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.

     

    $380,821,000

     

    6.251%
      SECURED EQUIPMENT NOTES DUE 2023

     

    


    
      	
              No.
                1-A 

            	
              CUSIP
                No. 126410 LM9 

              ISIN
                No. US126410LM99 

            


    

    


     

    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 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 First Supplemental
      Indenture dated as of December 13, 2007, among the Company, CSX Corporation,
      a
      Virginia corporation (the “Guarantor”) and the Trustee (the “First
      Supplemental Indenture”) (the Base Indenture, as supplemented by the First
      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
      $380,821,000 (THREE HUNDRED
      EIGHTY
      MILLION EIGHT HUNDRED TWENTY ONE 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 $380,821,000 (THREE HUNDRED
      EIGHTY
      MILLION EIGHT HUNDRED TWENTY ONE THOUSAND DOLLARS), payable in
      installments of principal commencing on July 15, 2008, and ending on
      January 15, 2023, 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
      First Supplemental Indenture), and to pay interest (computed on the basis of
      a
      360-day year of twelve 30-day months) thereon from December 13, 2007 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
      January 15 and July 15 of each year, commencing July 15, 2008, and at the date
      of final Maturity at the rate of 6.251% 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 January 1
      or
      July 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 Trustee 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 First
      Supplemental Indenture.

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    Notice
      of
      redemption shall be given as provided in Section 1104 of the Base Indenture
      and
      Section 4.3 of the First 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 First 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:  December
      13, 2007

     

    
      
        	
                CSX
                  TRANSPORTATION, INC.

              
	 
	
                By:

              	 /s/ 
                Louis G. Recher
	 	
                Name:  Louis
                  G. Recher

              
	 	
                Title:    Assistant
                  General Counsel,

                    
CSX
                  Corporation, and Authorized
                  Signatory

              


      

    

     

    Attest:

     

    Steven
      C.
      Armbrust

      
      /s/  Steven C.
      Armbrust                               

    Assistant
      Corporate Secretary

    CSX
      Transportation, Inc.

     

    
      	
              STATE
                OF

            	 
	 	
              )
                ss.:

            
	
              COUNTY/CITY
                OF  

            	 


    

     

    Before
      me, a Notary Public in and for said State and County/City, personally appeared
      Louis G. Recher, 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 11th day of December, 2007, in the Commonwealth
      and County aforesaid.

     

    /s/ 
      Katherine B.
      Crammé                                                                         


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

     

    My
      commission expires:  April 30, 2011

     

    Printed
      Name of Notary Public:  Katherine B. Crammé

     

     

    
      
        
        

      

      
        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 TRUST COMPANY, 

                N.A.,
                  as Trustee

              
	 
	
                By:

              	 /s/ 
                Geraldine Creswell
	 	
                Name: 
                  Geraldine Creswell

              
	 	
                Title:   
                  Assistant Treasurer

              


      

    

    


     

    
      
        
        

      

      
        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

     

    
      	 	 	
              Scheduled

            	 	 
	
              
                Payment
                  Date

              

            	 	
              
                Principal
                  Repayment

              

            	 	
              
                Pool
                  Factor

              

            
	
              July
                15, 2008

            	 	 	
               $14,484,000.00

            	 	
              0.96196638

            
	
              January
                15, 2009

            	 	 	
               $0.00

            	 	
              0.96196638

            
	
              July
                15, 2009

            	 	 	
               $14,888,000.00

            	 	
              0.92287190

            
	
              January
                15, 2010

            	 	 	
               $0.00

            	 	
              0.92287190

            
	
              July
                15, 2010

            	 	 	
               $15,330,000.00

            	 	
              0.88261677

            
	
              January
                15, 2011

            	 	 	
               $0.00

            	 	
              0.88261677

            
	
              July
                15, 2011

            	 	 	
               $15,332,000.00

            	 	
              0.84235638

            
	
              January
                15, 2012

            	 	 	
               $0.00

            	 	
              0.84235638

            
	
              July
                15, 2012

            	 	 	
               $16,614,000.00

            	 	
              0.79872959

            
	
              January
                15, 2013

            	 	 	
               $0.00

            	 	
              0.79872959

            
	
              July
                15, 2013

            	 	 	
               $17,868,000.00

            	 	
              0.75180991

            
	
              January
                15, 2014

            	 	 	
               $0.00

            	 	
              0.75180991

            
	
              July
                15, 2014

            	 	 	
               $17,868,000.00

            	 	
              0.70489022

            
	
              January
                15, 2015

            	 	 	
               $0.00

            	 	
              0.70489022

            
	
              July
                15, 2015

            	 	 	
               $17,869,000.00

            	 	
              0.65796792

            
	
              January
                15, 2016

            	 	 	
               $0.00

            	 	
              0.65796792

            
	
              July
                15, 2016

            	 	 	
               $17,868,000.00

            	 	
              0.61104824

            
	
              January
                15, 2017

            	 	 	
               $0.00

            	 	
              0.61104824

            
	
              July
                15, 2017

            	 	 	
               $17,868,000.00

            	 	
              0.56412855

            
	
              January
                15, 2018

            	 	 	
               $0.00

            	 	
              0.56412855

            
	
              July
                15, 2018

            	 	 	
               $17,868,000.00

            	 	
              0.51720887

            
	
              January
                15, 2019

            	 	 	
               $0.00

            	 	
              0.51720887

            
	
              July
                15, 2019

            	 	 	
               $17,868,000.00

            	 	
              0.47028919

            
	
              January
                15, 2020

            	 	 	
               $0.00

            	 	
              0.47028919

            
	
              July
                15, 2020

            	 	 	
               $17,869,000.00

            	 	
              0.42336688

            
	
              January
                15, 2021

            	 	 	
               $0.00

            	 	
              0.42336688

            
	
              July
                15, 2021

            	 	 	
               $10,948,099.31

            	 	
              0.39461821

            
	
              January
                15, 2022

            	 	 	
               $0.00

            	 	
              0.39461821

            
	
              July
                15, 2022

            	 	 	
               $10,948,099.31

            	 	
              0.36586953

            
	
              January
                15, 2023

            	 	 	
               $139,330,801.38

            	 	
              0.00000000

            


    

    


     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    Schedule
      of Exchange

     

     

     

    
      
        
        

      

      
        10