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EXHIBIT 10.4.1
FIRST AMENDMENT TO
FINANCIAL ADVISORY SERVICES CONTRACT
This First Amendment to the Financial Advisory Services Contract
between Titan Resources, L.P. ("Company"), a Texas limited partnership, Natural
Gas Partners, L.P., a Delaware limited partnership, and Natural Gas Partners
II, L.P., a Delaware limited partnership (collectively, "NGP"), is effective as
of December 11,1995.
1. AMENDMENT TO PARAGRAPH 2 - Paragraph 2 is amended in its
entirety to read as follows:
"2. Contract Period and Termination. NGP shall act as
the Company's financial advisor under this Contract, effective as of
March 31, 1995 (the "Effective Date") and continuing until the earlier
of (i) the date of dissolution of the Company, (ii) the first date on
which the Company, the General Partner or their successors complete an
offering to the public of equity securities pursuant to a registration
statement on Form S-1 (or comparable form allowed to be used in
connection with an initial public offering of securities) under the
Securities Act of 1933, as amended; (iii) the first date on which NGP
no longer owns at least 35 percent of the outstanding shares of common
stock of the General Partner; provided that, this Contract may be
terminated effective as of the end of any fiscal quarter of the
Company on or after June 30, 1995, if NGP provides written notice of
its election to terminate this Contract to the Company not less than
30 days before the date on which termination is to be effective (the
period from the effective date of this contract until the date of its
termination is referred to herein as the "Contract Period")."
2. AMENDMENT TO PARAGRAPH 3 - Fees and Expenses. Paragraph 3 is
amended to increase the fee payable thereunder by $10,000 per annum.
This First Amendment is executed as of the date first written above by
a duly authorized representative of each of the Company and NGP.
COMPANY
TITAN RESOURCES, L.P.
By: Titan Resources I, Inc.
By: /s/ XXXX XXXXXXXXX
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Name: Xxxx Xxxxxxxxx
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Title: President
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2
NGP
NATURAL GAS PARTNERS, L.P.
By: G.F.W. Energy, L.P., its
general partner
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
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Title: Authorized Employee
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NATURAL GAS PARTNERS II, L.P.
By: G.F.W. Energy II, L.P., its
general partner
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
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Title: Authorized Member
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