UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 16, 2015
CSX CORPORATION
(Exact
name of registrant as specified in its charter)
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Virginia |
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1-08022 |
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62-1051971 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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500 Water Street, 15th Floor, Jacksonville, Florida |
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32202 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (904) 359-3200
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. |
Entry into a Material Definitive Agreement |
On April 16, 2015, CSX Corporation (the
Company) entered into an Underwriting Agreement (the Underwriting Agreement) with Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the Underwriters named
therein (the Underwriters) for the public offering of $600,000,000 aggregate principal amount of the Companys 3.950% Notes due 2050 (the Notes). The Notes were issued pursuant to an indenture, dated as of August 1,
1990, 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.), successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as trustee, as
supplemented by a First Supplemental Indenture dated as of June 15, 1991, a Second Supplemental Indenture dated as of May 6, 1997, a Third Supplemental Indenture dated as of April 22, 1998, a Fourth Supplemental Indenture dated as of
October 30, 2001, a Fifth Supplemental Indenture dated as of October 27, 2003, a Sixth Supplemental Indenture dated as of September 23, 2004, a Seventh Supplemental Indenture dated as of April 25, 2007 and an Eighth Supplemental
Indenture dated as of March 24, 2010 (collectively, the Indenture), and an Action of Authorized Pricing Officers dated as of April 16, 2015. The Notes have been registered under the Securities Act of 1933, as amended (the
Act), by a Registration Statement on Form S-3ASR (Registration No. 333-186715) which became effective February 15, 2013. On April 17, 2015, the Company filed with the Securities and Exchange Commission, pursuant to Rule
424(b)(2) under the Act, its Prospectus, dated February 15, 2013, and Prospectus Supplement, dated April 16, 2015, pertaining to the offering and sale of the Notes.
The form of the Notes is filed as Exhibit 4.2 to this Report, and is incorporated by reference in this Report.
Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
See Item 1.01.
Item 9.01. |
Financial Statements and Exhibits |
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(d) |
Exhibits required to be filed by Item 601 of Regulation S-K. |
The following exhibits are
filed as a part of this Report.
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Exhibit No. |
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Description |
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1.1 |
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Underwriting Agreement, dated April 16, 2015, among CSX Corporation and Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the underwriters named therein. |
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4.1 |
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Action of Authorized Pricing Officers of CSX Corporation dated April 16, 2015. |
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4.2 |
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Form of Notes. |
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5.1.1 |
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Opinion of Davis Polk & Wardwell LLP. |
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5.1.2 |
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Opinion of Ellen M. Fitzsimmons, Executive Vice President Law & Public Affairs and Corporate Secretary of CSX Corporation. |
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12.1 |
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Computation of Ratio of Earnings to Fixed Charges. |
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23.1.1 |
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Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1.1). |
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23.1.2 |
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Consent of Ellen M. Fitzsimmons, Executive Vice President Law & Public Affairs and Corporate Secretary of CSX Corporation (included in Exhibit 5.1.2). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
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CSX CORPORATION |
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Date: |
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April 21, 2015 |
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By: |
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/s/ David A. Boor |
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Name: |
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David A. Boor |
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Title: |
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Vice President Tax and Treasurer |
Exhibit 1.1
EXECUTION VERSION
CSX
CORPORATION
$600,000,000 3.950% Notes due 2050
UNDERWRITING AGREEMENT
Dated: April 16, 2015
CSX CORPORATION
$600,000,000 3.950% Notes due 2050
UNDERWRITING AGREEMENT
April 16, 2015
Credit Suisse Securities LLC
Morgan Stanley & Co. LLC
UBS Securities LLC
As Representatives of the several Underwriters named in Schedule II hereto
c/o |
Credit Suisse Securities (USA) LLC |
11 Madison Avenue
New York, NY 10010
Morgan
Stanley & Co. LLC
1585 Broadway
New York, NY 10036
UBS
Securities LLC
1285 Avenue of Americas
New York, NY 10019
Ladies and Gentlemen:
CSX CORPORATION, a Virginia corporation (the Company), proposes to issue and sell to the parties named in Schedule II
hereto (the Underwriters), for whom you are acting as representatives (the Representatives), $600,000,000 principal amount of its 3.950% Notes due 2050 (the Notes). The Notes are to be issued under
an indenture dated as of August 1, 1990, 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.), successor to JPMorgan Chase Bank, N.A., (formerly The Chase Manhattan
Bank), as trustee (the Trustee), as supplemented and amended 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 Fifth Supplemental Indenture dated as of October 27, 2003, the Sixth Supplemental Indenture dated as of September 23, 2004, the
Seventh Supplemental Indenture dated as of April 25, 2007 and the Eighth Supplemental Indenture dated as of March 24, 2010 (collectively, the Indenture).
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In connection with the sale of the Notes, the Company, along with CSX Transportation, Inc. and
CSX Capital Trust I prepared and filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-3ASR (Registration No. 333-186715) for the registration of debt securities of the Company
including the Notes, debt securities of CSX Transportation, Inc., warrants, preferred stock, common stock, depositary shares, purchase contracts, units, guarantees of debt securities of CSX Transportation, Inc., trust preferred securities of CSX
Capital Trust I and guarantees of trust preferred securities of CSX Capital Trust I under the Securities Act of 1933, as amended (the Securities Act), which registration statement became effective upon filing under Rule 462(e)
under the Securities Act. Such Registration Statement covers the registration of the Notes under the Securities Act. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be
deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act (as defined in Section 1(b) hereof) on or before the Effective Date of the Registration
Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms amend, amendment or supplement with respect to the
Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the
issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. The Company hereby confirms that it has authorized the use of the Base Prospectus, any
Preliminary Prospectus and the Final Prospectus, and any amendment or supplement thereto, in connection with the offer and sale of the Notes by the Underwriters. Certain terms used herein are defined in Section 18 hereof.
1. Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in
this Section 1. Any reference to persons acting on behalf of the Company does not include any of the Underwriters, with respect to whom the Company makes no representation.
(a) The Company meets the requirements for use of Form S-3ASR under the Securities Act and has prepared and filed with the
Commission an automatic shelf registration statement as defined in Rule 405, on Form S-3ASR, including a related Base Prospectus, for registration under the Securities Act of the offering and sale of the Notes. Such Registration Statement, including
any amendments thereto filed prior to the Applicable Time, has become effective. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus
supplements relating to the Notes, each of which has previously been electronically furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Notes in accordance with Rule 424(b). As filed, such final
prospectus supplement shall contain all information required by the Securities Act and the rules thereunder, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form
furnished to you prior to the Applicable Time or, to the extent not
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completed at the Applicable Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the
Company has advised you, prior to the Applicable Time, will be included or made therein. The Registration Statement, at the Applicable Time, meets the requirements set forth in Rule 415(a)(1)(x).
(b) On the Effective Date, the Registration Statement did, and the Final Prospectus (and any supplement thereto), as of its
date and on the Closing Date (as defined in Section 3 hereof), will, comply in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the Exchange Act) and the
Trust Indenture Act of 1939, as amended (the TIA), and the rules and regulations of the Commission promulgated thereunder. On the Effective Date, the Registration Statement did not, and will not, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. On the Effective Date and on the Closing Date, the Indenture did or will comply in all material respects with
the applicable requirements of the TIA and the rules thereunder. On the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a
material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no
representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the TIA of the Trustee or (ii) the information contained in or omitted
from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically
for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriters consists of the information described as
such in Section 7(b) hereof.
