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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 |
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
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]
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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 | |||||||||
Attention: | Treasurer | |||||||||
Telephone: | ||||||||||
Facsimile: | ||||||||||
INITIAL SERVICER: | CONSOL ENERGY INC. | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | ||||||||||
Address: | CONSOL Plaza 1800 Washington Road | |||||||||
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) |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/19/08 | 4, 4/A, 8-K, 8-K/A | ||
For Period End: | 12/31/07 | 11-K | ||
9/3/07 | ||||
8/1/07 | 10-Q, 4 | |||
7/27/07 | 4 | |||
4/30/07 | 10-Q, 4 | |||
List all Filings |
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 |