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EXHIBIT 10.4
THIRD AMENDMENT TO
FIRST AMENDED AND RESTATED MANAGEMENT AGREEMENT
BETWEEN DEEPTECH INTERNATIONAL INC.
AND LEVIATHAN GAS PIPELINE COMPANY
This Third Amendment dated as of July 1, 1996 (this "Amendment") has been
executed and delivered by the undersigned for the purpose of amending the First
Amended and Restated Management Agreement dated as of June 27, 1994 (the
"Agreement", as amended) between DeepTech International Inc. and Leviathan Gas
Pipeline Company. Unless otherwise defined in the Amendment, all capitalized
terms herein shall have the meanings ascribed to them in the Agreement.
WHEREAS, the Parties deem it to be in their mutual best interests to amend
certain compensation and other provisions included in the Agreement.
NOW, THEREFORE, the Parties hereby amend the Agreement as follows:
1. Amendment of Subsection 3.1. Section 3.1 of the Agreement is hereby
amended by deleting it in its entirety and replacing it with the
following:
3.1 Fee. Prior to July 1, 1994, the annual compensation due DII from
LGPC for services provided pursuant to this Agreement shall
accrue in accordance with the original terms and conditions of
the Agreement prior to any amendments. On and as of July 1, 1994
through and including October 31, 1995, the annual compensation
(prorated for any portion of a year) due DII from LGPC for
services provided pursuant to this Agreement shall be (i) a base
fee of $2,000,000.00 plus (ii) 40% of DII's Unreimbursed
Overhead, if any. On and as of November 1, 1995 through and
including June 30, 1996, the annual compensation (prorated for
any portion of a year) due DII from LGPC for services provided
pursuant to this Agreement shall be 45.3% of DII's Overhead. On
and as of July 1, 1996 through the term of this Agreement, the
annual compensation (prorated for any portion of a year) due DII
from LGPC for services provided pursuant to this Agreement shall
be 54% of DII's Overhead.
LGPC shall also promptly reimburse DII with respect to amounts incurred
for the direct benefit of LGPC.
2. Amendment of Subsection 3.2. Section 3.2 of the Agreement is hereby
amended by deleting it in its entirety and replacing it with the
following:
3.2 Payment of Fee. For purposes of accounting and periodic payment,
before the first day of each calendar month, DII shall present
LGPC with an invoice which reflects an amount equal to
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(i) DII's best estimate as to LGPC's share of DII's Overhead for
that month, if any, plus (ii) all reimbursable amounts. LGPC
shall pay such sum on or before the first day of that calendar
month. On or before September 1 of each calendar year, DII shall
furnish a statement to LGPC detailing (i) the actual amount, if
any, of DII's Overhead for the immediately preceding Fiscal
Year, (ii) payments made from LGPC to DII for such Fiscal Year,
and (iii) any adjustment balance due to/from DII. Within 15 days
of the date of such statement, LGPC or DII, as applicable, shall
remit the balance due.
3. Amendment of Article I. Article I of the Agreement is hereby amended
by:
a. Adding the defined term "Overhead".
"Overhead" means DII's operating, selling, general,
administrative and other similar expenses for any period as
determined by DII.
IN WITNESS WHEREOF, the Parties have executed this Amendment effective as
of the date first set forth in the preamble.
DEEPTECH INTERNATIONAL INC. LEVIATHAN GAS PIPELINE COMPANY
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxx
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Xxxxxx X. Xxxx Printed Name: Xxxxx X. Xxxx
Chief Financial Officer ------------------
Title: CEO
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