exv10w1



 






Exhibit 10.1




Execution Copy




SECOND AMENDMENT

to

RECEIVABLES PURCHASE AGREEMENT

Dated as of May 13, 2005




          THIS SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (the “Amendment”) is entered
into as of May 13, 2005 by and among (i) COLUMBIA OF OHIO RECEIVABLES CORPORATION, a Delaware
corporation, as Seller, (ii) BEETHOVEN FUNDING CORPORATION, a Delaware corporation, as the
Purchaser, (iii) DRESDNER BANK AG, NEW YORK BRANCH, as Agent for the Purchaser, and (iv) COLUMBIA
GAS OF OHIO, INC., an Ohio corporation, as Servicer.




PRELIMINARY STATEMENT




          A. The Purchaser, the Seller, the Servicer and the Agent are parties to that certain
Receivables Purchase Agreement dated as of May 14, 2004 (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “RPA”). Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to them in the RPA.




          B. The Purchaser, the Seller, the Servicer and the Agent have agreed to amend the RPA, subject
to the terms and conditions hereinafter set forth.




          NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:




          SECTION 1. Amendment. Effective as of the date hereof, subject to the satisfaction
of the conditions precedent set forth in Section 2 below, the defined term “Scheduled
Commitment Termination Date” is hereby amended to delete the date “May 13, 2005” set forth therein
and to substitute the date “May 12, 2006” therefor.




          SECTION 2. Condition Precedent. This Amendment shall become effective and be deemed
effective, as of the date first above written, upon receipt by the Agent of four (4) copies of this
Amendment duly executed by each of the parties hereto.




          SECTION 3. Covenants, Representations and Warranties of the Seller and Servicer.




          3.1 Upon the effectiveness of this Amendment, each of the Seller and the Servicer hereby
reaffirms all covenants, representations and warranties made by it, to the extent the same are not
amended hereby, in the RPA and agrees that all such covenants, representations and warranties shall
be deemed to have been re-made as of the effective date of this Amendment.




 









 








          3.2 Each of the Seller and the Servicer hereby represents and warrants that this
Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance
with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights generally and general
principles of equity which may limit the availability of equitable remedies.




          SECTION 4. Reference to and Effect on the RPA.




          4.1 Upon the effectiveness of this Amendment, each reference in the RPA to “this Agreement,”
“hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to
the RPA as amended hereby, and each reference to the RPA in any other document, instrument or
agreement executed and/or delivered in connection with the RPA shall mean and be a reference to the
RPA as amended hereby.




          4.2 Except as specifically amended hereby, the RPA and other documents, instruments and
agreements executed and/or delivered in connection therewith shall remain in full force and effect
and are hereby ratified and confirmed.




          4.3 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of the Purchasers or the Liquidity Agent under the RPA or any of the
other Transaction Documents, nor constitute a waiver of any provision contained therein, except as
specifically set forth herein.




          SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




          SECTION 6. Execution in 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 and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument.




          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.




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Exhibit 10.1




          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the date
first set forth above by their respective officers thereto duly authorized, to be effective as
hereinabove provided.




	 	 	 	 	 	 	 
	SELLER:	 	COLUMBIA OF OHIO RECEIVABLES CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/
	 	David J. Vajda
	 

	 	 	 	 	 	Name: David J. Vajda
	 

	 	 	 	 	 	Title: Vice President & Treasurer
	 
	 	 	 	 	 	 
	SERVICER:	 	COLUMBIA GAS OF OHIO, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/
	 	David J. Vajda
	 

	 	 	 	 	 	Name: David J. Vajda
	 

	 	 	 	 	 	Title: Vice President & Treasurer
	 
	 	 	 	 	 	 
	AGENT:	 	DRESDNER BANK AG, NEW YORK BRANCH
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/
	 	 David O. Taylor
	 

	 	 	 	 	 	Name: David O. Taylor
	 

	 	 	 	 	 	Title: Vice President
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/
	 	Roman Mazo
	 

	 	 	 	 	 	Name: Roman Mazo
	 

	 	 	 	 	 	Title: Vice President
	 
	 	 	 	 	 	 
	PURCHASER:	 	BEETHOVEN FUNDING CORPORATION,
	 	 	By: Dresdner Bank AG, New York Branch, as attorney in fact
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/
	 	 David O. Taylor
	 

	 	 	 	 	 	Name: David O. Taylor
	 

	 	 	 	 	 	Title: Vice President
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/
	 	 Roman Mazo
	 

	 	 	 	 	 	Name: Roman Mazo
	 

	 	 	 	 	 	Title: Vice President







Signature Page to Second
Amendment to Columbia Gas RPA