ex4-1.htm


     

    
      Exhibit
        4.1

      


      EXECUTION
        COPY

      


      CSX
        CORPORATION

      CSX
        TRANSPORTATION, INC.

       

      Action
        of Authorized Pricing Officers

       

      December
        10, 2007

       

      1.           On
        December 13, 2007, (i) CSX Transportation, Inc. (the “Company”) intends to enter
        into an indenture (the “Base Indenture”) with The Bank of New York Trust
        Company, N.A., as trustee (the “Trustee”) and (ii) the Company, the Trustee and
        CSX Corporation (the “Guarantor”) intend to enter into a supplemental indenture
        (the “Supplemental Indenture”, and the Base Indenture, as supplemented by the
        Supplemental Indenture, the “Indenture”).  Subject to the 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 13, 2006 and February 14, 2007, and (iii)
        the
        resolutions of the board of directors of the Company adopted by unanimous
        written consent, in lieu of a meeting, on December 10, 2007, 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 6.251% Secured
        Equipment Notes due 2023 (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 December
        10,
        2007 (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.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      Dated
        as
        of the date first set forth above.

      


      
        	
                AUTHORIZED
                  PRICING OFFICERS

              
	 
	 
	
                By:

              	 /s/ 
                Oscar Munoz
	 	
                Name: 
Oscar
                  Munoz

              
	 	
                Title:   
                  Executive Vice President and Chief Financial Officer

              
	 	 
	 	 
	
                By:

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

              
	 	
                Title:   
                  Vice President-Tax and Treasurer

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      Exhibit
        A

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      Exhibit
        B