the comma after the word “Indenture” and before the word
“and” and inserting a semi-colon in lieu thereof.



          (c) Section 4.7(a)(i)(D) of the Fourth Supplemental Indenture shall be
deleted in its entirety.



          (d) The first paragraph immediately following Section 4.7(a)(ii) of the
Fourth Supplemental Indenture, which begins with the words “If a Holder,” shall
be deleted in its entirety and the following shall be inserted in lieu thereof:




     “The Purchase Price of the 2001 Convertible Securities in
respect of which a Purchase Notice pursuant to Section 4.7(a) has
been given shall be paid in cash equal to the aggregate Purchase
Price of such 2001 Convertible Securities.”



     Section 2.4 Amendment to Section 4.7(b) of the Fourth Supplemental
Indenture. Section 4.7(b) of the Fourth Supplemental Indenture shall be deleted
in its entirety and the words “[INTENTIONALLY OMITTED]” shall be inserted in
lieu thereof.



     Section 2.5 Amendment to Section 4.7(c) of the Fourth Supplemental
Indenture. Section 4.7(c) of the Fourth Supplemental Indenture shall be
deleted in its entirety and the words “[INTENTIONALLY OMITTED]” shall be
inserted in lieu thereof.



     Section 2.6 Amendment to Section 4.7(d) of the Fourth Supplemental
Indenture. Section 4.7(d) of the Fourth Supplemental Indenture shall be
deleted in its entirety and the words “[INTENTIONALLY OMITTED]” shall be
inserted in lieu thereof.



     Section 2.7 Amendment to Section 4.7(e) of the Fourth Supplemental
Indenture. Section 4.7(e) of the Fourth Supplemental Indenture shall be
deleted in its entirety and the words “[INTENTIONALLY OMITTED]” shall be
inserted in lieu thereof.



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     Section 2.8 Amendment to Section 4.7(f) of the Fourth Supplemental
Indenture. Section 4.7(f) of the Fourth Supplemental Indenture shall be
deleted in its entirety and the words “[INTENTIONALLY OMITTED]” shall be
inserted in lieu thereof.



     Section 2.9 Amendment to Section 4.7(g) of the Fourth Supplemental
Indenture. Section 4.7(g) of the Fourth Supplemental Indenture shall be
deleted in its entirety and the following shall be inserted in lieu thereof:



“The Company shall deposit cash, at the time and in the manner as
provided in Section 4.10, sufficient to pay the aggregate Purchase Price
of all 2001 Convertible Securities to be purchased pursuant to this
Section 4.7.”



     Section 2.10 Amendment to Section 4.7(h) of the Fourth Supplemental
Indenture. Section 4.7(h) of the Fourth Supplemental Indenture shall be
deleted in its entirety and the words “[INTENTIONALLY OMITTED]” shall be
inserted in lieu thereof.



     Section 2.11 Amendment to Section 4.9 of the Fourth Supplemental
Indenture.



          (a) The first paragraph of Section 4.9 of the Fourth Supplemental
Indenture shall be amended by deleting the words “and/or shares of Common
Stock” from the second sentence thereof.



          (b) Section 4.9 of the Fourth Supplemental Indenture shall be amended by
deleting the third paragraph thereof, which begins with the words “A written
notice of withdrawal.”



     Section 2.12 Amendment to Section 4.10 of the Fourth Supplemental
Indenture. Section 4.10 of the Fourth Supplemental Indenture shall be deleted
in its entirety and the following shall be inserted in lieu thereof:




     “Section 4.10 Deposit of Purchase Price or Change of Control
Purchase Price. Prior to 11:00 a.m. (New York City time) on the Business
Day following the Purchase Date or the Change of Control Purchase Date,
as the case may be, the Company shall deposit with the Trustee or with
the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of
either of them is acting as the Paying Agent, shall segregate and hold in
trust as provided in Section 1.4) an amount of cash (in immediately
available funds if deposited on such Business Day) sufficient to pay the
aggregate Purchase Price or Change of Control Purchase Price, as the case
may be, of all the 2001 Convertible Securities or portions thereof that
are to be purchased as of the Purchase Date or Change of Control Purchase
Date, as the case may be. Unless the Company defaults in paying the
Purchase Price or the Change of Control Purchase Price, as the case may
be, cash interest, if any, on the 2001 Convertible Securities subject to
a Purchase Notice or a Change of Control Purchase Notice, as the case may
be, shall cease to accrue and the 2001 Convertible Securities shall cease
to accrete in value on the Purchase Date or the Change of Control
Purchase Date, as the case may be.”