(c) As of the Applicable Time, (i) the Disclosure Package and (ii) each
electronic roadshow when taken together as a whole with the Disclosure Package, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any
Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b)
hereof.
(d) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment
thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus),
(iii) at the time the Company or any person acting on its behalf (within the
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meaning, for this clause only, of Rule 163(c)) made any offer relating to the Notes in reliance on the exemption in Rule 163, and (iv) at the Applicable Time (with such date being used as
the determination date for purposes of this clause (iv)), the Company was or is (as the case may be) a well-known seasoned issuer as defined in Rule 405. The Company agrees to pay the fees required by the Commission relating to the Notes
within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).
(e) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Notes and (ii) as of the Applicable Time (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an
Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.
(f) Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 4(I)(c) hereto
does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein and any prospectus supplement deemed to be a part thereof that has not been superseded or
modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives
specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) hereof.
(g) Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the
Final Prospectus, except as may otherwise be stated therein or contemplated thereby, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business or properties of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary course of business.
(h) The Company has not taken and
will not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of the Notes (other than any stabilization done by the
Underwriters, as to which the Company makes no representation).
(i) The Company is not an investment company
within the meaning of the Investment Company Act of 1940, as amended (the Investment Company Act), without taking account of any exemption arising out of the number of holders of the Companys securities.
(j) The information, if any, provided by the Company pursuant to Section 4(I)(g) hereof will not, at the date thereof,
contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
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(k) This Agreement has been duly authorized, executed and delivered by the
Company.
(l) The Indenture has been duly authorized, executed and delivered by the Company; the Indenture (assuming that
the Indenture has been duly authorized, executed and delivered by the Trustee) constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general equity principles; the Notes have been duly authorized, and when executed, issued and delivered
by the Company and authenticated in the manner provided in the Indenture, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general equity principles; and the Notes conform to the description thereof contained in the Disclosure
Package and the Final Prospectus.
(m) No consent, approval, authorization or order of, or filing with, any governmental
agency or body or any court is required for the consummation of the transactions contemplated herein, except for a filing of any Preliminary Prospectus and the Final Prospectus under Rule 424(b) of the Securities Act and such as may be required
under state securities laws.
(n) The execution, delivery and performance of this Agreement and the issuance and sale of
the Notes and compliance with the terms and provisions thereof will not result in a material breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency
or body or any court having jurisdiction over the Company or any Significant Subsidiary (as defined below) of the Company or any of their properties or any agreement or instrument to which the Company or any Significant Subsidiary of the Company is
a party or by which the Company or any Significant Subsidiary of the Company is bound or to which any of the properties of the Company or any Significant Subsidiary of the Company is subject, or the charter, by-laws or operating agreement, as the
case may be, of the Company or any Significant Subsidiary of the Company.
2. Purchase and Sale. Subject to the terms and
conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, the aggregate principal
amounts of Notes set forth opposite each Underwriters name in Schedule II hereto at a purchase price equal to 98.223% of the principal amount of the Notes plus accrued interest, if any, from April 21, 2015.
3. Delivery and Payment. Delivery of and payment for the Notes shall be made at 10:00 AM, New York City time, on April 21, 2015,
or such later date (not later than
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seven full Business Days thereafter) as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in
Section 8 hereof (such date and time of delivery and payment being herein called the Closing Date). Delivery of the Notes shall be made to the Representatives for the respective accounts of the Underwriters against payment by
the Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer of federal funds or other immediately available funds or in such other manner of payment as may be agreed by the Company
and the Representatives.
Delivery of any Notes to be issued in definitive certificated form shall be made on the Closing Date at such
location, and in such names and denominations, as the Representatives shall designate at least one Business Day in advance of the Closing Date. The Company agrees to have the Notes available for inspection, checking and packaging by the
Representatives in New York, New York, not later than 1:00 PM on the Business Day prior to the Closing Date. The closing for the purchase and sale of the Notes shall occur at the office of Shearman & Sterling LLP, 599 Lexington Avenue, New
York, New York 10022 (Counsel for the Underwriters) or such other place as the parties hereto shall agree.
The Notes
will be issued in the form of fully registered global Notes in the denominations of $500,000,000 and $100,000,000, all of which will be deposited with, or in accordance with the instructions of, The Depository Trust Company, New York, New York
(DTC) and registered in the name of DTCs nominee. Except as provided in the Indenture, beneficial owners of the Notes will not have the right to have the Notes registered in their names, will not receive or be entitled to
receive physical delivery of such Notes, and will not be considered the owners or holders thereof under the Indenture.
4.
Agreements. (I) The Company agrees with each Underwriter that:
(a) The Company will furnish to each
Underwriter and to Counsel for the Underwriters, without charge, during the period referred to in paragraph (e) below, as many copies of each of the Preliminary Prospectus, any Issuer Free Writing Prospectus and any amendments and supplements
thereto (to be delivered electronically) and the Final Prospectus as they may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.
(b) Prior to the termination of the offering of the Notes, the Company will not file any amendment of the Registration
Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Base Prospectus unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to
which you reasonably object. The Company will promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, prior
to termination of the offering of the Notes, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any
Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order
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suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt
by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent
the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop
order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared
effective as soon as practicable.
(c) To prepare a final term sheet, in the form of Schedule I hereto, containing solely a
description of final terms of the Notes and the offering thereof, in a form approved by you and to file such term sheet pursuant to Rule 433(d) within the time required by such Rule.
(d) If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of
which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of circumstances under which they were made at such time not misleading, the
Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and
(iii) supply any amendment or supplement to you in such quantities as you may reasonably request.
(e) If at any time
prior to the earlier of (i) completion of the sale of the Notes by the Underwriters (as determined by the Representatives) or (ii) six months from the date hereof, any event occurs as a result of which the Final Prospectus, as then amended
or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it should be
necessary to amend or supplement the Final Prospectus (including any document incorporated by reference therein which was filed under the Exchange Act) to comply with the Exchange Act or the rules thereunder or other applicable law, including in
connection with the use or delivery of the Final Prospectus, the Company will promptly notify the Representatives of the same and, subject to the requirements of paragraph (b) of this Section 4, will prepare and provide to the
Representatives pursuant to paragraph (a) of this Section 4 an amendment or supplement which will correct such statement or omission or effect such compliance and, if such an amendment or supplement is required to be filed under the
Exchange Act and is to be incorporated by reference in the Final Prospectus, will file such amendment or supplement with the Commission. The Representatives will promptly advise the Company, in writing, of the completion of the initial distribution
of the Notes.
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(f) The Company will, during the period when the Final Prospectus is required to
be delivered under the Securities Act and during which the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, timely file all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and any other reports, statements, documents, registrations, filings or submissions required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act.
