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CSX > SEC Filings for CSX > Form 8-K on 17-Dec-2007All Recent SEC Filings

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Form 8-K for CSX CORP


17-Dec-2007

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or


Item 1.01. Entry into a Material Definitive Agreement.

On December 10, 2007, CSX Transportation, Inc., (the "Company") and CSX Corporation, the Company's parent, entered into an Underwriting Agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated, as representatives of the Underwriters named therein (the "Underwriters") for the public offering of $380,821,000 aggregate principal amount of the Company's 6.251% Secured Equipment Notes due 2023 (the "2023 Notes"). The 2023 Notes were issued pursuant to a Base Indenture, dated as of December 13, 2007, between the Company and The Bank of New York Trust Company, N.A., as trustee, as supplemented by the First Supplemental Indenture dated as of December 13, 2007 (the Base Indenture as supplemented by the First Supplemental Indenture, being herein referred to as the "Indenture"), and an Action of Authorized Pricing Officers of CSX Corporation dated December 10, 2007. The 2023 Notes have been registered under the Securities Act of 1933, as amended (the "Act"), by Post-Effective Amendment No. 1 to a Registration Statement on Form S-3ASR (Registration No. 333-140732), which became effective December 10, 2007. On December 10, 2007, the Company filed with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Act, its Prospectus, dated December 10, 2007, and Prospectus Supplement, dated December 10, 2007, pertaining to the offering and sale of the 2023 Notes.

The form of the 2023 Note the Base Indenture and the First Supplemental Indenture are filed as Exhibits 4.2, 4.3, and 4.4, respectively, to this Report, and are incorporated by reference into 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

(d) Exhibits required to be filed by Item 601 of Regulation S-K.

The following exhibits are filed as a part of this Report.

Exhibit No.    Description
1.1            Underwriting Agreement, dated December 10, 2007, among CSX
               Transportation, Inc., CSX Corporation and Citigroup Global Markets
               Inc. and Morgan Stanley & Co. Incorporated, as representatives of
               the underwriters named therein.
4.1            Action of Authorized Pricing Officers of CSX Corporation dated
               December 10, 2007.
4.2            Form of 2023 Note.
4.3            Base Indenture dated as of December 13, 2007 between CSX
               Transportation, Inc. and The Bank of New York Trust Company, N.A.,
               as trustee.
4.4            First Supplemental Indenture dated as of December 13, 2007 among
               CSX Transportation, Inc., CSX Corporation and The Bank of New York
               Trust Company, N.A., as trustee.
5.1            Opinion of Cravath, Swaine & Moore LLP as to the validity of the
               Notes.
23.1           Consent of Cravath, Swaine & Moore LLP.
25.1           Statement of Eligibility of Trustee.


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