Exhibit 10.67


 


THIRD AMENDMENT TO


MANAGEMENT AGREEMENT


 


                THIS
THIRD AMENDMENT TO MANAGEMENT AGREEMENT (the “Third Amendment”) is effective as of
November 1, 2002 and is entered into between PIONEER RESOURCES I, LLC, a
Delaware limited liability Company (“Pioneer”), and OLYMPIC RESOURCE MANAGEMENT LLC,
a Washington limited liability company (“Manager”).  Capitalized terms not otherwise defined in
this Third Amendment shall have the meanings set forth in that certain
Management Agreement between Pioneer and Manager dated as of March 22, 2000, as
amended by the “First Amendment to Management Agreement” dated as of September
7, 2000 (the “First Amendment”) and the “Second Amendment to Management
Agreement” dated as of June 29, 2001 (the “Second Amendment”).  The original Management Agreement as
modified by the First Amendment and the Second Amendment shall be referred to
herein as the “Management Agreement”.


 


RECITAL


 


                                Pioneer
and Manager are parties to the Management Agreement and the parties wish to
further amend the Management Agreement, as set forth herein.


 


                NOW,
THEREFORE, the parties agree as follows:


 


AMENDMENT TO MANAGEMENT AGREEMENT


 


1.             Base
Fee.  (a) Section 2.2(a)(i) of the Management
Agreement is deleted in its entirety and replaced by the following:


 


“2.2        Fees. 
(a) (i) In consideration of Manager’s conduct as Manager and performance
of its obligations pursuant to the terms of this Agreement, Pioneer shall pay
to Manager the Base Fee.  The Base Fee
shall be paid as follows:  (A) for the
period beginning on March 22, 2000 and ending on September 22, 2000, an amount
equal to ** per month, payable monthly on or before the 10th day of
each calendar month in such period (subject to Section 2.2(c) below); (B) for
the period beginning on September 23, 2000 and ending on June 30, 2001, an
amount equal to **, payable monthly on or before the 10th day of
each calendar month in such period; (C) for the period beginning on July 1,
2001, and ending on September 30, 2003, an amount equal to ** per month (as
adjusted in accordance with Section 2.2(a)(ii) below), payable quarterly in
arrears on September 30, 2001, December 31, 2001, March 31, 2002, June 30,
2002, September 30, 2002, December 31, 2002, March 31, 2003, June 30, 2003 and
September 30, 2003); and (D) for the period beginning October 1, 2003 and
ending October 31, 2003, an amount equal to ** (as adjusted in accordance with
Section 2.2(a)(ii) below), payable on October 31, 2003.  The Base Fee shall be prorated accordingly
with respect to any partial month periods. 
Notwithstanding anything to the contrary contained in Section 2.2(a),
the Base Fee for any calendar month shall not be reduced below **.


 


**  These portions have been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange Commission.


 

















 


2.             Extension
of Term.  Section 8.1 of the Management Agreement is
amended by deleting the date “October 31, 2002” and substituting the date
“October 31, 2003” therefor.


 


3.             Termination
Rights.  (a) Section 8.2 of the
Management Agreement is amended by adding the following clause (d) thereto:


 


“(d)  Notwithstanding, and without
limiting, the foregoing, at any time after November 1, 2002, subject to the
required consent under the Loan Documents, Pioneer may terminate this Agreement
and Manager’s rights and obligations hereunder for any reason whatsoever upon
no less than 60 days prior written notice to Manager.  In the event that Pioneer terminates this Agreement under this
clause (d), Pioneer shall not be required to pay, and Manager shall not be
entitled to receive, the Termination Fee or any portion thereof or any other
payment as a result of such termination (but Pioneer shall pay to Manager all
other Fees and other fees, charges and reimbursements due and payable (or
accrued but not yet billed to Pioneer) hereunder at the time of such
termination).”


 


                                (b) 
Section 8.3 of the Management Agreement is hereby amended by adding the
following sentence immediately prior to the last sentence thereof:


 


“Notwithstanding,
and without limiting, the foregoing, at any time after November 1, 2002,
Manager may terminate this Agreement and resign as Manager for any reason
whatsoever upon no less than 90 days prior written notice to Pioneer and the
Administrative Agent under the Loan Documents; provided that in the event that
Manager terminates this Agreement under this sentence, Pioneer shall not be
required to pay, and Manager shall not be entitled to receive, the Termination
Fee or any portion thereof or any other payment as a result of such termination
(but Pioneer shall pay to Manager all other Fees and other fees, charges and
reimbursements due and payable (or accrued but not yet billed to Pioneer)
hereunder at the time of such termination).”


 


4.             Disposition
Fee.  Section 5(c) of the Second
Amendment is hereby amended by deleting the phrase “on or prior to October 31,
2001” from the first and second lines thereof.


 


5.             Consent of Required Lenders. 
Pursuant to Section 6.10 and Section 6.11 of the Restructuring
Agreement, Pioneer and Manager agree that the effectiveness of this Third
Amendment (and any amendment of this Third Amendment) is subject to, and
contingent upon, the prior written consent of the Required Lenders.  Pioneer and Manager agree that this Third
Amendment shall become effective upon the execution hereof by Manager and
Pioneer and Pioneer’s receipt of such written consent from the Required
Lenders.


 


6.             Miscellaneous. 
This Third Amendment constitutes an integral part of the Management
Agreement.  The Management Agreement, as
amended and supplemented by this Third Amendment, is and shall remain in full
force and effect.


 


2

















 


                IN WITNESS WHEREOF, the parties hereto have
executed this Second Amendment by and through their properly authorized
officers on the date first specified above.


 


 


	
  PIONEER
  RESOURCES I, LLC

  	
   

  	
  OLYMPIC
  RESOURCE MANAGEMENT, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  By:

  	
  Olympic
  Resource Management, LLC, its manager

  	
   

  	
   

  	
   

  	 

	
  By:
  

  	
   

  	
   

  	
  By:
  

  	
   

  	 

	
  Its:
  

  	
   

  	
   

  	
  Its:
  

  	
   

  	 

	
  Date:
  

  	
   

  	
   

  	
  Date:
  

  	
   

  	 

							



 


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