(g) The Company will make generally available to its security holders as soon as practicable, but not later than 90 days after
the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve-month period beginning not later than the first day of the Companys fiscal quarter
next following the effective date (as defined in such Rule 158) of the Registration Statement.
(h) The
Company will cooperate with the Representatives and use its reasonable best efforts to permit the Notes to be eligible for clearance and settlement through DTC.
(i) The Company agrees that, unless it has obtained the prior written consent of the Representatives, and each Underwriter,
severally and not jointly, agrees with the Company that, unless it has obtained the prior written consent of the Company, it has not made and will not make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus or
that would otherwise constitute a free writing prospectus (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than the information contained in the final
term sheet prepared and filed pursuant to Section 4(I)(c) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule III hereto. Any
such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a Permitted Free Writing Prospectus. The Company agrees that (x) it has treated and will treat, as the case may be, each
Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in
respect of timely filing with the Commission, legending and record keeping.
(II) Each Underwriter, on behalf of itself and each of its
affiliates that participates in the initial distribution of the Notes, severally represents to and agrees with the Company that it and each such affiliate:
(a) in relation to each Member State of the European Economic Area that has implemented the Prospectus Directive (each, a
Relevant Member State), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of
Notes described in the Preliminary Prospectus to the public in that Relevant Member State other than:
(i) to any
legal entity which is a qualified investor as defined in the Prospectus Directive;
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(ii) to fewer than 100 or, if the Relevant Member State has implemented the
relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the
underwriters for any such offer; or
(iii) in any other circumstances falling within Article 3(2) of the Prospectus
Directive,
provided that no such offer of Notes shall require the publication by the Company or any underwriter of a
prospectus pursuant to Article 3 of the Prospectus Directive, or a supplement to a prospectus pursuant to Article 16 of the Prospectus Directive.
For purposes of this provision, the expression an offer of Notes to the public in any Relevant Member State means
the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the expression may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member State, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State. The expression 2010 PD Amending Directive means Directive 2010/73/EU;
(b) will only distribute the Preliminary Prospectus to, and will only direct the Preliminary Prospectus at, persons in the
United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the Order) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a
relevant person); and
(c) have not offered or sold the Notes and will not offer or sell the Notes, directly or
indirectly, in Japan or to or for the account of any resident of Japan (which term, as used in this paragraph means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), except (i) pursuant
to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.
5. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes shall be subject to
the accuracy of the representations and warranties on the part of the Company contained herein at the date and time that this Agreement is executed and delivered by the parties hereto, at the Applicable Time, and at the Closing Date
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and to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the
following additional conditions:
(a) The Final Prospectus, and any supplement thereto, have been filed in the manner and
within the time period required by Rule 424(b); the final term sheet contemplated by Section 4(I)(c) hereto, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been filed with
the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for
that purpose shall have been instituted or threatened.
(b) The Company shall have furnished to the Underwriters the
opinion of the Executive Vice President Law and Public Affairs and Corporate Secretary, the General Counsel or an Assistant General Counsel of the Company, dated the Closing Date, to the effect that:
(i) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the Commonwealth
of Virginia, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus; and the Company is duly qualified to do business as a foreign
corporation in good standing in all other jurisdictions in which it owns or leases substantial properties or in which the conduct of its business requires such qualification except where the failure to so qualify or be in good standing would not
have a material adverse effect on the Company and its subsidiaries, considered as one enterprise;
(ii) Each significant
subsidiary as defined in Rule 405 of Regulation C under the Securities Act (each a Significant Subsidiary) of the Company has been duly incorporated or formed, as the case may be, and is validly existing as a corporation or
limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be, has organizational power and authority to own, lease and operate its properties and conduct its
business as described in the Disclosure Package and the Final Prospectus; and, to the best of such counsels knowledge, is duly qualified as a foreign corporation or limited liability company, as the case may be, to transact business and is in
good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify or be in good standing would not have a material adverse effect on the Company and its subsidiaries, considered as one enterprise; all
of the issued and outstanding capital stock or membership interests, as the case may be, of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and nonassessable, and, except for directors qualifying shares,
if any, is owned, directly or indirectly, by the Company free and clear of any mortgage, pledge, lien, encumbrance, claim or equity, except as would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries,
considered as one enterprise;
10
(iii) This Agreement and the Indenture have been duly authorized, executed and
delivered by the Company;
(iv) No consent, approval, authorization or order of, or filing with, any governmental agency
or body or any court is required for the consummation of the transactions contemplated herein, except for a filing of any Preliminary Prospectus or the Final Prospectus under Rule 424(b) of the Securities Act and such as may be required under state
securities laws;
(v) The execution, delivery and performance of this Agreement and the issuance and sale of the Notes and
compliance with the terms and provisions thereof will not result in a material breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any
court having jurisdiction over the Company or any Significant Subsidiary or any of their properties or, to the best of such counsels knowledge, any agreement or instrument to which the Company or any of its Significant Subsidiaries is a party
or by which the Company or any Significant Subsidiary is bound or to which any of the properties of the Company or any Significant Subsidiary is subject, or the charter, bylaws or operating agreement, as the case may be, of the Company or any
Significant Subsidiary;
(vi) The Company has full power and authority to authorize, issue and sell the Notes as
contemplated by this Agreement, and the Notes have been duly authorized, executed and delivered by the Company; and
(vii)
Each document filed pursuant to the Exchange Act and incorporated by reference in the Disclosure Package and the Final Prospectus complied when filed as to form in all material respects with the Exchange Act and the rules and regulations promulgated
thereunder.
In addition, such counsel shall state that he or she has, or persons under his or her supervision have,
participated in conferences with officers and other representatives of the Company, representatives of Ernst & Young LLP, independent auditors for the Company, the Representatives and Counsel for the Underwriters, at which the contents of
the Registration Statement and any Preliminary Prospectus, the Disclosure Package or the Final Prospectus and any amendment thereof or supplement thereto and related matters were discussed, and, although such counsel has not undertaken to
investigate or verify independently, and does not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or any Preliminary Prospectus or the Final
Prospectus or any amendment thereof or supplement thereto, no facts have come to the attention of such counsel that would lead such counsel to believe (A) that the Registration Statement (other than the historical, pro forma, projected or other
financial statements, information and data and statistical information and data included or incorporated by reference therein or omitted therefrom,
11
and Form T-1, in each case as to which no opinion need be given), at the Applicable Time, contained any untrue statement of a material fact, or omitted to state a material fact necessary in order
to make the statements therein not misleading or (B) that (i) the Disclosure Package, as of the Applicable Time, and (ii) the Final Prospectus, as amended or supplemented as of its date or as of the Closing Date (in each case, other
than the historical, pro forma, projected or other financial statements, information and data and statistical information and data included or incorporated by reference therein or omitted therefrom, in each case as to which no opinion need be
given), included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except
as otherwise set forth herein, all references in this Section 5(b) to the Final Prospectus shall be deemed to include any amendment or supplement thereto at the Closing Date.
(c) The Company shall have furnished to the Underwriters the opinion and negative assurance letter of Davis Polk &
Wardwell LLP, counsel for the Company, dated the Closing Date, substantially in the form set forth in Exhibits A and B attached hereto.
