ex4-1.htm


     

    Exhibit
4.1

     

     

    
      CSX
CORPORATION

      CSX
TRANSPORTATION, INC.

       

      Action of Authorized Pricing
Officers

       

      October
21, 2008

       

      1.           On
December 13, 2007 CSX Transportation, Inc. (the “Company”) entered into an
indenture (the “Base Indenture”) with The Bank of New York Mellon Trust Company,
N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee
(the “Trustee”).  On October 24, 2008 the Company intends to enter
into a second supplemental indenture (the “Second Supplemental Indenture”, and
the Base Indenture, as supplemented by the Second Supplemental Indenture, the
“Indenture”) with the Trustee and CSX Corporation (the
“Guarantor”).  Subject to the Second Supplemental Indenture becoming
effective, pursuant to (i) Section 301 of the Base Indenture, (ii) the
resolutions duly adopted by the Board of Directors of the Guarantor at meetings
duly called and held on December 12, 2007 and May 6-7, 2008, and (iii) the
resolutions of the board of directors of the Company adopted by unanimous
written consent, in lieu of a meeting, on September 10, 2008, the undersigned
officers hereby establish a series (as that term is used in Section 301 of
the Base 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 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 8.375% Secured
Equipment Notes due 2014 (the “Notes”), and the Notes will be issued in fully
registered form only, in denominations of $2,000 and integral multiples of
$1,000 in excess thereof.  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 under the Indenture; and the Chairman, President and Chief
Executive Officer, any Vice Chairman, any Executive Vice President, any Senior
Vice President, any Vice President, any General Counsel, any Assistant General
Counsel, any Associate General Counsel, the Corporate Secretary, or any
Assistant Corporate Secretary of the Company, as well as Louis G. Recher,
Assistant General Counsel, CSX Corporation (each, a “Company Authorized Officer”
and, collectively, the “Company Authorized Officers”) are, and each of them with
full power to act without the others hereby is, authorized, in the name and on
behalf of the Company, 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 Company 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 Company 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 approved.

       

      5.           The
form, terms and provisions of the Underwriting Agreement, dated October 21, 2008
(the “Underwriting Agreement”), among the Company, the Guarantor and the
Underwriters named on Schedule II thereto, providing for the issuance and sale
of the Securities (as defined therein) are hereby approved; the Chairman,
President and Chief Executive Officer, any Executive Vice President, any Senior
Vice President, any Vice President, the Treasurer, any General Counsel or
Assistant General Counsel, the Corporate Secretary, any Assistant Corporate
Secretary or the Assistant Vice President-Capital Markets of the Guarantor (each
a “Guarantor Authorized Officer” and collectively, the “Guarantor Authorized
Officers” and, together with the Company  Authorized Officers, the
“Authorized Officers”) 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 Guarantor, the Underwriting Agreement with such changes
therein as the officer of the Guarantor executing the Underwriting Agreement
shall approve, the execution thereof by such officer to be conclusive evidence
of such approval; and the Company Authorized Officers 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 Company, the Underwriting
Agreement with such changes therein as the officer of the Company 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
Authorized Officers 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 the Company or
the Guarantor, as applicable, 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
Company or the Guarantor 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 Securities and other securities which may be issued pursuant to the
Indenture, are hereby ratified and confirmed as the act of the Company or
Guarantor, as applicable.

       

      9.           The
Notes may be authenticated by the Trustee and issued in accordance with the
Indenture.

       

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Dated as
of the date first set forth above.

       

      


      
        	
                AUTHORIZED
      PRICING OFFICERS

              
	 
      
	
                By:

              	 
      /s/ Michael J. Ward
	 
      	
                Name: Michael J. Ward

              
	 
      	
                Title:  
      Chairman, President and Chief Executive
      Officer

              


      

      


      


      
        	 
      
	
                By:

              	 
      /s/ David A. Boor
	 
      	
                Name: David
      A. Boor

              
	 
      	
                Title:  
      Vice President-Tax and Treasurer

              


      

      


       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      Exhibit
A

       

      


       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
 

      


      Exhibit
B