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EXHIBIT 10.1
FIFTH AMENDMENT TO
FIRST AMENDED AND RESTATED MANAGEMENT AGREEMENT
BETWEEN DEEPTECH INTERNATIONAL INC.
AND LEVIATHAN GAS PIPELINE COMPANY
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 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
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, 1994, the annual compensation
due DII from LGPC 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, 1994 through
and including October 31, 1995, the annual
compensation (prorated for any portion of a year)
due DII from LGPC 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 LGPC for services provided pursuant to
this Agreement shall be 45.3% of DII's Overhead. On
and as of July 1, 1996 through and including June
30, 1997, the annual compensation due DII from LGPC
for services provided pursuant to this Agreement
shall be 54% 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 LGPC for services provided pursuant to
this Agreement shall be 52% of DII's Overhead.
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LGPC shall also promptly reimburse DII with respect to amounts incurred for
the direct benefit of LGPC.
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
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxx
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Xxxxxx X. Xxxx Xxxxx X. Xxxx
Chief Financial Officer Chief Executive Officer
