AMENDMENT NO. 2 TO TRANSFER AND ADMINISTRATION AGREEMENTTransfer and Administration Agreement • August 3rd, 2009 • Norfolk Southern Corp • Railroads, line-haul operating
THIS AMENDMENT NO. 2 TO TRANSFER AND ADMINISTRATION AGREEMENT (this "Amendment"), dated as of May 19, 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).
