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As Of Filer Filing For·On·As Docs:Size 2/17/10 Norfolk Southern Corp 10-K 12/31/09 47:8.7M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.37M
2: 10-K Annual Report -- nsc09 PDF 1.43M
3: EX-1 Underwriting Agreement HTML 17K
4: EX-2 Plan of Acquisition, Reorganization, Arrangement, HTML 51K
Liquidation or Succession
5: EX-3 Articles of Incorporation/Organization or Bylaws HTML 307K
6: EX-4 Instrument Defining the Rights of Security Holders HTML 36K
7: EX-5 Opinion of Counsel re: Legality HTML 61K
9: EX-8 Opinion of Counsel re: Tax Matters HTML 17K
10: EX-9 Voting Trust Agreement HTML 36K
11: EX-10 Material Contract HTML 18K
8: EX-7 Letter re: Non-Reliance on a Previously Issued HTML 50K
Audit Report or Completed Interim Review
12: EX-11 Statement re: Computation of Earnings Per Share HTML 17K
37: XML IDEA XML File -- Definitions and References XML 73K
43: XML IDEA XML File -- Filing Summary XML 58K
41: XML.R1 Consolidated Statements of Income XML 161K
42: XML.R2 Consolidated Balance Sheets XML 216K
26: XML.R3 Consolidated Balance Sheets (Parenthetical) XML 50K
31: XML.R4 Consolidated Statements of Cash Flows XML 286K
35: XML.R5 Consolidated Statements of Changes in Stockholders XML 302K
Equity
34: XML.R6 Consolidated Statements of Changes in Stockholders XML 52K
Equity (Parenthetical)
46: XML.R7 Summary of Significant Accounting Policies XML 53K
22: XML.R8 Other Income - Net XML 84K
33: XML.R9 Income Taxes XML 214K
21: XML.R10 Fair Value XML 62K
20: XML.R11 Investments XML 75K
25: XML.R12 Properties XML 64K
39: XML.R13 Current Liabilities XML 65K
27: XML.R14 Debt XML 92K
28: XML.R15 Lease Commitments XML 73K
32: XML.R16 Other Liabilities XML 53K
47: XML.R17 Pension and Other Postretirement Benefits XML 341K
24: XML.R18 Stock-based Compensation XML 171K
19: XML.R19 Stockholders' Equity XML 179K
30: XML.R20 Stock Repurchase Program XML 32K
38: XML.R21 Earnings Per Share XML 78K
23: XML.R22 Derivative Financial Instruments XML 35K
36: XML.R23 Commitments and Contingencies XML 58K
29: XML.R24 Schedule of Valuation and Qualifying Accounts XML 193K
45: XML.R25 Document Information XML 39K
40: XML.R26 Entity Information XML 111K
44: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 119K
13: EX-101.INS XBRL Instance -- nsc-20091231 XML 1.56M
15: EX-101.CAL XBRL Calculations -- nsc-20091231_cal XML 103K
16: EX-101.DEF XBRL Definitions -- nsc-20091231_def XML 806K
17: EX-101.LAB XBRL Labels -- nsc-20091231_lab XML 357K
18: EX-101.PRE XBRL Presentations -- nsc-20091231_pre XML 255K
14: EX-101.SCH XBRL Schema -- nsc-20091231 XSD 59K
Exhibit 10(xx)
Execution version
AMENDMENT NO. 5 TO
TRANSFER AND ADMINISTRATION AGREEMENT
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).
WHEREAS, the SPV, the Originator, NSC, the Conduit Investors, the Committed Investors, the Managing Agents and the Administrative Agent are parties to that certain Transfer and Administration Agreement dated as of November 8, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the "Transfer and Administration Agreement");
WHEREAS, the parties to the Transfer and Administration Agreement hereto have agreed to amend the Transfer and Administration Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Amendments to the Transfer and Administration Agreement. Effective as of the date first written above and subject to the execution of this Amendment by the parties hereto and the satisfaction of the conditions precedent set forth in Section 3 below, the Transfer and Administration Agreement is hereby amended as follows:
1.1. Section 1.1 of the Transfer and Administration Agreement is hereby amended by deleting the defined term "Debt Rating" thereof.
1.2. Section 1.1 of the Transfer and Administration Agreement is hereby amended by adding the following new defined terms in the appropriate alphabetical order:
"Long Term Debt Rating" means, with respect to any Obligor at any time, the senior unsecured long term debt rating assigned by S&P or Moody's for such Obligor, in each case without giving effect to any third party credit enhancement.
