Attached files
EXECUTION VERSION
April 18, 2014
CNX Funding Corporation
2751 Centerville Road
2751 Centerville Road
Suite 315
Wilmington, DE 19808
CONSOL Energy Inc.
CNX Center
1000 CONSOL Energy Drive
Canonsburg, PA 15317
Canonsburg, PA 15317
Re: | Receivables Purchase Agreement – Delinquency Ratio and Default Ratio for March 2014 |
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated Receivables Purchase Agreement, dated as of April 30, 2007 (as amended, restated, supplemented or otherwise modified, the “Receivables Purchase Agreement”) by and among CNX Funding Corporation (the “Seller”), CONSOL Energy Inc. (the “Servicer”), the various Sub-Servicers, Purchasers and Purchaser Agents party thereto, and PNC Bank, National Association, as Administrator (in such capacity, the “Administrator”). Capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in the Receivables Purchase Agreement.
The Seller and the Servicer have advised the other parties hereto that, on March 31, 2014, the aggregate Outstanding Balance of Delinquent Receivables owing by Duke Energy Carolinas LLC and FirstEnergy Generation Corp. was $18,074,335.42 (the “Specified Delinquent Amount”), and the aggregate Outstanding Balance of Delinquent Receivables owing by Duke Energy Carolinas LLC and FirstEnergy Generation Corp. was $15,946,098.35 (the “Specified Defaulted Amount”). At the request of the Seller and the Servicer, the parties hereto agree that the Specified Delinquent Amount shall be excluded from the calculation of the Delinquency Ratio, and the Specified Defaulted Amount shall be excluded from the calculation of the Default Ratio, in each case, solely for March 2014 under the Receivables Purchase Agreement for all purposes (including, without limitation, for purposes of the Information Package to be delivered with respect to such month), notwithstanding anything to the contrary in the Receivables Purchase Agreement’s definition of “Delinquency Ratio” or “Default Ratio” (or any component thereof).
Each of the Seller, the Servicer and the Sub-Servicers hereby represents and warrants to the Administrator, the Purchaser Agents and the Purchasers as follows:
(a) 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) The execution and delivery by such Person of this Agreement, and the performance of each of its obligations under this Agreement and the Receivables Purchase Agreement are within each of its corporate powers and have been duly authorized by all necessary corporate action on its part. This Agreement and the Receivables Purchase Agreement are such Person’s valid and legally binding obligations, enforceable in accordance with its terms.
(c) Both before and immediately after giving effect to this Agreement and the transactions contemplated hereby, no Termination Event or Unmatured Termination Event exists or shall exist.
All provisions of the Receivables Purchase Agreement shall remain in full force and effect. This Agreement shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Receivables Purchase Agreement other than as set forth herein.
This Agreement shall become effective as of the date hereof upon receipt by the Administrator of duly executed counterparts of this Agreement. This Agreement 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. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York.
[SIGNATURES BEGIN ON NEXT PAGE]
Please evidence your agreement to the terms of this Agreement by signing and returning it to the Administrator.
Very truly yours,
PNC BANK, NATIONAL ASSOCIATION,
as Administrator and as a Purchaser Agent
By:
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION,
as a Conduit Purchaser, as the LC Bank and as an LC Participant
By:
Name:
Title:
THE BANK OF NOVA SCOTIA, as Purchaser Agent for Liberty Street Funding LLC
By:
Name:
Title:
THE BANK OF NOVA SCOTIA,
as an LC Participant
By:
Name:
Title:
LIBERTY STREET FUNDING LLC,
as a Conduit Purchaser
By:
Name:
Title:
Acknowledged and Agreed to:
CNX FUNDING CORPORATION,
as Seller
By
Name: Donald J. Bromley
Title: President & Treasurer
CONSOL ENERGY INC.,
as Servicer
By
Name: John M. Reilly
Title: Vice President & Treasurer
CONSOL ENERGY SALES COMPANY,
CONSOL OF KENTUCKY INC.,
CONSOL PENNSYLVANIA COAL COMPANY LLC,
CNX MARINE TERMINALS INC.,
FOLA COAL COMPANY, L.L.C.,
LITTLE EAGLE COAL COMPANY, L.L.C., and
TERRY EAGLE COAL COMPANY, L.L.C.,
as Sub-Servicers
By:
Name: John M. Reilly
Title: Treasurer of each of the foregoing
Name: John M. Reilly
Title: Treasurer of each of the foregoing
ISLAND CREEK COAL COMPANY,
CONSOL AMONATE FACILITY LLC,
CONSOL AMONATE MINING COMPANY LLC,
CONSOL BUCHANAN MINING COMPANY LLC, and
CONSOL MINING COMPANY LLC,
as Sub-Servicers
By:
Name: Steven T. Aspinall
Title: Treasurer of each of the foregoing
Name: Steven T. Aspinall
Title: Treasurer of each of the foregoing
709083462 01901632 | ||