ex4-2.htm


    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
TRANSPORTATION, INC.

       

       

       

      $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.

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      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.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      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.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      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.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      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.

       

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


       

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

       

       

      Dated:  _____,
20__

       

      
        
          	 	
                  CSX
      TRANSPORTATION, INC. 

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


        

      

       

       

       

      Attest:

       

      ________________________________

      Assistant
Corporate Secretary

       

       

       

       

      
        	
                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:

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

       

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

       

       

       

      
        
          
            	 	
                    
                      THE
      BANK OF NEW YORK MELLON TRUST 

                      COMPANY,
      N.A., as Trustee

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


          

        

         

      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      


      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 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.

              


      

      


       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
A

       

       

      
        	
                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	 


      

      


       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
 

      EXHIBIT
A

       

       

      Schedule
of Exchanges

       

      


      
 

       

       

       

       

       

       

       

       

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