Exhibit 10.1
AMENDMENT No. 8, dated as of January 1, 2006, 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, Amendment No. 6 dated as
of January 1, 2004 and Amendment No. 7 dated as of January 1, 2005 (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 Minerals Inc. ("Minerals"), 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, 2006 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) - $983,000;
ISP - $5,000; ISH - $10,000; Minerals - $1,782,000 and
Investco (on behalf of itself and its subsidiaries) -
$805,000. 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
$222,500 for the quarter ended March 31, 2006 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/ Susan B. Yoss By: /s/ Susan B. Yoss
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Name: Susan B. Yoss Name: Susan B. Yoss
Title: Senior Vice President, Title: Senior Vice President
Chief Financial Officer and Treasurer
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 Treasurer Chief Financial Officer
and Chief Administrative
Officer
INTERNATIONAL SPECIALTY ISP MANAGEMENT COMPANY, INC.
PRODUCTS INC.
By: /s/ Kenneth M. McHugh By: /s/ Kenneth M. McHugh
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Name: Kenneth M. McHugh Name: Kenneth M. McHugh
Title: Vice President and Title: Vice President and
Controller Controller
ISP MINERALS INC. ISP INVESTCO LLC
By: International Specialty
Holdings Inc., its sole
member
By: /s/ Kenneth M. McHugh By: /s/ Susan B. Yoss
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Name: Kenneth M. McHugh Name: Susan B. Yoss
Title: Vice President and Title: Executive Vice President -
Controller Finance and Treasurer
INTERNATIONAL SPECIALTY
HOLDINGS INC.
By: /s/ Kenneth M. McHugh
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Name: Kenneth M. McHugh
Title: Vice President and
Controller
EXHIBIT A
AMENDMENT OF SUBLEASE
THIS AMENDMENT (the "Amendment") is made as of January 1, 2006 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, Amendment of
Sublease dated as of January 1, 2004 and Amendment of Sublease dated as of
January 1, 2005 (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 valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, 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, 2006 through and including
December 31, 2006 to $174,203.00 per month, based on an annual
rent of $2,090,436. 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/ Kenneth M. McHugh By: /s/ John F. Rebele
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Name: Kenneth M. McHugh Name: John F. Rebele
Title: Vice President and Controller Title: Senior Vice President,
Chief Financial Officer
and Chief Administrative
Officer