CNX-3.31.15-EX10.3


EXECUTION VERSION


[CONSOL]
TWELFTH AMENDMENT TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
THIS TWELFTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of March 27, 2015, is entered into among CNX FUNDING CORPORATION (the “Seller”), CONSOL ENERGY INC. (“CONSOL Energy”), as the initial Servicer (in such capacity, the “Servicer”), the various Sub‐Servicers listed on the signature pages hereto, 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 (“PNC”), 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 (as amended, restated, supplemented or otherwise modified, the “Agreement”) by and among the Seller, the Servicer, the various Sub-Servicers, Conduit Purchasers, Purchaser Agents and LC Participants party thereto, the Administrator and the LC Bank; 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.    Amendments to the Agreement.  The Agreement is hereby amended as follows:
(a)    The definition of “Purchase Limit” set forth in Exhibit I to the Agreement is amended by deleting the amount “$125,000,000” where it appears therein and substituting the amount “$100,000,000” therefor.
(b)    The definition of “Scheduled Commitment Termination Date” set forth in Exhibit I to the Agreement is amended by deleting the date “March 27, 2015” where it appears therein and substituting the date “July 25, 2015” therefor.
(c)    Each Conduit Purchaser’s and LC Participant’s Commitment under the Agreement is hereby reduced to the amount set forth below, and, after giving effect to such reductions, the LC Participants shall have the respective Pro Rata Shares set forth below:
	
		
	Conduit Purchaser
	Commitment

	PNC Bank, National Association
	$55,000,000

	Liberty Street Funding LLC
	$45,000,000






	
			
	LC Participant
	Commitment
	Pro Rata Share

	PNC Bank, National Association
	$55,000,000
	55.00%

	The Bank of Nova Scotia
	$45,000,000
	45.00%






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 counterparts of this Amendment (whether by facsimile, e-mail or otherwise), executed by each of the parties hereto.
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.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
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.    Severability.  If any one or more of the agreements, provisions or terms of this Amendment shall for any reason whatsoever be held invalid or unenforceable, then such agreements, provisions or terms shall be deemed severable from the remaining agreements, provisions and terms of this Amendment and shall in no way affect the validity or enforceability of the provisions of this Amendment or the Agreement.
SECTION 9.    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]


IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.  
	
		
	 
	CNX FUNDING CORPORATION,
as Seller
By:   /s/Donald J. Bromley          
Name: Donald J. Bromley 
Title:   President & Treasurer

	 
	CONSOL ENERGY INC., 
as initial Servicer
By:   /s/Michael C. Hardoby       
Name:   Michael C. Hardoby 
Title:   Vice President – Finance and Acting Treasurer
as a Sub-Servicers:
CONSOL ENERGY SALES COMPANY
CONSOL OF KENTUCKY INC. 
CONSOL PENNSYLVANIA COAL COMPANY LLC
ISLAND CREEK COAL COMPANY
CNX MARINE TERMINALS INC.
FOLA COAL COMPANY, L.L.C.
LITTLE EAGLE COAL COMPANY, L.L.C.
TERRY EAGLE COAL COMPANY, L.L.C.
CONSOL AMONATE FACILITY LLC
CONSOL AMONATE MINING COMPANY LLC
CONSOL BUCHANAN MINING COMPANY LLC
CONSOL MINING COMPANY LLC     


 


By:   /s/Steven T. Aspinall          
Name:    Steven T. Aspinall 
Title:  Treasurer
    






















PNC BANK, NATIONAL ASSOCIATION, 
as Administrator




By:___/s/Mark S. Falcione_____________ 
Name:    Mark S. Falcione 
Title:     Executive Vice President
PNC BANK, NATIONAL ASSOCIATION, 
as a Conduit Purchaser, as the LC Bank and as an LC Participant
By:___/s/Mark S. Falcione_____________ 
Name:    Mark S. Falcione 
Title:     Executive Vice President
PNC BANK, NATIONAL ASSOCIATION, 
as a Purchaser Agent




By:___/s/Mark S. Falcione_____________ 
Name:    Mark S. Falcione 
Title:    Executive Vice President
LIBERTY STREET FUNDING LLC, 
as a Conduit Purchaser
By:___/s/Jill A. Russo_________________ 
Name:    Jill A. Russo     
Title:    Vice President
THE BANK OF NOVA SCOTIA, 
as Purchaser Agent for 
Liberty Street Funding LLC
By:___/s/Norman Last_____________ 
Name:    Norman Last     
Title:    Managing Director
THE BANK OF NOVA SCOTIA, 
as an LC Participant
By:___/s/Norman Last_____________ 
Name:    Norman Last 
Title:    Managing Director

	
			
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