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EXHIBIT 10.35
FOURTH AMENDMENT TO
FIRST AMENDED AND RESTATED MANAGEMENT AGREEMENT
BETWEEN DEEPTECH INTERNATIONAL INC.
AND LEVIATHAN GAS PIPELINE COMPANY
This Fourth Amendment dated as of May 1, 1997 (this "Amendment") has
been executed and delivered by the undersigned for the purpose of amending and
extending 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 and extend the term of the Agreement.
NOW, THEREFORE, the Parties hereby amend the Agreement as follows:
1. Amendment of Article 1. Article 1 of the Agreement is hereby
amended by:
a. Adding the defined term "Extended Term".
"Extended Term" means the five (5) year period from
the end of the Initial Term.
2. Amendment of Subsection 5.1. Section 5.1 of the Agreement is
hereby amended by deleting it in its entirety and replacing it
with the following:
5.1 Initial and Extended Term. This Agreement shall be
effective from the Effective Date and shall continue
for five (5) years thereafter (the "Initial Term");
subject, however, to the terms of Section 5.2 hereof.
At the end of the Initial Term, this Agreement shall
continue in force and effect for the Extended Term;
subject, however to the terms of Section 5.2 hereof.
At the end of the Extended Term, this Agreement shall
continue in force and effect for subsequent one (1)
year periods unless terminated by either party
pursuant to Section 5.2.
3. Amendment of Subsection 5.2 (b). Section 5.2 (b) of the
Agreement is hereby amended by deleting it in its entirety and
replacing it with the following:
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5.2 (b) Optional Termination After the Extended Term, either
party may, ninety days prior to any anniversary of
the Effective Date, provide to the other Party written
notice of its intent to terminate this Agreement on
such anniversary date, whereupon this Agreement shall
terminate on the anniversary date specified in such
notice.
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, INC.
By: By:
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Xxxxxx X. Xxxx Xxxxx X. Xxxx
Chief Financial Officer Chief Executive Officer
