exv10wq






Exhibit 10(q)




AMENDMENT TO AGREEMENT FOR MANAGEMENT ADVISORY, STRATEGIC




PLANNING AND CONSULTING SERVICES




     This amendment to the Agreement for Management Advisory, Strategic Planning and Consulting
Services is dated April 8, 2010 and is between Investcorp International, Inc., a Delaware
corporation (“III”) and Stratus Technologies, Inc., a Delaware corporation (“Stratus”).



     III and
Stratus entered into that certain Agreement for Management Advisory, Strategic Planning and
Consulting Services, effective as of October 1, 2005 and automatically renewable for successive
one-year periods (the “III Management Agreement”), whereby III would render certain services to
Stratus for a fee to be paid on an annual basis. III and Stratus now wish to amend the III
Management Agreement, pursuant to Section 8 of the III Management Agreement, to adjust the annual
fee payable to III for their services.



     III and Stratus therefore agree as follows:



     1. Amendment and Restatement of Section 3. Section 3 of the III Management
Agreement is hereby deleted in its entirety and the following substituted in lieu thereof:



3. Fees. In consideration of III’s performance of the above-described services,
Stratus shall pay to III, in cash, an annual consulting services fee of: (i) for the
period beginning on the Effective Date and ending on April 8, 2010, $450,000 and (ii) for
the period beginning on April 9, 2010 and until the Agreement is terminated pursuant to
Section 1 hereto, $250,000 (collectively, the “Fee”); provided that the Fee payable on
October 1, 2009 shall be prorated between (i) and (ii) above based on the number of days
that each amount applied during the applicable Term. For the avoidance of doubt, for the
Term beginning on October 1, 2009 and ending on September 30, 2010 III shall receive an
aggregate Fee of $354,109.59 as a result of such pro ration. It is recognized that,
subject to the terms of this Agreement, Stratus is committed to pay the full amount
payable hereunder, and the Fee, once paid, is non-refundable. The full amount of the Fee
for the entire Term shall be paid upon execution of this Agreement, and, unless this
Agreement is terminated pursuant to Section 1 hereto, on each anniversary of the Effective
Date. If and to the extent that the First Amended and Restated Second Lien Credit
Agreement dated as of August 28, 2006 (as amended by the First Amendment to First Amended
and Restated Second Lien Credit Agreement dated as of June 5, 2007 and the Second
Amendment to First Amended and Restated Second Lien Credit Agreement dated as of April 8,
2010, and as further amended, supplemented or otherwise modified, the “Credit Agreement”),
by and among Stratus, Stratus Technologies Bermuda Ltd., Deutsche Bank Trust Company
Americas, as administrative agent, Goldman Sachs Credit Partners (“GSCP”), as syndication
agent and Deutsche Bank Securities Inc. and GSCP as joint lead arrangers and joint
bookrunners, and certain financial institutions parties to the Credit Agreement, prohibits
payment of the Fee in cash, then the Fee shall accrue and be paid once the Obligations (as
defined in the Credit



 









 




     Agreement, other than contingent indemnification obligations) have been paid in full.




     2. Amendment
and Restatement of Section 11. Section 11 of the III Management
Agreement is hereby deleted in its entirety and the following substituted in lieu thereof:



11.
Assignment. This Agreement shall be assignable by either party hereto, provided that the
non-assigning party consents in writing to such assignment. Notwithstanding the previous sentence,
III may assign this Agreement to its affiliates without the consent of Stratus.



     3. Except as expressly amended by this amendment, the III Management Agreement remains in
full force and effect.



     4. This amendment, and any claim, counterclaim or dispute of any kind or nature whatsoever
arising out of or in any way relating to this amendment, directly or indirectly, shall be governed
by and construed exclusively in accordance with the internal laws of the state of New York without
regard to conflict of laws and choice of law.



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     IN WITNESS WHEREOF, the parties hereto have executed this amendment as of the date first
above written.



	 	 	 	 	 
	 	INVESTCORP INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Laucs Haegg
 	 
	 	 	Name:  	Laucs Haegg       	 
	 	 	Title:  	Managing Director 	 
	 



[SIGNATURE PAGE TO AMENDMENT TO III MANAGEMENT AGREEMENT]










 









 








	 	 	 	 	 
	 	STRATUS TECHNOLOGIES, INC.

 	 
	 	By:  	/s/ Frederick S. Prifty
 	 
	 	 	Name:  	Frederick S. Prifty 	 
	 	 	Title:	Secretary 	 
	 



[SIGNATURE PAGE TO AMENDMENT TO III MANAGEMENT AGREEMENT]