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.
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
|
