FIRST AMENDED AND RESTATED ASSET PURCHASE AND SALE AGREEMENT dated as of June 28, 2023 between Board of Trustees of the Cincinnati Southern Railway, Norfolk Southern Railway Company and The Cincinnati, New Orleans and Texas Pacific Railway CompanyAsset Purchase and Sale Agreement • July 27th, 2023 • Norfolk Southern Corp • Railroads, line-haul operating • Ohio
THIS FIRST AMENDED AND RESTATED ASSET PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of the 28th day of June, 2023, by and among Norfolk Southern Railway Company, a Virginia corporation ("Buyer"), The Cincinnati, New Orleans and Texas Pacific Railway Company, an Ohio corporation ("CNOTP"), and the Board of Trustees of the Cincinnati Southern Railway, a board of trustees organized under the State of Ohio ("Seller").
Commitment Termination Date Extension RequestCommitment Termination Date Extension Request • July 27th, 2023 • Norfolk Southern Corp • Railroads, line-haul operating
THOROUGHBRED FUNDING, INC. (the “SPV”), pursuant to Section 11.2(e) of the Amended and Restated Transfer and Administration Agreement, dated as of May 28, 2021 (as amended, modified, or supplemented from time to time, the “Agreement”), among the SPV, NORFOLK SOUTHERN RAILWAY COMPANY, individually (the “Originator”) and as initial Servicer, NORFOLK SOUTHERN CORPORATION (“NSC”), the “Conduit Investors” from time to time party thereto, the “Committed Investors” from time to time party thereto, the “Managing Agents” from time to time party thereto and SMBC NIKKO SECURITIES AMERICA, INC. (“SMBC”), as the Administrative Agent for the Investors and as a Managing Agent, hereby requests that the Committed Investor(s) consent to an extension of the Commitment Termination Date and the amendment to the Fee Letter as set forth below on the terms and conditions set forth herein.
