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CONSOL Energy Inc – ‘10-K’ for 12/31/07 – EX-10.35

On:  Tuesday, 2/19/08, at 8:59am ET   ·   For:  12/31/07   ·   Accession #:  1193125-8-33184   ·   File #:  1-14901

Previous ‘10-K’:  ‘10-K’ on 2/20/07 for 12/31/06   ·   Next:  ‘10-K’ on 2/17/09 for 12/31/08   ·   Latest:  ‘10-K’ on 2/8/24 for 12/31/23   ·   2 References:   

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/19/08  CONSOL Energy Inc                 10-K       12/31/07   26:5.4M                                   RR Donnelley/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.80M 
 2: EX-4.12     Supplemental Indenture No. 10                       HTML     57K 
 3: EX-10.31    First Amendment to Purchase and Sale Agreement      HTML     65K 
 4: EX-10.32    Second Amendment to Purchase and Sale Agreement     HTML    121K 
 5: EX-10.33    Amended and Restated Receivables Purchase           HTML    471K 
                          Agreement                                              
 6: EX-10.34    First Amendment to Amended and Restated             HTML     32K 
                          Receivables Purchase Agreement                         
 7: EX-10.35    Second Amendment to Amended and Restated            HTML     32K 
                          Receivables Purchase Agreement                         
 8: EX-10.36    Third Amendment to Amended and Restated             HTML     90K 
                          Receivables Purchase Agreement                         
 9: EX-10.38    Amended and Restated Collateral Trust Agreement     HTML    278K 
10: EX-10.39    Continuing Agreement of Guaranty and Suretyship     HTML     69K 
11: EX-10.40    Amended and Restated Pledge Agreement               HTML    163K 
12: EX-10.41    Amended and Restated Security Agreement             HTML    253K 
13: EX-10.43    Amended and Restated Long-Term Incentive Program    HTML     57K 
14: EX-10.49    Amended and Restated 2004 Consol Energy Inc.        HTML     66K 
                          Directors' Deferred Fee Plan                           
15: EX-10.50    Hypothetical Investment Election Form               HTML     20K 
16: EX-10.53    Consol Energy Hypothetical Investment Election      HTML     26K 
                          Form                                                   
17: EX-10.54    Amended and Restated Supplemental Retirement Plan   HTML     89K 
18: EX-12       Computation of Ratio of Earnings to Fixed Charges   HTML     29K 
19: EX-21       Subsidiaries of Consol Energy Inc.                  HTML     19K 
20: EX-23.1     Consent of Pricewaterhousecoopers LLP               HTML     11K 
21: EX-23.2     Consent of Ralph E. Davis Associates, Inc.          HTML     16K 
22: EX-23.3     Consent of Schlumberger Data and Consulting         HTML     15K 
                          Services                                               
23: EX-31.1     Section 302 Certification of the CEO                HTML     15K 
24: EX-31.2     Section 302 Certification of the CFO                HTML     15K 
25: EX-32.1     Section 906 Certification of the CEO                HTML     11K 
26: EX-32.2     Section 906 Certification of the CFO                HTML     11K 


EX-10.35   —   Second Amendment to Amended and Restated Receivables Purchase Agreement


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Second Amendment to Amended and Restated Receivables Purchase Agreement  

Exhibit 10.35

EXECUTION COPY

[CONSOL]

SECOND AMENDMENT TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of July 27, 2007, is entered into among CNX FUNDING CORPORATION, (the “Seller”), CONSOL ENERGY INC. (“CONSOL Energy”), as the initial Servicer (in such capacity, the “Servicer”), the Conduit Purchasers listed on the signature pages hereto, the Purchaser Agents listed on the signature pages hereto, the LC Participants listed on the signature pages hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrator (in such capacity, the “Administrator”) and as LC Bank (in such capacity, the “LC Bank”).

RECITALS

1. Reference is made to that certain Amended and Restated Receivables Purchase Agreement, dated as of April 30, 2007 (the “Agreement”) by and among the parties hereto and the various Sub-Servicers from time to time party thereto; and

2. The parties hereto desire to amend the Agreement as hereinafter set forth.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1. Certain Defined Terms. Capitalized terms that are used but not defined herein shall have the meanings set forth in the Agreement.

SECTION 2. Amendment to the Agreement. Section 4 of Exhibit IV to the Agreement is hereby amended by deleting each reference to the date August 1, 2007 set forth therein and substituting the date September 3, 2007 therefor.

SECTION 3. Representations and Warranties. Each of the Seller, CONSOL Energy and the Servicer hereby represents and warrants to the Administrator, the Purchaser Agents and the Purchasers as follows:

(a) Representations and Warranties. The representations and warranties made by it in the Transaction Documents are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date).

(b) Enforceability. The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, as amended hereby, are within each of its corporate powers and have been duly authorized by all necessary corporate action on its part. This Amendment and the Agreement, as amended hereby, are such Person’s valid and legally binding obligations, enforceable in accordance with its terms.


(c) No Default. Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby, no Termination Event or Unmatured Termination Event exists or shall exist.

SECTION 4. Effect of Amendment. All provisions of the Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement (or in any other Transaction Document) to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Agreement other than as set forth herein.

SECTION 5. Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the Administrator of:

(a) counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the other parties hereto; and

(b) such other documents and instruments as the Administrator may reasonably request.

SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York.

SECTION 8. Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof.

[SIGNATURES BEGIN ON NEXT PAGE]

 

- 2 -


IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

 

SELLER:     CNX FUNDING CORPORATION
      By:    
        Name:    
        Title:    
        Address:  

300 Delaware Avenue

Suite 567

Wilmington, DE 19801

        Attention:   Treasurer
        Telephone:  
        Facsimile:  
INITIAL SERVICER:     CONSOL ENERGY INC.
      By:    
        Name:    
        Title:    
        Address:  

CONSOL Plaza

1800 Washington Road

Pittsburgh, PA 15241

        Attention:   Treasurer
        Telephone:   412-831-4128
        Facsimile:   412-831-4151

 

   S-1    Second Amendment to A&R RPA (CONSOL)


MARKET STREET FUNDING LLC, as a Conduit Purchaser
By:    
Name:  
Title:  

PNC BANK, NATIONAL ASSOCIATION,

as Administrator and as Purchaser Agent for Market Street

By:    
Name:  
Title:  

PNC BANK, NATIONAL ASSOCIATION,

as the LC Bank and as an LC Participant

By:    
Name:  
Title:  

 

   S-2    Second Amendment to A&R RPA (CONSOL)


LIBERTY STREET FUNDING LLC, as a Conduit Purchaser
By:    
Name:  
Title:  
THE BANK OF NOVA SCOTIA, as Purchaser Agent for Liberty Street
By:    
Name:  
Title:  

THE BANK OF NOVA SCOTIA,

as an LC Participant

By:    
Name:  
Title:  

 

   S-3    Second Amendment to A&R RPA (CONSOL)

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/19/084,  4/A,  8-K,  8-K/A
For Period End:12/31/0711-K
9/3/07
8/1/0710-Q,  4
7/27/074
4/30/0710-Q,  4
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/10/22  CNX Resources Corp.               10-K       12/31/21  152:21M
 2/09/21  CNX Resources Corp.               10-K       12/31/20  160:21M
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Filing Submission 0001193125-08-033184   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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