(d) The Representatives shall have received from Counsel for the Underwriters such opinion or opinions, dated the Closing Date,
with respect to the issuance and sale of the Notes, the Registration Statement, the Disclosure Package and the Final Prospectus (as amended or supplemented at the Closing Date) and other related matters as they may require, and the Company shall
have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. In rendering such opinion, Counsel for the Underwriters may rely as to all matters governed by Virginia law on
the opinion of the Executive Vice President Law and Public Affairs and Corporate Secretary, General Counsel or Assistant General Counsel of the Company, referred to above.
(e) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board,
President and Chief Executive Officer or any Vice President and another person who is the principal financial or accounting officer of the Company, or, in their absence, other proper officers of the Company satisfactory to the Representatives, dated
the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure Package, the Final Prospectus, any amendment or supplement thereto and this Agreement and that, to the best of their
knowledge after reasonable investigation:
(i) the representations and warranties of the Company in this Agreement are
true and correct in all material respects on and as of the Closing Date with the same effect as if made on and as of such date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date; and
(ii) since the date of the most recent financial statements
incorporated by reference in the Disclosure Package and the Final Prospectus, there has been
12
no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries considered as one enterprise, whether or not arising from
transactions in the ordinary course of business, except as set forth in or contemplated by the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto after the date hereof) or as described in such certificate.
(f) At the Applicable Time and at the Closing Date, Ernst & Young LLP shall have furnished to the Representatives
letters, dated respectively as of the Applicable Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Securities Act and the Exchange
Act and the respective applicable rules and regulations adopted by the Commission thereunder and containing statements and information of the type ordinarily included in accountants comfort letters to underwriters with respect to
the financial statements and certain financial information contained in the Registration Statement, Preliminary Prospectus and Final Prospectus.
(g) Subsequent to the Applicable Time or, if earlier, the dates as of which information is given in the Registration Statement
(exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any change or decrease specified in the letters referred to in paragraph (f) of this Section 5 or
(ii) any change, or any development involving a prospective change, in or affecting the business or properties of the Company and its subsidiaries, the effect of which, in any case referred to in clause (i) or (ii) above, is, in the
reasonable judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to market the Notes as contemplated by the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereof or
thereto after the date hereof).
(h) Subsequent to the Applicable Time, there shall not have been any decrease in the
rating of any of the Companys debt securities by Moodys Investors Service, Inc. or Standard & Poors Ratings Group or any notice given of any intended or potential decrease in any such rating or of a possible change in any
such rating that does not indicate the direction of the possible change.
(i) Prior to the Closing Date, the Company shall
furnish to the Representatives such conformed copies of such opinions, certificates, letters and documents as the Representatives may reasonably request.
If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and Counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder with respect to the Notes may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by
telephone or telefax confirmed in writing.
13
The documents required to be delivered by this Section 5 will be delivered at the office of
Counsel for the Underwriters, at 599 Lexington Avenue, New York, New York 10022, on the Closing Date.
6. Reimbursement of
Expenses. If the sale of the Notes provided for herein is not consummated because of cancellation by the Representatives pursuant to Section 5 hereof, because of any termination pursuant to Section 9 hereof or because of any refusal,
inability or failure on the part of the Company to perform any material agreement herein or comply with any material provision hereof other than by reason of a default by any of the Underwriters in payment for the Notes on the Closing Date, the
Company will reimburse the Underwriters severally upon demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of Counsel for the
Underwriters) that shall have been incurred by them in connection with the proposed purchase and sale of the Notes.
7.
Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each Underwriter and each person who controls any Underwriter within
the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities
Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration Statement, or in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Notes, the Final Prospectus, any Issuer Free
Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 4(I)(c) hereto, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified
party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will
not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of any Underwriters through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability the Company may otherwise
have.
(b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, its officers, and
each person who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with
reference to information relating to such Underwriter furnished in writing to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company and each Underwriter
14
acknowledge that the statements set forth in the fourth paragraph, sixth paragraph, eighth paragraph, ninth paragraph and tenth paragraph of text under the heading Underwriting in the
Preliminary Prospectus and the fourth paragraph, sixth paragraph, eighth paragraph, ninth paragraph and tenth paragraph of text under the heading Underwriting in the Final Prospectus constitute the only information furnished in writing
by or on behalf of the Underwriters for inclusion in the Preliminary Prospectus or the Final Prospectus (or in any amendment or supplement thereto).
(c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will
not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and
(ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to
appoint counsel of the indemnifying partys choice at the indemnifying partys expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be
responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party.
Notwithstanding the indemnifying partys election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel); however, the indemnifying
party shall bear the reasonable fees, costs and expenses of such separate counsel only if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest,
(ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded upon advice of counsel that there may be legal
defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the
indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes
an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf
of any indemnified party. An indemnifying party shall not be liable under this Section 7 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise, or consent is
consented to by such indemnifying party, which consent shall not be unreasonably withheld.
15
(d) If the indemnity provided in paragraph (a) or (b) of this Section 7 is
unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred
in connection with investigating or defending same) (collectively Losses) to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by
the Company and by the Underwriters from the offering of the Notes. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative fault of the Company and of the Underwriters in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses), and benefits received by the Underwriters shall be deemed to be equal to the total purchase
discounts and commissions received by the Underwriters from the Company in connection with the purchase of the Notes hereunder, in each case as set forth on the cover page of the Final Prospectus. Relative fault shall be determined by reference to
whether any alleged untrue statement or omission relates to information provided by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue
statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The Underwriters obligations to contribute as provided in this Section 7(d) are several in proportion to their respective purchase obligations and not joint. For purposes of
this Section 7, each person who controls an Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the
same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each officer and director of the Company shall
have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). Notwithstanding the provisions of this paragraph (d), in no case shall any Underwriter (except as may be provided
in any agreement among the Underwriters relating to the offering of the Notes) be responsible for any amount in excess of the purchase discount or commission applicable to the Notes purchased by such Underwriter hereunder, in each case as set forth
on the cover page of the Final Prospectus.
8. Default by an Underwriter. If any one or more Underwriters shall fail to purchase
and pay for any of the Notes agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be
obligated severally to take up and pay for (in the respective proportions which the principal amount of Notes set forth
16
opposite their names in Schedule II hereto bears to the aggregate principal amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting
Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate principal amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the
aggregate principal amount of Notes set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such non-defaulting Underwriters do not
purchase all the Notes within 36 hours of such default, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company except as otherwise provided in Section 10. In the event of a default by any Underwriter as
set forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Final Prospectus or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or to any non-defaulting Underwriter for damages occasioned by its default hereunder.
9. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to
the Company prior to delivery of and payment for the applicable Notes, if prior to such time (i) there shall have occurred any change, or any development involving a prospective change, in or affecting particularly the business or properties of
the Company or its subsidiaries which, in the judgment of the Representatives, materially impairs the investment quality of the Notes, (ii) any downgrading in the rating of any debt securities of the Company by any nationally recognized
statistical rating organization (as defined in Section 3(a)(62) of the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an
announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating), (iii) trading in any of the Companys securities shall have been suspended by the Commission or the New York
Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited or minimum prices shall have been established on such exchange, (iv) a banking moratorium shall have been declared
either by federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on
financial markets is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated by any Preliminary Prospectus or the Final Prospectus
(exclusive of any amendment or supplement thereof or thereto after the date hereof).
