Exhibit 10.1
AMENDMENT No. 7, dated as of January 1, 2005, to AMENDED AND RESTATED
MANAGEMENT AGREEMENT, dated as of January 1, 1999, as amended by Amendment No.
1, dated as of January 1, 2000, Amendment No. 2, dated as of January 1, 2001,
Amendment No. 3, dated as of June 27, 2001, Amendment No. 4, dated as of January
1, 2002, Amendment No. 5, dated as of January 1, 2003 and Amendment No. 6 dated
as of January 1, 2004 (as so amended, the "Agreement"), by and among G-I
Holdings Inc., Merick Inc., International Specialty Products Inc. ("ISP"),
International Specialty Holdings Inc. ("ISH"), ISP Investco LLC ("Investco"),
ISP Synthetic Elastomers LP ("Elastomers"), GAF Broadcasting Company, Inc.,
Building Materials Corporation of America ("BMCA"), and ISP Management Company,
Inc. (the "Company"), as assignee of ISP Chemco Inc. Capitalized terms used and
not otherwise defined herein shall have the meanings ascribed to them in the
Agreement.
WHEREAS, in accordance with Section 7 of the Agreement, the parties
desire to adjust the management fees payable to the Company under the Agreement
in order to properly reflect the costs to the Company of providing services
thereunder;
NOW, THEREFORE, the parties hereby amend the Agreement as follows:
1. Section 3 of the Agreement is hereby amended, effective as of
the date hereof, to read in its entirety as follows:
"In consideration of the Company providing Services hereunder,
each of the parties listed below shall pay to the Company a
management fee (the "Management Fee") at the following
respective rates for the quarter ending March 31, 2005 and for
each quarter thereafter for which this Agreement has been
extended as provided in Section 1 of this Agreement: BMCA (on
behalf of itself, its parent and its subsidiaries) -
$1,000,000; ISP - $5,000; ISH - $20,000; Elastomers -
$3,919,000 and Investco (on behalf of itself and its
subsidiaries) - $1,160,000. Notwithstanding the foregoing, the
Management Fee rate for the quarter ending June 30, 2005 and
for each quarter thereafter for which this Agreement has been
extended as provided in Section 1 of this Agreement for
Investco (on behalf of itself and its subsidiaries) shall be
$685,000. The Management Fee shall be payable monthly in
arrears.
In addition to the Management Fee, a wholly owned subsidiary
of BMCA shall pay to the Company (as successor to both the
overlandlord's and sublandlord's interests in the subject real
property) rent payments pursuant to and in accordance with the
terms of the Sublease (as amended) between such wholly owned
subsidiary of BMCA and Company, the form of which is attached
as Exhibit A hereto and made a part hereof.
In consideration of BMCA providing G-I Services hereunder, G-I
Holdings Inc. (on behalf of itself and its subsidiaries other
than BMCA and BMCA's subsidiaries) shall pay to BMCA a
management fee (the "G-I Management Fee") at the rate of
$215,000 for the quarter ended March 31, 2005 and for each
quarter thereafter for which this Agreement has been extended
as provided in Section 1 of this Agreement. The G-I Management
Fee shall be payable monthly in arrears."
2. Exhibit A to the Agreement is hereby amended to substitute
therefore Exhibit A to this Amendment.
3. In all other respects, the Agreement as previously amended
shall remain in full force and effect.
4. This Amendment is subject to the approval of the Board of
Directors of the Company.
5. This Amendment may be executed in one or more counterparts,
each of which shall be an original but all of which, taken
together, shall constitute one and the same instrument.
Failure by any one party to execute this Amendment shall not
affect the rights and obligations of any other party signatory
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.
G-I HOLDINGS INC. GAF BROADCASTING COMPANY, INC.
By: /s/Peter J. Ganz By: /s/Susan B. Yoss
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Name: Peter J. Ganz Name: Susan B. Yoss
Title: President, Chief Executive Officer, Title: Senior Vice President,
General Counsel and Secretary Chief Financial Officer and
Treasurer
MERICK INC. BUILDING MATERIALS CORPORATION OF AMERICA
By: /s/Susan B. Yoss By: /s/John F. Rebele
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Name: Susan B. Yoss Name: John F. Rebele
Title: Senior Vice President, Title: Senior Vice President and
Chief Financial Officer Chief Financial Officer
and Treasurer
INTERNATIONAL SPECIALTY PRODUCTS INC. ISP MANAGEMENT COMPANY, INC.
By: /s/Salvatore J. Guccione By: /s/Salvatore J. Guccione
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Name: Salvatore J. Guccione Name: Salvatore J. Guccione
Title: Senior Vice President and Title: Senior Vice President and
Chief Financial Officer Chief Financial Officer
ISP SYNTHETIC ELASTOMERS LP ISP INVESTCO LLC
By: ISP Synthetic GP LLC, By: International Specialty Holdings, Inc.
its General Partner its sole member
By: /s/Salvatore J. Guccione By: /s/Susan B. Yoss
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Name: Salvatore J. Guccione Name: Susan B. Yoss
Title: Senior Vice President and Title: Executive Vice President -
Chief Financial Officer Finance and Treasurer
INTERNATIONAL SPECIALTY HOLDINGS INC.
By: /s/Salvatore J. Guccione
------------------------------------
Name: Salvatore J. Guccione
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT A
AMENDMENT OF SUBLEASE
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THIS AMENDMENT (the "Amendment") is made as of January 1, 2005 by and
between ISP MANAGEMENT COMPANY, INC. ("Sublessor") and BUILDING MATERIALS
MANUFACTURING CORPORATION, as successor-in-interest to Building Materials
Corporation of America ("Sublessee").
WITNESSETH
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WHEREAS, Sublessor and Sublessee entered into a certain Sublease
Agreement dated as of January 1, 1998, as amended by Amendment of Sublease dated
as of January 1, 1999, and as further amended by Amendment of Sublease dated as
of January 1, 2000, Amendment of Sublease dated as of April 5, 2000, Amendment
of Sublease dated as of January 1, 2001, Amendment of Sublease dated as of
January 1, 2002, Amendment of Sublease dated as of January 1, 2003 and Amendment
of Sublease dated as of January 1, 2004 (collectively, the "Sublease"); and,
WHEREAS, Sublessor and Sublessee wish to modify the Sublease as
provided below.
NOW THEREFORE, in consideration of the mutual covenants herein set
forth, and other good and valuation consideration, the receipt and sufficiency
of which are hereby adknowledged, Sublessor and Sublessee hereby agree to amend
the Sublease as follows:
1. Paragraph 4 (Rent) is amended to increase the rent for the
period commencing January 1, 2005 through and including May
31, 2005 to $152,166.70 per month and for the period
commencing June 1, 2005 through and including December 31,
2005 to $158,725.00 per month, based on an annual rent
prorated as of June 1, 2005 of $1,871,908. The rent for any
partial calendar month shall be prorated based on the actual
number of days in such calendar month.
Except as expressly provided above, the terms, provisions and
conditions of the Sublease remain unmodified and in full force and effect.
(Remainder of page left blank intentionally.)
IN WITNESS WHEREOF, Sublessor and Sublessee have executed this amendment as of
the date first set forth above.
SUBLESSOR: SUBLESSEE:
ISP MANAGEMENT COMPANY, INC., BUILDING MATERIALS
A Delaware corporation MANUFACTURING CORPORATION,
A Delaware corporation
By: /s/Salvatore J. Guccione By: /s/John F. Rebele
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Name: Salvatore J. Guccione Name: John F. Rebele
Title: Senior Vice President and Title: Senior Vice President and
Chief Financial Officer Chief Fianancial Officer