EXHIBIT 10.17
FIRST AMENDMENT TO MANAGEMENT AGREEMENT
This First Amendment to Management Agreement (this "Amendment"), dated
this 28th day of October 1999, amends that certain Management Agreement, dated
as of August 3, 1999, but effective as of the Effective Date, by and between
PetroCorp Incorporated, a Texas corporation (the "Company"), and Xxxxxx-Xxxxxxx
Oil Company, a Delaware corporation (the "Management Agreement"). Except as
otherwise specified in this Amendment, capitalized terms used in this Amendment
have the meanings provided in the Management Agreement.
RECITALS
A. Pursuant to Article X of the Management Agreement, the individuals
identified in Schedule 10.1 to the Management Agreement were to be designated to
serve as officers of the Company until the annual meeting of shareholders of the
Company and thereafter until their successors were elected. The parties to the
Management Agreement desire to amend Schedule 10.1 as provided herein.
AGREEMENT
In consideration of the mutual promises and covenants of the parties
hereto and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed as follows:
1. Amendment of Schedule 10.1. Schedule 10.1 of the Management Agreement
is hereby amended to read as follows:
SCHEDULE 10.1
PETROCORP INCORPORATED OFFICERS
Xxxx X. Xxxxxxxxxxx, President and Chief Executive Officer
Xxxx Xxxxxxxxx, Executive Vice President and Chief Operating Officer
Xxxxxxx Xxxxxx, Vice President of Engineering
Xxxxx Xxxxxx, Vice President, Chief Financial Officer and
Corporation Secretary
Xxxxx Xxxxxxxx, Vice President Finance and Assistant Secretary
Xxx Xxxxxxxx, Vice President of Operations
Xxx Xxxxxx, Vice President of Canadian Operations
Xxxx Xxxxx, Vice President of Marketing and Assistant Secretary
Xxxxx Xxxxxxxx, Vice President Land
Xxxxx Xxxxxx, Vice President Legal and Assistant Secretary
Xxxxx X. Xxxxxxx, Treasurer
Xxxxxxxx Xxxxxxx, Assistant Secretary
PCC ENERGY CORP. & PCC ENERGY, INC. OFFICERS
Xxx Xxxxxx, Vice President
2. Governing Law. This Amendment shall be subject to, and interpreted by and in
accordance with, the laws (excluding conflict of law provisions) of the State of
Oklahoma.
3. Construction. This Amendment, and all the provisions of this Amendment, shall
be deemed drafted by all of the parties hereto.
4. Authority. Each of the persons signing below on behalf of a party hereto
represents and warrants that he or she has full requisite power and authority to
execute and deliver this Amendment on behalf of the parties for whom he or she
is signing and (subject to the approval of the shareholders of the Company) to
bind such party to the terms and conditions of this Amendment.
5. Counterparts. This Amendment may be executed in counterparts, each of which
shall be deemed an original. This Amendment shall become effective only when all
of the parties hereto shall have executed the original or counterpart hereof.
This Amendment may be executed and delivered by a facsimile transmission of a
counterpart signature page hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written, but effective for all purposes
as of the Effective Date.
XXXXXX-XXXXXXX OIL COMPANY
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: V.P.
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PETROCORP INCORPORATED
By: /s/ Xxxx X. Xxxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxxx
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Title: President
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