"Short Term Debt Rating" means, with respect to any Obligor at any time, the senior unsecured short term debt rating assigned by S&P or Moody's for such Obligor, in each case without giving effect to any third party credit enhancement.
1.3. The definition of "Ratings Event" set forth is Section 1.1 of the Transfer and Administration Agreement is hereby amended and restated in its entirety as follows:
"Ratings Event" means, with respect to an Obligor, any of the following events shall have occurred: (i) such Obligor does not have a Long Term Debt Rating of at least "Baa3" and does not have a Short Term Debt Rating of at least "P3" by Moody's or (ii) such Obligor does not have a Long Term Debt Rating of at least "BBB-" and does not have a Short Term Debt Rating of at least "A3" by S&P.
Section 2. Certain Agreement of the Parties. Notwithstanding anything to the contrary in the Transfer and Administration Agreement, the parties hereto hereby agree that, solely for the purposes of the Servicer Report covering November 2009, the $129,414,437.12 reduction of the Unpaid Balances of the Receivables owing from Virginia Electric and Power Company resulting from the final order and judgment entered as of November 13, 2009, in Norfolk Southern Railway Company v. Virginia Electric and Power Company, No. 03000227-00, Circuit Court of Halifax County, VA, shall not constitute Dilution.
Section 3. Conditions Precedent. This Amendment shall become effective and be deemed effective, as of the date first above written, upon the later to occur of (i) the date hereof and (ii) receipt by the Agent of one copy of this Amendment duly executed by each of the parties hereto.
Section 4. Reference to and Effect on the Transfer and Administration Agreement. From and after the effective date hereof, each reference in the Transfer and Administration Agreement to "this Agreement," "hereunder," "hereof," "herein," "hereby" or words of like import shall mean and be a reference to the Transfer and Administration Agreement as amended hereby, and each reference to the Transfer and Administration Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Transfer and Administration Agreement shall mean and be a reference to the Transfer and Administration Agreement as amended hereby.
Section 5. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).
Section 6. Execution of Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Section 7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above.
THOROUGHBRED FUNDING, INC.,
as SPV
By: __/s/ Marta R. Stewart___________________
Name: Marta R. Stewart
Title: Chairman & President
NORFOLK SOUTHERN RAILWAY COMPANY,
as Originator and as Servicer
By: ___/s/ Marta R. Stewart__________________
Name: Marta R. Stewart
Title: Vice President & Treasurer
NORFOLK SOUTHERN CORPORATION
By: __/s/ Marta R. Stewart__________________
Name: Marta R. Stewart
Title: Vice President & Treasurer
as Administrative Agent, a Managing Agent and a Committed Investor
By: _/s/ John M. Kuhns______________________
Name: John M. Kuhns
Title: Executive Director
CHARIOT FUNDING LLC,
as a Conduit Investor
By: JPMorgan Chase Bank, N.A.,
its Attorney-in-Fact
By: __/s/ John M. Kuhns_____________________
Name: John M. Kuhns
Title: Executive Director
BANK OF AMERICA, NATIONAL ASSOCIATION,
as a Managing Agent and a Committed Investor
By: __/s/ Steven Maysonet___________________
Name: Steven Maysonet
Title: Vice President
YC SUSI TRUST,
as a Conduit Investor
By: Bank of America, National Association,
as Administrative Trustee
By: __/s/ Steven Maysonet__________________
Name: Steven Maysonet
Title: Vice President
VICTORY RECEIVABLES CORPORATION,
as a Conduit Investor
By:__/s/ David V. DeAngelis_____________
Name: David V. DeAngelis
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
NEW YORK BRANCH,
as a Managing Agent
By:__/s/ Van Dusenbury________________
Name: Van Dusenbury
Title: Senior Vice President
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
NEW YORK BRANCH,
as a Committed Investor
By:__/s/ George Stoecklein_____________
Name: George Stoecklein
Title: Authorized Signatory
C:| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/17/10 | |||
| 1/5/10 | 4 | |||
| For Period end: | 12/31/09 | 11-K, 4 | ||
| 11/13/09 | ||||
| 11/8/07 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/05/24 Norfolk Southern Corp. 10-K 12/31/23 117:12M 2/03/23 Norfolk Southern Corp. 10-K 12/31/22 117:15M 2/04/22 Norfolk Southern Corp. 10-K 12/31/21 120:12M 2/04/21 Norfolk Southern Corp. 10-K 12/31/20 120:14M 8/16/10 SEC UPLOAD¶ 10/06/17 1:40K Norfolk Southern Corp. 6/28/10 SEC UPLOAD¶ 10/06/17 1:79K Norfolk Southern Corp. |