10. Representations and Indemnities to
Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of the Underwriters or the Company or any of the officers, directors or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Notes. The
provisions of Sections 6 and 7 hereof shall survive the termination or cancellation of this Agreement.
17
11. Fees, Expenses. The Company covenants and agrees with the Representatives that the
Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Companys counsel and accountants in connection with the issue of the Notes and all other expenses in connection with the preparation and
printing of the Final Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters; (ii) the cost of printing or other production of all documents relating to the offering, purchase,
sale and delivery of the Notes as provided in Section 4(I)(a); (iii) any fees charged by securities rating services for rating the Notes; (iv) the cost of preparing the Notes; (v) the fees and expenses of the Trustee and any
agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Notes; (vi) any fees charged by DTC; (vii) all expenses in connection with the qualification of the Notes for offering
and sale under state and Canadian securities laws, including the fees and disbursements of Counsel for the Underwriters in connection with such qualification and in connection with Blue Sky and Legal Investment Survey and Canadian offering
documents; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 11. It is understood, however, that except as provided in
Sections 6 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees, disbursements and expenses of their counsel and any marketing expenses connected with any offers they may make.
12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will
be mailed, delivered or telefaxed and confirmed to them, care of (i) Credit Suisse Securities (USA) LLC, 11 Madison Avenue, New York, New York 10010, Attention: LCD- IBD, (ii) Morgan Stanley & Co. LLC, 1585 Broadway, New York, New
York 10036, Attention: Investment Grade Syndicate Desk, and (iii) UBS Securities LLC, 1285 Avenue of the Americas, New York, NY 10019 Attention: Fixed Income Syndicate or, if sent to the Company, will be mailed, delivered or telefaxed and
confirmed to it at CSX Corporation, 500 Water Street, 2nd Floor, Jacksonville, Florida 32202, attention: David H. Baggs, Vice President Capital Markets and Investor Relations, telefax
number 904-366-5176.
13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.
15. No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Notes pursuant to this Agreement is
an arms-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary
of the Company and (c) the Companys engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees
that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or
18
other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the
Company, in connection with such transaction or the process leading thereto.
16. Counterparts. This Agreement may be executed in
one or more counterparts, each of which will be deemed to be an original, but all such counterparts will together constitute one and the same instrument.
17. Headings. The section headings are for convenience only and shall not affect the construction hereof.
18. Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated.
Applicable Time shall mean 2:45 (Eastern Time) p.m. on April 16, 2015 or such other time as agreed by the
Company and the Representatives.
Base Prospectus shall mean the base prospectus referred to in
Section 1(a) above contained in the Registration Statement at the Applicable Time.
Business Day shall
mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York, New York are authorized or obligated by law, executive order or regulation to close.
Disclosure Package shall mean (i) the Preliminary Prospectus most recently distributed generally to investors
prior to the Applicable Time, (ii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, (iii) the final term sheet prepared and filed pursuant to Section 4(I)(c) hereto, identified in Schedule I hereto, if
any, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
Effective Date shall mean each date and time that the Registration Statement and any post-effective amendment or
amendments thereto became or become effective, and each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the Securities Act.
Final Prospectus shall mean the prospectus supplement relating to the Notes that was first filed pursuant to Rule
424(b) after the Applicable Time, together with the Base Prospectus.
Free Writing Prospectus shall mean a free
writing prospectus, as defined in Rule 405.
Issuer Free Writing Prospectus shall mean an issuer free writing
prospectus, as defined in Rule 433.
19
Preliminary Prospectus shall mean any preliminary prospectus
supplement to the Base Prospectus referred to in Section 1(a) above which is used prior to the filing of the Final Prospectus, together with the Base Prospectus.
Registration Statement shall mean the registration statement referred to in Section 1(a) above, including
exhibits and financial statements and any prospectus supplement relating to the Notes that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective
Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.
Rule 158, Rule 163, Rule 164, Rule 172, Rule 405, Rule
415, Rule 424, Rule 430B, and Rule 433 refer to such rules under the Securities Act.
20
If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement between the Company and the Underwriters.
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Very truly yours, |
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CSX CORPORATION |
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By |
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/s/ David A. Boor |
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|
Name: |
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David A. Boor |
|
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Title: |
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Vice President Tax and Treasurer |
[CSX Corporation
Underwriting Agreement Signature Page]
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|
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The foregoing Agreement is hereby confirmed and accepted as of the date first above written. |
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CREDIT SUISSE SECURITIES (USA) LLC |
|
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By: |
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/s/ Bob McMinn |
Name: |
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Bob McMinn |
Title: |
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Managing Director |
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MORGAN STANLEY & CO. LLC |
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By: |
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/s/ Yurij Slyz |
Name: |
|
Yurij Slyz |
Title: |
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Executive Director |
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UBS SECURITIES LLC |
|
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By: |
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/s/ Christian Stewart |
Name: |
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Christian Stewart |
Title: |
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Managing Director, UBS Investment Bank |
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By: |
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/s/ Prath Reddy |
Name: |
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Prath Reddy |
Title: |
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Associate Director, UBS Securities LLC |
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For themselves and the other Underwriters named in Schedule II to the foregoing Agreement |
[CSX Corporation
Underwriting Agreement Signature Page]
Schedule I
CSX Corporation
PRICING
TERM SHEET
April 16, 2015
$600,000,000 3.950% Notes due 2050 (the Notes)
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|
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Issuer: |
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CSX Corporation |
|
|
Ratings*: |
|
[Intentionally Omitted] |
|
|
Security: |
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3.950% Notes due 2050 |
|
|
Size: |
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$600,000,000 |
|
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Maturity Date: |
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May 1, 2050 |
|
|
Coupon: |
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3.950% |
|
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Interest Payment Dates: |
|
May 1 and November 1, commencing November 1, 2015 |
|
|
Price to Public: |
|
99.098% |
|
|
Benchmark Treasury: |
|
3.000% due November 15, 2044 |
|
|
Benchmark Treasury Yield: |
|
2.548% |
|
|
Spread to Benchmark Treasury: |
|
+ 145 bps |
|
|
Yield: |
|
3.998% |
|
|
Make-Whole Call: |
|
T + 25 bps |
|
|
Par Call: |
|
Within 6 months prior to the maturity date |
|
|
Expected Settlement Date: |
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April 21, 2015 (T+3) |
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CUSIP / ISIN: |
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126408 HC0 / US126408HC00 |
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Joint Book-Running Managers: |
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Credit Suisse Securities (USA) LLC Morgan
Stanley & Co. LLC UBS Securities LLC |
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Senior Co-Managers: |
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J.P. Morgan Securities LLC Citigroup Global
Markets Inc. Mizuho Securities USA Inc. |
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Co-Managers: |
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Mitsubishi UFJ Securities (USA), Inc. PNC
Capital Markets LLC The Williams Capital Group, L.P. |
Sch. I-1
* |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling Credit Suisse Securities (USA) LLC toll free at 1-800-221-1037, Morgan Stanley & Co. LLC toll free at 1-866-718-1649 or UBS Securities LLC
toll free at 1-888-827-7275.
