Exhibit 10.6.e
Mr. David
Nakles
The RETEC
Group, Inc.
Corporate One
Office Park
Building II,
Suite 400
4075
Monroeville Boulevard
Monroeville, PA
15146
The RETEC
Group, Inc.
300 Baker
Avenue
Concord, MA
01742
Attn:
President
Re: Second
Modification to that Certain Amended and Restated
Master
Environmental Management Services Agreement
Between Atlanta Gas Light Company ("AGLC") and The Retec Group,
Inc. ("Retec") Dated July 25, 2002
Dear
Gentlemen:
Atlanta Gas
Light Company ("AGLC") hereby proposes to modify the Amended and
Restated Master Environmental Management Services Agreement, as
modified on February 1, 2005 (the "2005 Modified Agreement"), as
follows:
I.
Section 1 Term is hereby amended by deleting the second
sentence and replacing it with the following:
"Subject to the
early termination as set forth in Paragraph 9, this Amended
Agreement shall expire on the close of business on January 31,
2008, or such later date as the parties may agree; provided
however, that upon sixty (60) days prior written notice, AGLC may
extend the term of this Amended Agreement as reasonably necessary
to complete the Remediation Activities."
II.
Section 2 Scope of Services is hereby modified by deleting
all references to "Amended Exhibit 1" and "Amended Exhibit 2" and
replacing such references with "2006 Modified Exhibit 1" and "2006
Modified Exhibit 2." Amended Exhibit 1 and Amended Exhibit 2 shall
be replaced with the attached 2006 Modified Exhibit 1 and 2006
Modified Exhibit 2 and both shall be incorporated
herein.
III.
Section 5 Management Control is hereby modified by deleting
the references to Donna Moore and Dave Nakles, and by replacing all
references to "Executive Sponsors” with “Program
Directors”. Thus, throughout the 2005 Modified
Agreement, Executive Sponsor shall become Program Director and the
Program Directors shall be Tim Goodson for AGLC and Jim Oosterhoudt
for Retec.
IV.
Section 15 Notices is hereby modified by changing
AGLC's address to Ten Peachtree Place, NE, Atlanta, GA 30309 and
Retec's address to Corporate One Office Park, Building II, Suite
400, 4075 Monroeville Boulevard, Monroeville, PA 15146, (412)
380-0140.
V. Section 7
Exhibits is hereby modified by adding Exhibit 10.
Exhibit 10 shall be the February 2005 Modification to
that Certain Amended and Restated Master Environmental Management
Services Agreement Between Atlanta Gas Light Company and The Retec
Group, Inc. Dated July 25, 2002, attached hereto and incorporated
herein.
Except as
otherwise provided herein, all defined terms shall have the
meanings provided in the Amended Agreement. Except as modified
herein, all terms, conditions, responsibilities and obligations of
the Parties set forth in the Amended Agreement shall remain in full
force and effect. If you are in agreement with these proposed
modifications, please so signify by signing on behalf of Retec in
the space provided below. If you are in agreement, the effective
date of the modifications will be February 1, 2006.
Sincerely,
Atlanta Gas
Light Company
By: Jeffery
P. Brown
Title: Vice
President
Agreed and
Accepted
The Retec
Group, Inc.
By: Michael
D. Knupp
Title:
President
Exhibit 10
Mr. David
Nakles
The RETEC
Group, Inc.
One Monroeville
Center, Sui