ASSIGNMENT AND AMENDMENT AGREEMENT

Exhibit 10.32

ASSIGNMENT AND AMENDMENT AGREEMENT

          THIS ASSIGNMENT AND AMENDMENT AGREEMENT (this “Assignment and Amendment”), dated as of July 18, 2003, is among CNX FUNDING CORPORATION (the “Seller”), BEETHOVEN FUNDING CORPORATION (“Beethoven”), as assignee, DRESDNER BANK AG, NEW YORK BRANCH (“Dresdner”), as conduit agent for Beethoven (the “Beethoven Conduit Agent”), MARKET STREET FUNDING CORPORATION (“Market Street”), as assignor, and PNC BANK, NATIONAL ASSOCIATION, as agent for Market Street (in such capacity, “PNC”) and as administrator (in such capacity, the “Administrator”).

BACKGROUND

          The Seller and various others are parties to a certain Receivables Purchase Agreement dated as of April 30, 2003 (as amended through the date hereof, the “Receivables Purchase Agreement”). Capitalized terms used and not otherwise defined herein have the respective meaning assigned to such terms in the Receivables Purchase Agreement.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE I

ASSIGNMENT AND ASSUMPTION

          SECTION 1.1 Pursuant to Section 6.3 of the Receivables Purchase Agreement (including as amended hereby), the Seller desires the Beethoven and Dresdner to become parties to the Receivables Purchase Agreement as a Conduit Purchaser and Conduit Agent, respectively, and upon the terms and subject to the conditions set forth in the Receivables Purchase Agreement, Beethoven and Dresdner agree to become parties in such capacity thereunder.

          Seller hereby represents and warrants to each of Beethoven, Dresdner, the Administrator and Market Street as of the date hereof, as follows:

          SECTION 1.2  Upon execution and delivery of this Assignment and Amendment by the Seller, Beethoven, Dresdner, the Administrator and Market Street, and receipt by the Administrator of counterparts of this Assignment and Amendment (whether by facsimile or otherwise) executed by each of the parties hereto, each of Beethoven and Dresdner shall become a party to, and have the rights and obligations of a Conduit Purchaser and Conduit Agent, respectively, under the Receivables Purchase Agreement and Market Street and PNC as the Conduit Agent for Market Street shall, to the extent of the interest assigned by Market Street hereunder, relinquish their rights and interest (other than the right to receive payments which accrued in favor of Market Street prior to but not including the date hereof) and be released for their obligations in respect thereof under the Receivables Purchase Agreement.

          SECTION 1.3

                    (a)         Market Street (the “Assignor”) hereby sells and assigns to Beethoven (the “Assignee”) without recourse and without representation or warranty (except that it is the sole owner of its right, title and interest in and to the portion of Purchased Interest being transferred hereunder free of any Adverse Claim), and the Assignee hereby purchases and assumes from the Assignor, that portion of the Assignor’s interest in and to the Purchased Interest and that portion of the Assignor’s other rights and obligations under the Receivables Purchase Agreement as of the date hereof equal to the following:

         The Commitments of Assignor and the Assignee shall be as set forth on the signature page hereto.

                    (b)         The Assignor hereby instructs the Administrator to make all payments from and after the date hereof in respect of the portion of the Purchased Interest assigned hereby directly to the Assignee. The Assignor and the Assignee agree that all Discount and fees accrued up to, but not including, the date hereof are the property of the Assignor, and not the Assignee. The Assignee agrees that, upon receipt of any such Discount or fees, the Assignee will promptly remit the same to the Assignor.

                    (c)         On the date hereof, the Assignee shall pay to the Assignor, in immediately available funds, an amount equal to the purchase price of the portion of the Purchased Interest assigned hereunder in accordance with the following payment instructions:

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                    (d)         All notices and other communications delivered or to be delivered hereunder or under the Receivables Purchase Agreement to Beethoven and Dresdner shall be sent or delivered to such Person at the address set forth under their names on the signature pages hereof.

ARTICLE II

AMENDMENTS

          Each of the parties hereto hereby desire to amend the Receivables Purchase Agreement as follows:

          SECTION 2.1 Section 1.1(a) of the Receivables Purchase Agreement is hereby amended by adding the word “not” between the words “would” and “exceed” in the last line thereof.

          SECTION 2.2 Clause (ii) of the definition of “Excess Concentration” set forth in Exhibit I of the Receivables Purchase Agreement is hereby amended in its entirety as follows:

          SECTION 2.3 Article V of the Receivables Purchase Agreement is hereby amended by adding thereto the following new Sections:

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          SECTION 2.4  Section 6.1 of the Receivables Purchase Agreement is hereby amended, by adding thereto the following two new paragraphs:

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           SECTION 2.5  Section 6.3(b) of the Receivables Purchase Agreement is hereby amended in its entirety as follows:

           SECTION 2.6  Section 2 of Exhibit IV to the Receivables Purchase Agreement is hereby amended, by adding to the end thereof the following new paragraph (l):

           SECTION 2.7  Schedule V to the Receivables Purchase Agreement is hereby amended in its entirety as follows:

ARTICLE III

MISCELLANEOUS

         SECTION 3.1  Representations and Warranties. Each of the Seller and the Servicer hereby represents and warrants to the Conduit Purchasers (including Market Street and Beethoven), the Conduit Agents (including PNC and Dresdner) and the Administrator that the representations and warranties of such Person contained in Exhibit III to the Receivables Purchase Agreement (including as amended hereby) are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties

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were true and correct as of such earlier date), and that as of the date hereof, no Termination Event or Unmatured Termination Event has occurred and is continuing or will result from this Assignment and Amendment.

         SECTION 3.2  No Petition. Each party hereto hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The covenant contained in this paragraph shall survive any termination of the Receivables Purchase Agreement.

         SECTION 3.3  Effect of Amendment. All provisions of the Receivables Purchase Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect and are hereby ratified and confirmed in all respects. After this Amendment becomes effective, all references in the Receivables Purchase Agreement (or in any other Transaction Document) to “this Agreement”, “hereof”, “herein” or words of similar effect referring to the Receivables Purchase Agreement shall be deemed to be references to the Receivables Purchase Agreement as amended by this Assignment and Amendment. This Assignment and Amendment 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. In addition, notwithstanding anything herein or in the Receivables Purchase Agreement or other Transaction Documents to the contrary, each of the parties hereto, hereby consents and agrees to (i) the assignment and amendments contemplated hereby and (ii) that all of the provisions in the Receivables Purchase Agreement and the other Transaction Documents shall be interpreted so as to give effect to the intent of the parties hereto as set forth in this Assignment and Amendment.

         SECTION 3.4  Effectiveness. This Assignment and Amendment shall become effective as of the date hereof upon receipt by the Administrator and Dresdner of the following (each, in form and substance satisfactory to the Administrator and Dresdner):

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         SECTION 3.5  Counterparts. This Assignment and 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 3.6  Governing Law. This Assignment and Amendment shall be governed by, and construed in accordance with, the laws of the State of New York (including Section 5-1401 of the General Obligations Laws of the State of New York, but otherwise without regard to conflicts of law principles).

         SECTION 3.7  Section Headings. The various headings of this Assignment and Amendment are included for convenience only and shall not affect the meaning or interpretation of this Assignment and Amendment, the Receivables Purchase Agreement or any provision hereof or thereof.

         SECTION 3.8  Amendments. This Assignment and Amendment may not be amended, supplemented or waived except pursuant to a writing signed by the party to be charged.

(continued on following page)

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         IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Amendment by their duly authorized officers as of the date first above written.