exhibit_10-6e.htm


    
      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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, Suite 1015

    Monroeville,
PA  15146

    


    The RETEC
Group, Inc.

    300 Baker
Avenue

    Concord,
MA  01742

    Attn:  President

     

    
      	
               
      

            	
              Re:

            	
              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 (the “Amended
Agreement”)

            


    

     

    Dear
Gentlemen:

     

    Atlanta
Gas Light Company (“AGLC”) and The Retec Group, Inc. (“Retec”) hereby modify the
Amended Agreement (“2005 Modification”) as follows:

     

    I. Section 1 Term is
hereby amended by deleting “January 31, 2005” in the second sentence and
replacing it with “December 31, 2005 except as otherwise provided
herein.”

     

    The
following is hereby added to the end of Section 1:

     

    “Notwithstanding
the above termination date, all work performed by Retec under the Amended
Agreement and the 2005 Modification for the Sites listed on Amended Exhibit 2 of
the Amended Agreement that is associated with or in connection to groundwater
monitoring, groundwater analysis, groundwater treatment systems, groundwater
collection systems, including all Administrative and General, and Technical, as
those terms are used in Amended Exhibit 1 of the Amended Agreement, shall
terminate on June 30, 2005.”

     

    II. Section 3 Pricing and
Payment Terms.

     

    Paragraph 3.2
Compensation is hereby deleted in its entirety, including Amended
Exhibits 3 and 4, and replaced with the following section:

     

    3.2           Compensation

     

    “(A)           All
expenses, costs, and fees paid or incurred by Retec or for which Retec is
entitled to payment or reimbursement, and which arose on or before
January 31, 2005, and all of AGLC’s rights and duties with respect thereto,
shall be governed by the applicable provisions of the Amended
Agreement.  All expenses, costs and fees paid or incurred by Retec or
for which Retec is entitled to payment or reimbursement, and which arose on or
after February 1, 2005, and all of AGLC’s rights and duties with respect
thereto, shall be governed by the applicable provisions of this 2005
Modification.

     

    (B)           Effective
February 1, 2005, in consideration for Retec’s performance of the Amended
Agreement and the 2005 Modification to the satisfaction of AGLC, AGLC will pay
or reimburse Retec its Standard Rates as set forth on Amended Exhibit 5 and
reasonable costs and expenses as described on Amended Exhibit 5 of the Amended
Agreement (“Actual Costs”).”

     

    Paragraph 3.3 Description of
Actual Costs is hereby modified by deleting the following
sentence:

     

    “Actual
Costs consist solely of the types of costs incurred in the performance of the
Services that meet the definitions set forth in Amended Exhibit 4.”

     

    Paragraph 3.4 Invoices;
Payment is hereby modified by deleting the first three sentences of
Section 3.4 and replacing same with the following:

     

    “Retec
shall submit to AGLC within twenty (20) calendar days after the end of each
calendar month an invoice for the Actual Costs and invoices of
subcontractors.  All invoices shall be identified to the appropriate
item established in the work breakdown tasks.”

     

    III. Section 5
Management Control.

     

    IV. Paragraph
5.1 Executive Sponsors and Program Directors is hereby modified by,

     

    changing
AGLC’s Executive Sponsor from Suzanne Sitherwood to Donna Moore and by changing
AGLC’s Program Director from Donna Moore to Timothy Goodson.

     

    V. Section 7
Insurance.  A new Paragraph 7.9 is hereby added as
follows:

     

    “Retec
acknowledges that the Insurance Program described in Paragraph 7.1 will
terminate on May 5, 2005.

     

    On or
before May 6, 2005, and before performing any function under this Agreement
following termination of the Insurance Program, in addition to the coverage
required in Paragraph 7.5 of the Amended Agreement, Retec shall maintain
insurance coverage as follows:

     

    (A)           Commercial
General Liability Insurance - $2,000,000/ $5,000,000.

     

    (B)           Errors
& Omissions Insurance (including pollution coverage) -
$5,000,000.

     

    (C)           Excess
Liability - $2,000,000 on A and B above.

     

    Retec
shall maintain the above-described coverage for a period of two  years
after the termination of the Amended Agreement.  After May 6,
2005, all references to the “Insurance Program” in Section 7 shall mean the
coverage set forth in new Paragraph 7.9, except in Paragraph 7.4 where the
reference to “Insurance Program” shall remain the same.”

     

    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 shall remain in
full force and effect.

     

    In the
event this 2005 Modification is deemed to nullify the Insurance Program as
described in Paragraph 7.1, this 2005 Modification will become null and void and
the Amended Agreement will be deemed to have been extended until
December 31, 2005.

     

    IN
WITNESS WHEREOF, AGLC and Retec, intending to be legally bound, have caused this
2005 Modification to be signed as of this _____ day of February,
2005.

     

    The Retec
Group,
Inc.                                                                                                           Atlanta
Gas Light Company

     

                                                                                                 

    By: Michael D.
Knupp                                                                                                           By:
Jeffrey P. Brown

     

    Title: President                                                                                                             
 Title: Vice
President