Transfer and Administration Agreement Sample Contracts

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Transfer and Administration Agreement • April 7th, 2004 • CNH Global N V • Construction machinery & equip • New York
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AMENDMENT NO. 34 TO TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • September 22nd, 2022 • Arrow Electronics Inc • Wholesale-electronic parts & equipment, nec • New York

This Transfer and Administration Agreement (this “Agreement”), dated as of March 21, 2001, by and among Arrow Electronics Funding Corporation, a Delaware corporation (the “SPV”), Arrow Electronics, Inc., a New York corporation, individually (“Arrow”) and as initial Master Servicer, the several commercial paper conduits identified on Schedule A and their respective permitted successors and assigns (the “Conduit Investors”; each individually, a “Conduit Investor”), the financial institutions from time to time parties hereto as Alternate Investors, the agent bank set forth opposite the name of each Conduit Investor on Schedule A and its permitted successors and assigns (each a “Funding Agent”) with respect to such Conduit Investor and Alternate Investor, Mizuho Bank, Ltd., as Structuring Agent and Bank of America, National Association, a national banking association (“Bank of America”), as the Administrative Agent for the Conduit Investors and the Alternate Investors. Each Funding Agent,

AMENDMENT NO. 5 to THIRD AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • June 8th, 2023 • Greif, Inc • Metal shipping barrels, drums, kegs & pails • New York

This Third Amended and Restated Transfer and Administration Agreement (this “Agreement”), dated as of September 24, 2019, by and among:

AMENDMENT NUMBER 17 TO TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • March 21st, 2012 • Tech Data Corp • Wholesale-computers & peripheral equipment & software • New York

AMENDMENT NUMBER 17 TO TRANSFER AND ADMINISTRATION AGREEMENT (this “Amendment”), dated as of December 13, 2011 among TECH DATA CORPORATION, a Florida corporation (“Tech Data”), as collection agent (in such capacity, the “Collection Agent”), TECH DATA FINANCE SPV, INC., a Delaware corporation headquartered in California, as transferor (in such capacity, the “Transferor”), LIBERTY STREET FUNDING CORP., a Delaware corporation, (“Liberty”), CHARIOT FUNDING LLC, a Delaware limited liability company, as successor by merger to Falcon Asset Securitization Company LLC (“Falcon” and collectively with Atlantic and Liberty, the “Class Conduits”), THE BANK OF NOVA SCOTIA, a banking corporation organized and existing under the laws of Canada, acting through its New York Agency (“Scotia Bank”), as a Liberty Bank Investor and as agent for Liberty and the Liberty Bank Investors (in such capacity, the “Liberty Agent”), JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, N.A.), a national banking

1 Exhibit 10.8 AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • March 30th, 2000 • Fresenius Medical Care Holdings Inc /Ny/ • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 4 Dated as of February 27, 2023 to EIGHTH AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT Dated as of August 11, 2021
Transfer and Administration Agreement • May 9th, 2023 • Fresenius Medical Care AG & Co. KGaA • Services-misc health & allied services, nec • New York

SCHEDULE I Notice Addresses of Bank Investors ​ ​ SCHEDULE II Commitments of Bank Investors ​ ​ SCHEDULE III Perfection Representations ​ ​ SCHEDULE IV [RESERVED]Account Schedule

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE COMMISSION. THE OMITTED PORTIONS ARE INDICATED BY [**].
Transfer and Administration Agreement • February 25th, 2011 • United Stationers Inc • Wholesale-paper & paper products • New York

This TRANSFER AND ADMINISTRATION AGREEMENT (as amended, modified, supplemented, restated or replaced, this “Agreement”), dated as of March 3, 2009, by and among United Stationers Receivables, LLC, an Illinois limited liability company (the “SPV”), United Stationers Supply Co., an Illinois corporation (the “Originator”), United Stationers Financial Services LLC, an Illinois limited liability company (the “Seller”) and as Servicer, Enterprise Funding Company LLC, a Delaware limited liability company (“Enterprise Funding”), as a Conduit Investor, Market Street Funding LLC, a Delaware limited liability company (“Market Street”, each of Enterprise Funding and Market Street a “Conduit Investor” and, collectively, the “Conduit Investors”), Bank of America, National Association, a national banking association (“Bank of America”), as Agent, as a Class Agent and as an Alternate Investor, PNC Bank, National Association (“PNC Bank”), as a Class Agent and as an Alternate Investor, and the financial

