FIRST AMENDMENT
TO
LIMITED LIABILITY PARTNERSHIP
AGREEMENT
FIRST AMENDMENT TO LIMITED LIABILITY
PARTNERSHIP AGREEMENT , dated
6 April, 2009, effective as of 14 November, 2008 (“
First Amendment ”), by and among The Royal Bank of
Scotland plc, a public limited company incorporated in Scotland
(“ RBS ”), Sempra Commodities, Inc, a Delaware
corporation (“ SC ”), Sempra Energy Holdings VII
B.V., a company formed under the laws of the Netherlands (“
SEH VII ”), Sempra Energy, a California corporation
(“ Sempra Energy ”) and RBS Sempra Commodities
LLP, a limited liability partnership formed under the United
Kingdom Limited Liability Partnership Act 2000 (the “
Partnership ”). RBS, SC, SEH VII, Sempra Energy
and the Partnership may be referred to individually as a “
Party ” and collectively as the “ Parties
.”
RECITALS:
WHEREAS , the Parties have entered into a Limited Liability
Partnership Agreement, dated 1 April 2008, (the “
Partnership Agreement ”), providing, among other
things, for the governance of the Partnership and the mutual rights
and duties of its Members; and
WHEREAS, each of the Parties desires to amend and supplement
the Partnership Agreement in certain respects as described in this
First Amendment.
NOW, THEREFORE,
in consideration of the premises and
mutual agreements hereinafter set out and of other consideration
(the receipt and sufficiency of which are acknowledged), the
Parties agree as follows:
1.
Amendment of Schedule 3
. Schedule 3 of the
Partnership Agreement is hereby amended, supplemented and restated
in its entirety to read as set forth on Exhibit A
hereto.
2.
Amendment of Clause 12.2.1
. Clause 12.2.1 of the Partnership
Agreement is hereby amended by the addition of the following
sentence at the end of Clause 12.2.1:
"The provisions of Clause 12.1.7 relating
to resolutions in writing and par
