FORM OF UNDERWRITING AGREEMENT FOR DEBT SECURITIES] CSX CORPORATION $[AMOUNT OF OFFERING] [TITLE OF SECURITIES] UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2019 • CSX Transportation Inc • Railroads, line-haul operating • New York
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 Representative (the “Representative”), $[AMOUNT] principal amount of its [TITLE OF SECURITIES] (the “Securities”). The Securities 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 Septembe
New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Davis Polk & Wardwell LLP 212 450 4000 tel New York, NY 10017CSX Transportation Inc • February 12th, 2019 • Railroads, line-haul operating
CSX Corporation, a Virginia corporation (the “Company”), CSX Transportation, Inc., a Virginia corporation and a wholly owned subsidiary of the Company (“CSXT”) and CSX Capital Trust I, a statutory business trust created under the Business Trust Act of the State of Delaware (the “Trust”) are filing with the Securities and Exchange Commission a Registration Statement on Form S-3 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), (i) (a) shares of common stock, par value $1.00 per share (the “Common Stock”) of the Company; (b) shares of preferred stock, without par value (the “Preferred Stock”), of the Company; (c) the Company’s senior debt securities and subordinated debt securities (collectively, the “CSX Debt Securities”), which may be issued pursuant to a senior debt indenture between the Company and The Bank of New York Mellon Trust Company, N.A. as trustee (the “Senior Debt Trustee”) (the “Senior Debt In
CSX CORPORATION AND THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of June 15, 1991 Senior SecuritiesIndenture • February 12th, 2019 • CSX Transportation Inc • Railroads, line-haul operating
FIRST SUPPLEMENTAL INDENTURE, dated as of June 15, 1991 between CSX Corporation, a Virginia corporation (the “Company”), and The Chase Manhattan Bank (National Association), a national banking association, as Trustee (the “Trustee”).
CSX CORPORATION AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee NINTH SUPPLEMENTAL INDENTURE Dated as of February 12, 2019CSX Transportation Inc • February 12th, 2019 • Railroads, line-haul operating • New York
NINTH SUPPLEMENTAL INDENTURE dated as of February 12, 2019 between CSX Corporation, a Virginia corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon, formerly The Bank of New York, successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan Bank), a New York banking corporation, as trustee (the “Trustee”).