Sch. I-2
Schedule II
$600,000,000 3.950% Notes due 2050
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Underwriters |
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Principal Amount of Notes to be Purchased |
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Credit Suisse Securities (USA) LLC |
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$ |
150,000,000 |
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Morgan Stanley & Co. LLC |
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$ |
150,000,000 |
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UBS Securities LLC |
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$ |
150,000,000 |
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J.P. Morgan Securities LLC |
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$ |
54,000,000 |
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Citigroup Global Markets Inc. |
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$ |
30,000,000 |
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Mizuho Securities USA Inc. |
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$ |
30,000,000 |
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Mitsubishi UFJ Securities (USA), Inc. |
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$ |
12,000,000 |
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PNC Capital Markets LLC |
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$ |
12,000,000 |
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The Williams Capital Group, L.P. |
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$ |
12,000,000 |
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Total |
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$ |
600,000,000 |
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Sch. II
SCHEDULE III
Schedule of Free Writing Prospectuses included in the Disclosure Package
Pricing Term Sheet dated April 16, 2015
Sch. III
Exhibit 4.1
CSX CORPORATION
Action of
Authorized Pricing Officers
April 16, 2015
1. Pursuant to (i) Section 301 of the Indenture, dated as of August 1, 1990, between CSX Corporation (the
Corporation) and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank), as trustee (the
Trustee), as heretofore supplemented and amended (the Indenture) and (ii) resolutions duly adopted by the Board of Directors of the Corporation by unanimous written consent effective as of March 30, 2015, the
undersigned officers hereby establish a series (as that term is used in Section 301 of the Indenture) of Securities, the title of which shall be the 3.950% Notes due 2050 (the Notes). Such series of Securities shall be issued under
the Indenture and 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 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 Executive Vice President, any Senior Vice President, any Vice President, the Assistant Vice President, Capital Markets, the Treasurer, the Corporate Secretary, any Assistant Corporate
Secretary or the Controller of the Corporation are, and each of them with full power to act without the others hereby is, authorized, in the name and on behalf of the Corporation, 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 Corporation 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 Corporation 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 ratified and approved.
5. The form, terms and provisions of the Underwriting Agreement, dated April 16, 2015 (the Underwriting Agreement), between
the Corporation and the Underwriters named on Schedule II thereto, providing for the issuance and sale of the Notes are hereby approved; and 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 Corporation (each an Authorized
Officer and collectively, 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 Corporation, the
Underwriting Agreement with such changes therein as the officer of the Corporation 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 Corporation 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 Corporation 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 Notes and other securities which may be issued pursuant to the
Indenture, are hereby ratified and confirmed as the act of the Corporation.
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.
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Authorized Pricing Officers |
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By: |
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/s/ Fredrik J. Eliasson |
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Name: |
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Fredrik J. Eliasson |
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Title: |
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Executive Vice President and Chief Financial Officer |
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By: |
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/s/ David A. Boor |
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Name: |
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David A. Boor |
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Title: |
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Vice President - Tax and Treasurer |
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 SUCCESSORS NOMINEE.
CSX CORPORATION
[$500,000,000] [$100,000,000]
3.950% NOTES DUE 2050
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No. R-[1] [2] |
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CUSIP No. 126408-HC0 |
This security (the Security) is one of a duly authorized issue of securities (herein called the
Securities) of CSX Corporation, 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 August 1, 1990 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.), successor to
JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), 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 June 15, 1991, a Second Supplemental Indenture dated as of May 6, 1997, a Third Supplemental Indenture dated as of April 22, 1998, a Fourth Supplemental Indenture dated as of October 30, 2001, a
Fifth Supplemental Indenture dated as of October 27, 2003, a Sixth Supplemental Indenture dated as of September 23, 2004, a Seventh Supplemental Indenture dated as of April 25, 2007 and an Eighth Supplemental Indenture dated as of
March 24, 2010, to which indenture and all indentures supplemental thereto (the indenture, as supplemented being herein called the Indenture) reference is hereby made for a statement of the respective rights thereunder of the
Company, 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
initial aggregate principal amount of $600,000,000 (SIX HUNDRED MILLION DOLLARS). All Securities of this series need not be issued at the same time and such series may be reopened at any time, without the consent of any Holder, for issuances of
additional Securities of this series. Any such additional
Securities of this series will have the same interest rate, maturity and other terms as those initially issued. Further Securities of this series may also be authenticated and delivered as
provided by Sections 304, 305, 306 or 906 of the Indenture. This Security represents an aggregate initial principal amount of [$500,000,000 (FIVE HUNDRED MILLION DOLLARS)] [$100,000,000 (ONE HUNDRED MILLION DOLLARS)] (adjusted from time to time
in accordance with the terms and provisions hereof and as set forth on Exhibit A hereto, the Principal Amount) of the Securities of such series, with the Interest Payment Dates, date of original issuance and date of Maturity specified
herein and bearing interest on said Principal Amount at the interest rate specified herein.
The Company, for value received, hereby
promises to pay CEDE & CO., or its registered assigns, the principal sum of [$500,000,000 (FIVE HUNDRED MILLION DOLLARS)] [$100,000,000 (ONE HUNDRED MILLION DOLLARS)] on May 1, 2050 and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) thereon from April 21, 2015 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, or,
if the date of this Security is an Interest Payment Date to which interest has been paid or duly provided for, then from the date hereof, semiannually in arrears on May 1 and November 1 of each year, commencing November 1, 2015, and
at Maturity at the rate of 3.950% 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, on any Interest 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 15 or October 15 (whether or not a Business Day), as the case may be, next
preceding such Interest 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 such Indenture. Notwithstanding the foregoing, interest payable on this Security at Maturity will be
payable to the person to whom principal is payable.
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 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.
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 an Interest 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 whole or in part, at the Companys option at any time. If the Securities are redeemed prior to the
date that is six months prior to the Maturity date, the Redemption Price for the Securities to be redeemed shall equal the greater of the following amounts, plus, in each case, accrued interest thereon to the Redemption Date:
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100% of the principal amount of such Securities; or |
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as determined by the Independent Investment Banker (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not including any
portion of any payments of interest accrued from the most recent Interest Payment Date to which interest has been paid to the Redemption Date) discounted to the Redemption Date on a semiannual basis at the Adjusted Treasury Rate (as defined below)
plus 25 basis points. |
If the Securities are redeemed on or after the date that is six months prior to the Maturity date,
the redemption price for the Securities to be redeemed will equal 100% of the principal amount of such Securities, plus accrued interest to the Redemption Date.
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The Redemption Price shall be calculated by the Independent Investment Banker assuming a 360-day year consisting of twelve 30-day months.