EXHIBIT 4.10 TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • August 16th, 1999 • Unova Inc • Special industry machinery (no metalworking machinery) • New York
EXHIBIT 10YY SECOND AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • September 14th, 1999 • Tech Data Corp • Wholesale-computers & peripheral equipment & software • New York
TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • March 29th, 2002 • Arrow Electronics Inc • Wholesale-electronic parts & equipment, nec • New York
EX-99 2 dex99.htm AMENDMENT NO. 7 TO TRANSFER AND ADMINISTRATION AGREEMENT EXECUTION COPY AMENDMENT NO. 7 TO TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • May 5th, 2020

THIS AMENDMENT NO. 7 TO TRANSFER AND ADMINISTRATION AGREEMENT (this “Amendment”), dated as of October 21, 2010, 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. 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).

TRANSFER AND ADMINISTRATION AGREEMENT by and among UNITED STATIONERS RECEIVABLES, LLC, UNITED STATIONERS SUPPLY CO., as Originator, UNITED STATIONERS FINANCIAL SERVICES LLC, as Seller and Servicer, ENTERPRISE FUNDING COMPANY LLC, as a Conduit...
Transfer and Administration Agreement • May 8th, 2009 • United Stationers Inc • Wholesale-paper & paper products • New York

This TRANSFER AND ADMINISTRATION AGREEMENT (as amended, modified, supplemented, restated or replaced, this “Agreement”), dated as of March 3, 2009, by and among United Stationers Receivables, LLC, an Illinois limited liability company (the “SPV”), United Stationers Supply Co., an Illinois corporation (the “Originator”), United Stationers Financial Services LLC, an Illinois limited liability company (the “Seller”) and as Servicer, Enterprise Funding Company LLC, a Delaware limited liability company (“Enterprise Funding”), as a Conduit Investor, Market Street Funding LLC, a Delaware limited liability company (“Market Street”, each of Enterprise Funding and Market Street a “Conduit Investor” and, collectively, the “Conduit Investors”), Bank of America, National Association, a national banking association (“Bank of America”), as Agent, as a Class Agent and as an Alternate Investor, PNC Bank, National Association (“PNC Bank”), as a Class Agent and as an Alternate Investor, and the financial

Contract
Transfer and Administration Agreement • May 5th, 2020 • New York

EX-10.42 3 gef2018q410-kex1042.htm EXHIBIT 10.42 EXHIBIT 10.42 EXECUTION COPY AMENDMENT NO. 2 to SECOND AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT (this “Amendment”), dated as of September 26, 2018, is entered into by and among Greif Receivables Funding LLC, a Delaware limited liability company, as seller (the “SPV”), Greif Packaging LLC (“GP”), a Delaware limited liability company, Delta Petroleum Company, Inc., a Louisiana corporation, and American Flange & Manufacturing Co., Inc., a Delaware corporation, as originators (each, an “Originator” and collectively, the “Originators”), GP, as servicer (in such capacity, the “Servicer”), MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ Ltd.) (“MUFG”), as a Committed Investor, a Managing Agent and an Administrator, and Coöperatieve Rabobank U.A., New York Branch (“Rabobank”), as a Committed Investor, a Managing Agent, an Administr

EXECUTION COPY AMENDMENT NO. 1 TO TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • May 5th, 2020

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).

TWELFTH AMENDMENT Dated as of September 15, 2016 to the TRANSFER AND ADMINISTRATION AGREEMENT Dated as of August 31, 2012
Transfer and Administration Agreement • September 21st, 2016 • Ashland LLC • Wholesale-chemicals & allied products • New York

This TWELFTH AMENDMENT (this “Amendment”) dated as of September 15, 2016 is entered into among ASHLAND INC., a Kentucky corporation (“Ashland” or “Master Servicer”), CVG CAPITAL III LLC, a Delaware limited liability company (“SPV”), the Originators, the Investors, Letter of Credit Issuers, Managing Agents and Administrators party hereto, and THE BANK OF NOVA SCOTIA (“Agent” or “Scotiabank”), as agent for the Investors.

by and among
Transfer and Administration Agreement • May 15th, 2001 • Diebold Inc • Calculating & accounting machines (no electronic computers) • New York
AMENDMENT NO. 6 TO TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • October 29th, 2010 • Norfolk Southern Corp • Railroads, line-haul operating • New York

THIS AMENDMENT NO. 6 TO TRANSFER AND ADMINISTRATION AGREEMENT (this "Amendment"), dated as of August 30, 2010, 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. 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).

