EXHIBIT 10.1
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AMENDMENT No. 9, dated as of January 1, 2007, 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, Amendment No. 7 dated as of January 1, 2005 and Amendment
No. 8 dated as of January 1, 2006 (as so amended, the "Agreement"), by and among
G-I Holdings Inc., Merick Inc., International Specialty Products Inc. ("ISP"),
International Specialty Holdings LLC ("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 LLC (formerly 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, 2007 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) - $1,062,000; ISP - $5,000; ISH - $10,000; Minerals -
$1,819,000 and Investco (on behalf of itself and its subsidiaries) -
$797,000. 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 $205,000 for the quarter
ended March 31, 2007 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: /Steven J. Sklar/ By: /Robert B. Tafaro/
----------------------------- -----------------------------
Name: Steven J. Sklar Name: Robert B. Tafaro
Title: Vice President and Title: Chief Executive Officer,
Chief Tax Advisor President and Secretary
Date: February 15, 2008 Date: February 5, 2008
MERICK INC.
BUILDING MATERIALS
CORPORATION OF AMERICA
By: /Robert B. Tafaro/
----------------------------- By: /John F. Rebele/
Name: Robert B. Tafaro -----------------------------
Title: Chief Executive Officer, Name: John F. Rebele
President and Secretary Title: Senior Vice President,
Date: February 5, 2008 Chief Financial Officer
and Chief Administrative
Officer
INTERNATIONAL SPECIALTY Date: February 1, 2008
PRODUCTS INC.
By: /Douglas A. Vaughan/ ISP MANAGEMENT COMPANY, INC.
-----------------------------
Name: Douglas A. Vaughan
Title: Senior Vice President and By: /Douglas A. Vaughan/
Chief Financial Officer -----------------------------
Date: February 14, 2008 Name: Douglas A. Vaughan
Title: Senior Vice President and
Chief Financial Officer
ISP MINERALS INC. Date: February 14, 2008
ISP INVESTCO LLC
By: /Kenneth E. Walton/ By:International Specialty Holdings LLC,
----------------------------- its sole member
Name: Kenneth E. Walton
Title: President
Date: February 19, 2008 By: /Douglas A. Vaughan/
-----------------------------
Name: Douglas A. Vaughan
INTERNATIONAL SPECIALTY Title: Senior Vice President and
HOLDINGS LLC Chief Financial Officer
Date: February 14, 2008
By: /Douglas A. Vaughan/
-----------------------------
Name: Douglas A. Vaughan
Title: Senior Vice President and
Chief Financial Officer
Date: February 14, 2008
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EXHIBIT A
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AMENDMENT OF SUBLEASE
THIS AMENDMENT (the "Amendment") is made as of January 1, 2007 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, Amendment of Sublease dated as of January
1, 2005 and Amendment of Sublease dated as of January 1, 2006 (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, 2007 through and including December 31, 2007
to $204,163.00 per month, based on an annual rent of $2,449,956. 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.
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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: /Douglas A. Vaughan/ By: /John F. Rebele/
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Name: Douglas A. Vaughan Name: John F. Rebele
Title: Senior Vice President and Title: Senior Vice President,
Chief Financial Officer Chief Financial Officer
and Chief Administrative
Officer
Date: February 14, 2008 Date: February 1, 2008
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