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Adjusted Treasury Rate means, with respect to any Redemption Date:
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the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated H.15(519) or any successor publication
which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption Treasury Constant Maturities, for
the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining term of the Securities to be redeemed, yields for the two published maturities most closely corresponding to the
Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month); or |
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if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. |
The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the Redemption
Date. The Company shall notify the Trustee, in an Officers Certificate, of the Redemption Price no later than the second Business Day preceding the Redemption Date. The Officers Certificate shall set forth the Redemption Price both as an
aggregate amount for all the Securities to be redeemed and as an amount per $1,000 in principal amount of the Securities to be redeemed, subject to a minimum $2,000 denomination as set forth below.
Comparable Treasury Issue means the U.S. Treasury security selected by the Independent Investment Banker as having a maturity
comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.
Comparable Treasury Price means, with respect to any Redemption Date, (A) the average
of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker obtains fewer than five such Reference Treasury
Dealer Quotations, the average of all such quotations.
Independent Investment Banker means Credit Suisse Securities (USA)
LLC, Morgan Stanley & Co. LLC or UBS Securities LLC and their respective successors, or if they are unwilling or unable to serve in that capacity, an independent investment and banking institution of national standing appointed by the
Company.
Reference Treasury Dealer means each of:
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Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC or UBS Securities LLC and their respective successors; provided that, if any ceases to be a primary U.S. Government securities dealer in the United
States (Primary Treasury Dealer), the Company will substitute another Primary Treasury Dealer; and |
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up to four other Primary Treasury Dealers selected by the Company. |
Reference Treasury
Dealer Quotation means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day preceding such Redemption Date.
Notice of redemption shall be given as provided in Section 1104 of the 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. If the Company elects to partially redeem the Securities, the Trustee will select the Securities to
be redeemed in a manner that it deems fair and appropriate, or in accordance with the applicable procedures of the depositary.
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 Companys 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.
If a
Change of Control Repurchase Event occurs, unless the Company has exercised the Companys right to redeem the Securities as described above, the Company will be required to make an offer to each Holder of the Securities to repurchase all or any
part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holders Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of the Securities repurchased plus any accrued and unpaid
interest on the Securities repurchased to, but not including, the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at the Companys option, prior to any Change of Control, but after the public
announcement of the Change of Control, the Company will mail a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to
repurchase the Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation
of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a
result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached the Companys obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict or compliance.
On the repurchase date following a Change of Control Repurchase Event, the Company will, to the
extent lawful:
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(1) |
accept for payment all the Securities or portions of the Securities properly tendered pursuant to the Companys offer; |
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(2) |
deposit with the paying agent an amount equal to the aggregate purchase price in respect of all the Securities or portions of the Securities properly tendered; and |
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(3) |
deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an officers certificate stating the aggregate principal amount of the Securities being purchased by the Company.
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The paying agent will promptly pay to each holder of the Securities properly tendered the purchase price for the
Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Securities
surrendered; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
The
Company will not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made
by the Company and such third party purchases all the Securities properly tendered and not withdrawn under its offer.
For purposes of the
foregoing description of a repurchase at the option of holders, the following definitions are applicable:
Below Investment Grade
Ratings Event means that on any day within the 60-day period (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for a possible downgrade by
any of the Rating Agencies) after the earlier of (1) the occurrence of a Change of Control; or (2) public notice of the occurrence of a Change of Control or the intention by the Company to effect a Change of Control, the Securities are
rated below Investment Grade by each of the Rating Agencies. Notwithstanding the foregoing, a Below Investment Grade Ratings Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a
particular Change of Control (and thus shall not be deemed a Below Investment Grade Ratings Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this
definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in
respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the ratings event).
Change of Control means the consummation of any transaction (including, without limitation, any merger or consolidation) the
result of which is that any person (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or the Companys subsidiaries, becomes the beneficial owner (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the Companys Voting Stock or other
Voting Stock into which the Companys Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares.
Change of Control Repurchase Event means the occurrence of both a Change of Control
and a Below Investment Grade Ratings Event.
Investment Grade means a rating of Baa3 or better by Moodys (or its
equivalent under any successor rating categories of Moodys); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); or the equivalent Investment Grade credit rating from any additional
Rating Agency or Rating Agencies selected by the Company.
Moodys means Moodys Investors Service, Inc.
Rating Agency means (1) each of Moodys and S&P; and (2) if any of Moodys or S&P ceases to rate the
Securities or fails to make a rating of the Securities publicly available for reasons outside of the Companys control, a nationally recognized statistical rating organization as defined in Section 3(a)(62) of the Exchange Act,
selected by the Company (as certified by a resolution of the Chief Executive Officer or Chief Financial Officer) as a replacement agency for Moodys or S&P, or both of them, as the case may be.
S&P means Standard & Poors Ratings Services, a division of McGraw-Hill
Financial, Inc.
Voting Stock of any specified person (as that term is used in Section 13(d)(3) of the
Exchange Act) as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
The Trustee shall be entitled to deduct FATCA Withholding Tax that it is required to deduct.
For purposes of the foregoing discussion of matters concerning the Trustee, the following definitions are applicable:
FATCA Withholding Tax means any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or
otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations or agreements thereunder or official interpretations thereof) or any intergovernmental agreement between the United States and another jurisdiction facilitating
the implementation thereof (or any law implementing such an intergovernmental agreement).
Code means the U.S. Internal
Revenue Code of 1986, as amended.
The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the
Company on this Security and (b) certain restrictive covenants and the related defaults and Events of Default, upon compliance with certain conditions set forth therein, which provisions shall apply to this Security.
The provisions of Article Fourteen of the Indenture apply to Securities of this series.
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.
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 and integral multiples of $1,000. 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.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.
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Dated: April , 2015 |
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CSX CORPORATION |
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By: |
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Name: |
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Title: |
Attest:
Assistant Corporate Secretary
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District of Columbia |
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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 April, 2015, in the State and County/City aforesaid.
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Notary Public in and for the State and County/City aforesaid |
Printed Name of Notary Public:
TRUSTEES CERTIFICATE OF AUTHENTICATION
This is one of the Securities of a series issued under the Indenture described herein.
Dated:
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee |
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By: |
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Authorized Officer |
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.
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Date: |
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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. |
EXHIBIT A
Schedule of Exchanges
Exhibit 5.1.1
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New York Menlo Park
Washington DC São Paulo
London |
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Paris Madrid
Tokyo Beijing
Hong Kong |
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Davis Polk & Wardwell LLP
450 Lexington Avenue New York, NY 10017 |
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212 450 4000 tel 212 701 5800 fax |
April 21, 2015
Re: |
CSX Corporation $600,000,000 3.950% Notes due 2050 |
CSX Corporation
500 Water Street, 15th Floor
Jacksonville, Florida 32202
Ladies and Gentlemen:
CSX Corporation, a Virginia corporation
(the Company), has filed with the Securities and Exchange Commission a registration statement on Form S-3 (File No. 333-186715) (the Registration Statement) for the purpose of registering under the Securities Act of
1933, as amended (the Securities Act), certain securities, including the Companys $600,000,000 aggregate principal amount of its 3.950% Notes due 2050 (the Securities). The Securities are to be issued pursuant to the
provisions of the Indenture dated as of August 1, 1990, 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.), successor to JPMorgan Chase Bank, N.A. (formerly The
Chase Manhattan Bank), as trustee (the Trustee), as supplemented and amended 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 Fifth Supplemental Indenture dated as of October 27, 2003, the Sixth Supplemental Indenture dated as of September 23, 2004,
the Seventh Supplemental Indenture dated as of April 25, 2007 and the Eighth Supplemental Indenture dated as of March 24, 2010 (collectively, the Indenture). The Securities are to be sold pursuant to the Underwriting Agreement
dated April 16, 2015 (the Underwriting Agreement) among the Company and the several underwriters named therein (the Underwriters).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have
deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry
or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents
that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate
and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
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CSX Corporation |
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2
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April 21, 2015 |
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we
advise you that, in our opinion, assuming the due authorization of the Securities by the Company and assuming the Securities have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for
by the Underwriters pursuant to the Underwriting Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to the (x) enforceability of any waiver of rights under any usury or stay law,
(y) effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (z) validity, legally binding effect or enforceability of any provision that permits holders to collect
any portion of stated principal amount upon acceleration of the Securities to the extent determined to constitute unearned interest.
