1
EXHIBIT 10.1
HELIX
(LOGO) CAPITAL
November 6, 1998
Xxxx Xxxxxxx
Executive Vice-President
Xxxxxxx Xxxxxxx
Chief Financial Officer
Xxxxxxxxx Industries, Inc.
00000 XX 0xx Xxxxxx
Xxxxxxx, XX 00000
Re: FIRST AMENDMENT TO AGREEMENT WITH HELIX MANAGEMENT COMPANY II, LLC,
DATED MARCH 28, 1997.
Gentlemen,
Further to the recent resolution of Xxxxxxxxx'x Board of Directors
concerning the amendment of the Engagement Agreement between Xxxxxxxxx and Helix
Management Company II, LLC, dated March 28, 1997 ("Engagement Agreement"),
described below are the revised terms of the Engagement Agreement which were
authorized by the Board:
The second sentence of Section 2.3.3.1 of the Agreement shall be
deleted in its entirety and shall be replaced by the following:
"Success fees for any Transaction, as defined above, will be determined
on a per Transaction basis, based upon the size of each Transaction.
The success fee for each Transaction shall be in an amount equal to the
following percentages of total Consideration Paid in such Transaction:
A. For Transactions in which total Consideration Paid is less than
$50 million:
5.0% of the first $5 million of Consideration Paid, plus
2.5% of the next $10 million of Consideration Paid, plus
0.75% of Consideration Paid in excess of $15 million.
B. For Transactions in which total Consideration Paid is $50 million
or more, up to $1,000 million:
1.50% of the first $50 million of Consideration Paid, plus
0.75% of the next $200 million of Consideration Paid, plus
0.50% of Consideration Paid in excess of $250 million,
up to $1,000 million.
C. For Transactions in which total Consideration Paid is in excess of
$1,000 million, the success fee shall be determined by mutual
agreement between the Company and Helix.
Except as specifically described above, all terms of the Engagement Agreement
shall remain unchanged.
Helix Management Company II, LLC
00 Xxxxxxx Xxxxxx/Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
(000) 000-0000 Fax (000) 000-0000
2
(LOGO) Messrs. Xxxxxxx and Xxxxxxx
6 November, 1998:
Page 2 of 2
Please execute, on behalf of Xxxxxxxxx, the additional copy of this letter
enclosed herewith and return it to me at your earliest convenience. When so
executed by you, this letter shall constitute the First Amendment to the
Agreement.
I look forward to receiving from you the executed Amendment, and continuing to
work with you and the entire Xxxxxxxxx team.
Very truly yours,
Helix Management Company II, LLC
(Sig Cut)
Xxxx Xxxxx, Principal
The foregoing terms of the First Amendment to the Engagement Agreement between
Xxxxxxxxx Industries, Inc. and Helix Management Company II, LLC, dated March 28,
1997 are accepted and agreed to.
Executed as of August 25, 1998.
Xxxxxxxxx Industries, Inc.
--------------------------
/s/ Xxxx Xxxxxxx
------------------------------------------
By: Xxxx Xxxxxxx, Executive Vice-President
/s/ Xxxxxxx Xxxxxxx
---------------------------------------
By: Xxxxxxx Xxxxxxx, Chief Financial Officer
Helix Management Company II, LLC
00 Xxxxxxx Xxxxxx/Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
(000) 000-0000 Fax (000) 000-0000