AMENDMENT NO. 22 TO TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • February 7th, 2013 • Arrow Electronics Inc • Wholesale-electronic parts & equipment, nec • New York

AMENDMENT NO. 22 TO TRANSFER AND ADMINISTRATION AGREEMENT, dated as of August 29, 2012 (this “Amendment”), to that certain Transfer and Administration Agreement dated as of March 21, 2001, as amended by Amendment No. 1 to Transfer and Administration Agreement dated as of November 30, 2001, Amendment No. 2 to Transfer and Administration Agreement dated as of December 14, 2001, Amendment No. 3 to Transfer and Administration Agreement dated as of March 20, 2002, Amendment No. 4 to Transfer and Administration Agreement dated as of March 29, 2002, Amendment No. 5 to Transfer and Administration Agreement dated as of May 22, 2002, Amendment No. 6 and Limited Waiver to Transfer and Administration Agreement dated as of September 27, 2002, Amendment No. 7 to Transfer and Administration Agreement dated as of February 19, 2003, Amendment No. 8 to Transfer and Administration Agreement dated as of April 14, 2003, Amendment No. 9 to Transfer and Administration Agreement dated as of August 13, 2003, A

AMENDMENT NO. 7 Dated as of April 27, 2007 to THIRD AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT Dated as of October 23, 2003
Transfer and Administration Agreement • October 31st, 2007 • Fresenius Medical Care AG & Co. KGaA • Services-misc health & allied services, nec • New York

THIS AMENDMENT NO. 7 (this “Amendment”) dated as of April 27, 2007 is entered into by and among (i) NMC FUNDING CORPORATION, a Delaware corporation (the “Transferor”), (ii) NATIONAL MEDICAL CARE, INC., a Delaware corporation, as collection agent (the “Collection Agent”), (iii) the “Conduit Investors,” “Bank Investors” and “Administrative Agents” identified on the signature pages hereto, and (iv) WESTLB AG, NEW YORK BRANCH, as agent (the “Agent”).

Contract
Transfer and Administration Agreement • April 29th, 2005 • CNH Global N V • Construction machinery & equip • New York

FIFTH AMENDMENT, dated as of January 11, 2005 (this “Amendment”), to the Amended and Restated Transfer and Administration Agreement (the “Agreement”), dated as of December 15, 2000, as amended as of January 15, 2002, as of January 14, 2003, as of January 13, 2004 and as of April 19, 2004, by and among CNH Capital Receivables LLC (formerly known as CNH Capital Receivables Inc.), a Delaware limited liability company, as transferor (the “Transferor”), CNH Capital America LLC (formerly known as Case Credit Corporation), a Delaware limited liability company (“CNH Capital”), in its individual capacity and as Servicer (the “Servicer”), the several commercial paper conduits listed on Schedule I thereto and their respective permitted successors and assigns (the “CP Conduit Purchasers”), the several banks party thereto (the “APA Banks”), the agent banks party thereto (the “Funding Agents”) and JPMorgan Chase Bank, National Association (formerly known as JPMorgan Chase Bank), as administrative ag

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TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • October 8th, 1999 • Metris Direct Inc • Personal credit institutions • New York
FIRST AMENDMENT Dated as of September 11, 2009 to TRANSFER AND ADMINISTRATION AGREEMENT Dated as of December 8, 2008
Transfer and Administration Agreement • September 18th, 2009 • Greif Inc • Paperboard containers & boxes • New York

This FIRST AMENDMENT (this “Amendment”), dated as of September 11, 2009, is entered into among GREIF PACKAGING LLC, a Delaware limited liability company (“Greif”), GREIF RECEIVABLES FUNDING LLC, a Delaware limited liability company (the “SPV”), the Investors, Managing Agents and Administrators party hereto, and BANK OF AMERICA, N.A., as Agent (the “Agent”).

AMENDMENT NUMBER 10 TO TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • December 5th, 2005 • Tech Data Corp • Wholesale-computers & peripheral equipment & software • New York