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     Section 2.13 Amendment to Section 4.13 of the Fourth Supplemental
Indenture. Section 4.13 of the Fourth Supplemental Indenture shall be deleted
in its entirety and the following shall be inserted in lieu thereof:




     “Section 4.13 Repayment to the Company. The Trustee and the Paying
Agent shall return to the Company any cash that remains unclaimed,
together with interest, if any, thereon (subject to the provisions of
Section 606 of the Indenture), held by them for the payment of the
aggregate Purchase Price or Change of Control Purchase Price, as the case
may be; provided, however, that to the extent that the aggregate amount
of cash deposited by the Company pursuant to Section 4.10 exceeds the
aggregate Purchase Price or Change of Control Purchase Price, as the case
may be, of the 2001 Convertible Securities or portions thereof that the
Company is obligated to purchase as of the Purchase Date or Change of
Control Purchase Date, as the case may be, then, unless otherwise agreed
in writing with the Company, as promptly as practicable after the
Business Day following the Purchase Date or Change of Control Purchase
Date, as the case may be, the Trustee shall return any such excess to the
Company together with interest, if any, thereon (subject to the
provisions of Section 606 of the Indenture).”



     Section 2.14 Amendments to Exhibit A-1 and Exhibit A-2 of the Fourth
Supplemental Indenture.



          (a) The first paragraph of Section 2 (Method of Payment) of each of
Exhibit A-1 and Exhibit A-2 to the Fourth Supplemental Indenture shall be
amended by deleting the phrase “, shares of Common Stock or a combination
thereof, as the case may be,” from the first sentence thereof.



          (b) The third paragraph of Section 6 (Purchase By the Company at the
Option of the Holder) of each of Exhibit A-1 and Exhibit A-2 to the Fourth
Supplemental Indenture shall be deleted in its entirety and the following shall
be inserted in lieu thereof:




     “The Purchase Price of the 2001 Convertible Securities in
respect of which a Purchase Notice pursuant to the terms of the
Fourth Supplemental Indenture has been given shall be paid in
cash.”



          (c) The fifth paragraph of Section 6 (Purchase By the Company at the
Option of the Holder) of each of Exhibit A-1 and Exhibit A-2 to the Fourth
Supplemental Indenture shall be amended by deleting from the first sentence
thereof:




     (i) the words “or securities” and the phrase (both times it
appears) “or the Stock Transfer Agent, as the case may be,” and




     (ii) the word “are” and inserting the word “is” in lieu
thereof.



          (d) The sixth paragraph of Section 6 (Purchase By the Company at the
Option of the Holder) of each of Exhibit A-1 and Exhibit A-2 to the Fourth
Supplemental Indenture shall be amended by inserting in the last sentence
thereof:



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     (i) the words “Change of Control” between the words “the” and
“Company Notice,” and




     (ii) a comma between the words “Company Notice” and “the
Securities.”



ARTICLE THREE

MISCELLANEOUS PROVISIONS




     Section 3.1 Incorporation of Indenture. All provisions of this Sixth
Supplemental Indenture shall be deemed to be incorporated in, and made a part
of, the Indenture; and the Indenture, as supplemented by this Sixth
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument and shall be binding upon all the Holders of 2001 Convertible
Securities. The terms “Fourth Supplemental Indenture,” “herein,” “hereof,”
“hereunder” and other words of similar import as used in the Fourth
Supplemental Indenture, shall mean the Fourth Supplemental Indenture as amended
and supplemented by the Fifth Supplemental Indenture and this Sixth
Supplemental Indenture.



     Section 3.2 Counterparts. This Sixth Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.



     Section 3.3 Modification of 2001 Convertible Securities. In order to give
effect to this Sixth Supplemental Indenture, the modification, annotation
and/or exchange of the 2001 Convertible Securities shall be evidenced by a
substitution of the relevant page(s) thereto or by delivery of one or more new
Global Securities, as appropriate.



     Section 3.4 Separability Clause. In case any provision of this Sixth
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



     Section 3.5 Successors and Assigns. All covenants and agreements in this
Sixth Supplemental Indenture by the Company and the Trustee shall bind their
respective successors and assigns, whether so expressed or not.



     Section 3.6 Benefits of Sixth Supplemental Indenture. Nothing in this Sixth
Supplemental Indenture, express or implied, shall give any person, other than
the parties hereto and their successors hereunder and the Holders of 2001
Convertible Securities issued on or after October 30, 2001, any benefit or any
legal or equitable right, remedy or claim under this Sixth Supplemental
Indenture. Except as expressly supplemented or amended as set forth in this
Sixth Supplemental Indenture, the Indenture is hereby ratified and confirmed,
and all the terms, provisions and conditions thereof shall be and continue in
full force and effect. The Trustee accepts the trusts created by the
Indenture, as amended and supplemented by this Sixth Supplemental Indenture,
and agrees to perform the same upon the terms and conditions in the Indenture
as amended and supplemented by this Sixth Supplemental Indenture.



[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed
this Sixth Supplemental Indenture on behalf of the respective parties hereto as
of the date first above written.


	 	 	 	 	 
	 	CSX CORPORATION

 	 
	 	By:  	s/ David A. Boor
 	 
	 	 	Name:  	David A. Boor 	 
	 	 	Title:  	Vice President – Tax and Treasurer 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, as Trustee

 	 
	 	By:  	s/ Carol Ng
 	 
	 	 	Name:  	Carol Ng 	 
	 	 	Title:  	Vice President 	 
	 





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