1
EXHIBIT 10.1
FIFTH AMENDMENT TO
FIRST AMENDED AND RESTATED MANAGEMENT AGREEMENT
BETWEEN DEEPTECH INTERNATIONAL INC.
AND ▇▇▇▇▇▇ OFFSHORE, INC.
This Fifth Amendment dated as of July 1, 1997 (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 November 10, 1993
(the "Agreement", as amended) between DeepTech International Inc. and ▇▇▇▇▇▇
Offshore, Inc. 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, 1993, the annual compensation
due DII from TOI 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, 1993 through
and including October 31, 1995, the annual
compensation (prorated for any portion of a year)
due DII from TOI 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 TOI for services provided pursuant to
this Agreement shall be 27.4% of DII's Overhead. On
and as of July 1, 1996 through and including June
30, 1997, the annual compensation due DII from TOI
for services provided pursuant to this Agreement
shall be 24% of DII's Overhead. On and as of July 1,
1997 through the term of this Agreement, the annual
compensation (prorated for any portion of a year)
due DII from TOI for services provided pursuant to
this Agreement shall be 26% of DII's Overhead.
TOI shall also promptly reimburse DII with respect to amounts incurred
for the direct benefit of TOI.
1
2
IN WITNESS WHEREOF, the Parties have executed this Amendment effective
as of the date first set forth in the preamble.
DEEPTECH INTERNATIONAL INC. ▇▇▇▇▇▇ OFFSHORE, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
---------------------------- ------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
Chief Financial Officer Chief Financial Officer
2
