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Second Amendment to Amended and
Restated
Limited Liability Company Agreement of
Southstar Energy Services LLC
This SECOND
AMENDMENT (the “Amendment”) TO AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT of SOUTHSTAR ENERGY SERVICES
LLC, a Delaware limited liability company (the
“Company”), is made as of this 2nd day of July, 2009,
by and between Georgia Natural Gas Company and Piedmont Energy
Company, as the current Members of the Company.
WHEREAS, the
Members have entered into that certain Amended and Restated Limited
Liability Company Agreement effective as of January 1, 2004,
as amended by that certain First Amendment to Amended and Restated
Limited Liability Company Agreement dated as of July 31, 2006
(as amended, the “Agreement”);
WHEREAS, the
Members are currently involved in litigation related to the meaning
and effect of certain provisions of the Agreement; and
WHEREAS, in
order to give the Members sufficient time to negotiate in good
faith towards a mutually satisfactory settlement of the litigation,
the Members desire to amend the Agreement, as set forth
herein.
NOW THEREFORE,
in consideration of the sum of Ten and No/100 Dollars ($10.00), the
foregoing premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Members agree as follows:
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1.
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All
capitalized terms not otherwise defined in this Amendment shall
have the same meaning as set forth in the Agreement.
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2.
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With respect to the potential
exercise by GNGC of its option rights under Section 12.3(b) of the
Agreement, with an Option Effective Date of January 1, 2010,
the Membe
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