AMENDMENT NUMBER 10 TO TRANSFER AND ADMINISTRATION AGREEMENT (this “Amendment”), dated as of September 10, 2005 among TECH DATA CORPORATION, a Florida corporation (“Tech Data”), as collection agent (in such capacity, the “Collection Agent”), TECH DATA FINANCE SPV, INC., a Delaware corporation headquartered in California, as transferor (in such capacity, the “Transferor”), YC SUSI TRUST, a Delaware statutory trust (“SUSI Issuer”), LIBERTY STREET FUNDING CORP., a Delaware corporation, (“Liberty”), AMSTERDAM FUNDING CORPORATION, a Delaware corporation (“AFC”), FALCON ASSET SECURITIZATION CORPORATION, a Delaware corporation, (“Falcon” and collectively with the SUSI Issuer, Atlantic, Liberty, and AFC, the “Class Conduits”), THE BANK OF NOVA SCOTIA, a banking corporation organized and existing under the laws of Canada, acting through its New York Agency (“Scotia Bank”), as a Liberty Bank Investor and as agent for Liberty and the Liberty Bank Investors (in such capacity, the “Liberty Agent”),

FIRST AMENDMENT TO THE TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • February 25th, 2010 • United Stationers Inc • Wholesale-paper & paper products • New York

THIS FIRST AMENDMENT TO THE TRANSFER AND ADMINISTRATION AGREEMENT, dated as of May 14, 2009 (this “Amendment”), is entered into by and among (i) UNITED STATIONERS RECEIVABLES, LLC (the “SPV”), (ii) UNITED STATIONERS SUPPLY CO., as Originator (the “Originator”), (iii) UNITED STATIONERS FINANCIAL SERVICES LLC, as Seller (the “Seller”) and as Servicer (the “Servicer”), (iv) ENTERPRISE FUNDING COMPANY LLC, as a conduit investor (“Enterprise Funding”), (v) MARKET STREET FUNDING LLC, as a conduit investor (“Market Street”), (vi) BANK OF AMERICA, NATIONAL ASSOCIATION, as an Alternate Investor (an “Alternate Investor”) and Agent (the “Agent”) and (vii) PNC BANK, NATIONAL ASSOCIATION, as an Alternate Investor (an “Alternate Investor”). Capitalized terms used and not otherwise defined herein are used as defined in the Transfer and Administration Agreement, including by reference therein, dated as of March 3, 2009 (as amended, amended and restated, supplemented or otherwise modified through the d

AMENDMENT NO. 6 AND LIMITED WAIVER TO TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • March 27th, 2003 • Arrow Electronics Inc • Wholesale-electronic parts & equipment, nec • New York

AMENDMENT NO. 6 AND LIMITED WAIVER TO TRANSFER AND ADMINISTRATION AGREEMENT, dated as of September 27, 2002 (this "Amendment"), to that certain Transfer and Administration Agreement dated as of March 21, 2001, as amended by Amendment No. 1 to the Transfer and Administration Agreement dated as of November 30, 2001, Amendment No. 2 to the Transfer and Administration Agreement dated as of December 14, 2001, Amendment No. 3 to the Transfer and Administration Agreement dated as of March 20, 2002, Amendment No. 4 dated as of March 29, 2002, and Amendment No. 5 dated as of May 22, 2002 (as so amended and in effect, the "TAA"), by and among Arrow Electronics Funding Corporation, a Delaware corporation (the "SPV"), Arrow Electronics, Inc., a New York corporation, individually ("Arrow") and as the initial Master Servicer, the several commercial paper conduits identified on Schedule A to the TAA and their respective permitted successors and assigns (the "Conduit Investors"; each individually, a "

AMENDMENT NUMBER 3 TO TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • June 11th, 2002 • Tech Data Corp • Wholesale-computers & peripheral equipment & software • New York

AMENDMENT NUMBER 3 TO TRANSFER AND ADMINISTRATION AGREEMENT (this “Amendment”), dated as of May 16, 2002 among TECH DATA CORPORATION (“Tech Data”), a Florida corporation (“Tech Data”), as collection agent (in such capacity, the “Collection Agent”), TECH DATA FINANCE SPV, INC., a Delaware corporation headquartered in California, as transferor (in such capacity, the “Transferor”), RECEIVABLES CAPITAL CORPORATION (“RCC”), a Delaware corporation, ATLANTIC ASSET SECURITIZATION CORP., a Delaware corporation (“Atlantic”), LIBERTY STREET FUNDING CORP., a Delaware corporation, (“Liberty”), AMSTERDAM FUNDING CORPORATION, a Delaware corporation (“AFC”), FALCON ASSET SECURITIZATION CORPORATION, a Delaware corporation, (“Falcon”), BLACK FOREST FUNDING CORPORATION, a Delaware corporation, (“Black Forest” and collectively with RCC, Atlantic, Liberty, AFC and Falcon, the “Class Conduits”), CREDIT LYONNAIS NEW YORK BRANCH, a branch duly licensed under the laws of the State of New York of a banking corp

