EXHIBIT 10.1
AMENDMENT No. 5, dated as of January 1 , 2003, 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 and Amendment No. 4, dated as of
January 1, 2002 (as so amended, the "Agreement"), by and among G-I Holdings Inc.
(formerly known as GAF Building Materials Corporation), Merick Inc.,
International Specialty Products Inc. (formerly known as ISP Holdings Inc.)
("ISP" or "New ISP"), ISP Investco LLC ("Investco"), GAF Broadcasting Company,
Inc., Building Materials Corporation of America ("BMCA"), and ISP Management
Company, Inc. (the "Company"), as assignee of ISP Chemco Inc. (formerly known as
ISP Opco Holdings 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,
effective January 1, 2003, in order to 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 amended, effective as of January 1, 2003,
to read in its entirety as follows:
"In consideration of the Company providing Services hereunder, each
of the corporations listed below shall pay to the Company a
management fee (the "Management Fee") at the following respective
rates for the quarter ending March 31, 2003 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
parents and its subsidiaries) - $1,202,500, ISP - $25,000 and,
Investco (on behalf of itself and its subsidiaries) - $1,089,500.
The Management Fee shall be payable monthly in arrears.
In addition to the Management Fee, a wholly owned subsidiary of
BMCA shall pay to 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 (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 $208,000 for the quarter ended
March 31, 2003 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 Amendment on the
date and year first above written.
G-I HOLDINGS INC. GAF BROADCASTING COMPANY, INC.
By: /s/ Richard A. Weinberg By: /s/ Susan B. Yoss
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Name: Richard A. Weinberg Name: Susan B. Yoss
Title: President, Chief Executive Title: Senior Vice President,
Officer and General Counsel Chief Financial Officer
and Treasurer
MERICK INC. BUILDING MATERIALS CORPORATION
OF AMERICA
By: /s/ Susan B. Yoss By: /s/ William W. Collins
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Name: Susan B. Yoss Name: William W. Collins
Title: Senior Vice President, Title: President and
Chief Financial Officer and Chief Executive Officer
Treasurer
INTERNATIONAL SPECIALTY PRODUCTS INC. ISP MANAGEMENT COMPANY, INC.
By: /s/ Neal E. Murphy By: /s/ Neal E. Murphy
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Name: Neal E. Murphy Name: Neal E. Murphy
Title: Senior Vice President and Title: Senior Vice President
Chief Financial Officer and Chief Financial
Officer
ISP INVESTCO LLC
By International Specialty
Holdings Inc., its sole member
By: /s/ Susan B. Yoss
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Name: Susan B. Yoss
Title: Executive Vice President-
Finance and Treasurer