In connection with
the opinion expressed above, we have assumed that the Company is validly existing as a corporation in good standing under the laws of the State of Virginia. In addition, we have assumed that the Indenture and the Securities (collectively, the
Documents) are valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company). We have also assumed that the execution, delivery and performance by each party to each
Document to which it is a party (a) are within its corporate powers, (b) do not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of such party, (c) require no action
by or in respect of, or filing with, any governmental body, agency or official and (d) do not contravene, or constitute a default under, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement
or other instrument binding upon such party.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the
State of New York, except that we express no opinion as to any law, rule or regulation that is applicable to the Company, the Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any
party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.
We hereby consent to the
filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the caption
Legal Matters in the prospectus supplement which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities
Act.
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Very truly yours, |
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/s/ Davis Polk & Wardwell LLP |
Exhibit 5.1.2
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500 Water Street, 15th Floor, C900
Jacksonville, Florida 32202 (904) 359-7611
(904) 359-3597 (Fax) |
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ELLEN M. FITZSIMMONS
EXECUTIVE VICE PRESIDENT LAW &
PUBLIC AFFAIRS & GENERAL COUNSEL |
April 21, 2015
Re: |
CSX Corporation $600,000,000 3.950% Notes due 2050 |
CSX Corporation
500 Water Street, 15th Floor
Jacksonville, Florida 32202
Ladies and Gentlemen:
I am the Executive Vice
President Law & Public Affairs and Corporate Secretary of CSX Corporation, a Virginia corporation (the Company), and have acted in such capacity in connection with the Registration Statement (No. 333-186715) on
Form S-3ASR (the Registration Statement) filed by the Company pursuant to the Securities Act of 1933, as amended (the Securities Act) for the registration by the Company of $600,000,000 aggregate principal
amount of the Companys 3.950% Notes due 2050 (the Securities), pursuant to the indenture, dated as of August 1, 1990, 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.), successor to JPMorgan Chase Bank, N.A., (formerly known as The Chase Manhattan Bank), as trustee (the Trustee), as supplemented by a First Supplemental Indenture dated as of June 15, 1991, a
Second Supplemental Indenture dated as of May 6, 1997, a Third Supplemental Indenture dated as of April 22, 1998, a Fourth Supplemental Indenture dated as of October 30, 2001, a Fifth Supplemental Indenture dated as of
October 27, 2003, a Sixth Supplemental Indenture dated as of September 23, 2004, a Seventh Supplemental Indenture dated as of April 25, 2007 and an Eighth Supplemental Indenture dated as of March 24, 2010 (collectively, the
Indenture).
In connection with the foregoing, I have made such legal and factual examinations and inquiries
as I have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the following opinions, I have relied, as
to matters of fact, upon certificates of responsible officers of the Company and certificates of public officials. I have assumed the authenticity of all documents submitted to me as originals and the conformity to the originals of documents
submitted as certified or photostatic copies. I have further assumed the genuineness of signatures not witnessed by me.
Based upon and
subject to the foregoing and to the further limitations and qualifications stated below, I am of the opinion that:
1. The Company has
been duly incorporated and is an existing corporation in good standing under the laws of the Commonwealth of Virginia, with corporate power to enter into, and perform the obligations under, the Securities and the Indenture.
2. The Indenture has been duly authorized, executed and delivered by the Company.
3. The Company has taken all necessary corporate action required to be taken pursuant to the laws of the Commonwealth of Virginia to authorize
the execution and delivery of the Securities.
The opinions expressed above are based upon the facts and circumstances in existence as of
the date of this letter and upon Virginia and federal law in existence also as of the date of this letter.
I hereby consent to the filing
of this opinion as an exhibit to a report on Form 8-K filed by the Company on the date hereof and its incorporation by reference into the Registration Statement. In addition, I consent to the reference to my name under the caption Legal
Matters in the prospectus supplement, which is a part of the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.
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Very truly yours, |
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/s/ Ellen M. Fitzsimmons |
Ellen M. Fitzsimmons |
Exhibit 12.1
Computation of Ratio of Earnings to Fixed Charges
CSX Corporation
Ratio of Earnings
to Fixed Charges
(Millions of Dollars)
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For the Three Months Ended March 27, 2015 |
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For the Fiscal Years Ended |
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Dec. 26, 2014 |
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Dec. 27, 2013 |
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Dec. 28, 2012 |
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Dec. 30, 2011 |
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Dec. 31, 2010 |
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EARNINGS: |
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Earnings before Income Taxes |
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$ |
711 |
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3,044 |
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$ |
2,922 |
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$ |
2,971 |
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$ |
2,940 |
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$ |
2,527 |
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Interest Expense |
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134 |
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545 |
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561 |
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566 |
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552 |
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557 |
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Amortization of debt discount |
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(1 |
) |
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(3 |
) |
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(3 |
) |
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(3 |
) |
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(3 |
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(3 |
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Interest Portion of Fixed Rent |
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21 |
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21 |
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26 |
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27 |
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29 |
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31 |
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Undistributed Earnings of Unconsolidated Subsidiaries |
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(5 |
) |
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(43 |
) |
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(42 |
) |
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(29 |
) |
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(30 |
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(33 |
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Earnings, as Adjusted |
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$ |
860 |
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3,564 |
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$ |
3,464 |
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$ |
3,532 |
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$ |
3,488 |
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$ |
3,079 |
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FIXED CHARGES: |
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Interest Expense |
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$ |
134 |
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545 |
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$ |
561 |
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$ |
566 |
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$ |
552 |
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$ |
557 |
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Capitalized Interest |
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8 |
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26 |
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21 |
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20 |
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15 |
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10 |
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Amortization of debt discount |
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(1 |
) |
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(3 |
) |
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(3 |
) |
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(3 |
) |
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(3 |
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(3 |
) |
Interest Portion of Fixed Rent |
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21 |
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21 |
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26 |
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27 |
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29 |
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31 |
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Fixed Charges |
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$ |
162 |
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590 |
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$ |
606 |
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$ |
610 |
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$ |
593 |
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$ |
595 |
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Ratio of Earnings to Fixed Charges |
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5.3x |
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6.0x |
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5.7x |
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5.8x |
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5.9x |
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5.2x |
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