AMENDMENT NO. 6 Dated as of January 19, 2007 to THIRD AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT Dated as of October 23, 2003
Transfer and Administration Agreement • October 31st, 2007 • Fresenius Medical Care AG & Co. KGaA • Services-misc health & allied services, nec • New York

THIS AMENDMENT NO. 6 (this “Amendment”) dated as of January 19, 2007 is entered into by and among (i) NMC FUNDING CORPORATION, a Delaware corporation (the “Transferor”), (ii) NATIONAL MEDICAL CARE, INC., a Delaware corporation, as collection agent (the “Collection Agent”), (iii) the “Conduit Investors,” “Bank Investors” and “Administrative Agents” identified on the signature pages hereto, and (iv) WESTLB AG, NEW YORK BRANCH, as agent (the “Agent”).

AMENDMENT NO. 5 TO TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • February 17th, 2010 • Norfolk Southern Corp • Railroads, line-haul operating • New York

THIS AMENDMENT NO. 5 TO TRANSFER AND ADMINISTRATION AGREEMENT (this "Amendment"), dated as of January 5, 2010, 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. 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).

SECOND AMENDMENT Dated as of January 31, 2020 to the TRANSFER AND ADMINISTRATION AGREEMENT Dated as of November 29, 2016
Transfer and Administration Agreement • February 4th, 2020 • Valvoline Inc • Miscellaneous products of petroleum & coal • New York

This SECOND AMENDMENT (this “Amendment”) dated as of January 31, 2020 is entered into among VALVOLINE LLC, a Delaware limited liability company (“Valvoline” or “Master Servicer”), LEX CAPITAL LLC, a Delaware limited liability company (“SPV”), the Originators, the Investors, Letter of Credit Issuers, Managing Agents and Administrators party hereto, and PNC BANK, NATIONAL ASSOCIATION (“Agent” or “PNC”), as agent for the Investors.

AMENDMENT NO. 9 TO TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • October 22nd, 2012 • Norfolk Southern Corp • Railroads, line-haul operating • New York

THIS AMENDMENT NO. 9 TO TRANSFER AND ADMINISTRATION AGREEMENT (this “Amendment”), dated as of October 18, 2012, 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” party hereto, the “Committed Investors” party hereto, the “Managing Agents” party hereto, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as the Administrative Agent for the Investors, CRC FUNDING, LLC (“CRC Funding”), CAFCO, LLC (“CAFCO”), CHARTA, LLC (“CHARTA”), CIESCO, LLC (“CIESCO” and, together with CRC Funding, CAFCO and CHARTA, collectively the “Citi Conduits” and each a “Citi Conduit”) and CITIBANK, N.A. (“Citi”). 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).

EXHIBIT 2.29 ------------------------------------------------------------------ -------------- THIRD AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • March 2nd, 2004 • Fresenius Medical Care Corp • Services-misc health & allied services, nec • New York
AMENDMENT NO. 4 TO TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • March 27th, 2003 • Arrow Electronics Inc • Wholesale-electronic parts & equipment, nec • New York

AMENDMENT NO. 4 TO TRANSFER AND ADMINISTRATION AGREEMENT (this "Amendment"), dated as of March 29, 2002, to that certain Transfer and Administration Agreement, dated as of March 21, 2001, as amended by Amendment No. 1 to the Transfer and Administration Agreement, dated as of November 30, 2001, Amendment No. 2 to the Transfer and Administration Agreement, dated as of December 14, 2001 and Amendment No. 3 to the Transfer and Administration Agreement, dated as of March 20, 2002 (as in effect on the date hereof, the "TAA"), by and among Arrow Electronics Funding Corporation, a Delaware corporation (the "SPV"), Arrow Electronics, Inc., a New York corporation, individually ("Arrow") and as the initial Master Servicer, the several commercial paper conduits identified on Schedule A to the TAA and their respective permitted successors and assigns (the "Conduit Investors"; each individually, a "Conduit Investor"), the agent bank set forth opposite the name of each Conduit Investor on such Schedu

AMENDMENT NO. 3 TO TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • October 30th, 2009 • Norfolk Southern Corp • Railroads, line-haul operating

THIS AMENDMENT NO. 3 TO TRANSFER AND ADMINISTRATION AGREEMENT (this "Amendment"), dated as of August 21, 2009, 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" party hereto, the "Committed Investors" party hereto and JPMorgan Chase Bank, N.A., a national banking association, as the administrative agent for the Investors (in such capacity, the "Administrative Agent"). 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).

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