AMENDMENT NO. 1 TO TRANSFER AND ADMINISTRATION AGREEMENTTransfer and Administration Agreement • October 23rd, 2008 • Norfolk Southern Corp • Railroads, line-haul operating
THIS AMENDMENT NO. 1 TO TRANSFER AND ADMINISTRATION AGREEMENT (this "Amendment"), dated as of October 22, 2008, is by and among THOROUGHBRED FUNDING, INC., a Virginia corporation (the "SPV"), NORFOLK SOUTHERN RAILWAY COMPANY, a Virginia corporation, as originator (in such capacity, the "Originator"), and as servicer (in such capacity, the "Servicer"), the "Conduit Investors" from time to time party hereto, the "Committed Investors" from time to time party hereto, the "Managing Agents" from time to time party hereto, JPMORGAN CHASE BANK, N.A., a national banking association ("JPMorgan Chase"), as the Administrative Agent for the Investors and as a Managing Agent, YC SUSI TRUST, a Delaware statutory trust ("YC SUSI Trust") and BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association ("Bank of America") Capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in the Transfer and Administration Agreement (defined below).
