Exhibit 10.1
AMENDMENT No. 6, dated as of January 1, 2004, 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 and Amendment No. 5, dated as of January 1, 2003 (as so amended, the
"Agreement"), by and among G-I Holdings Inc., Xxxxxx 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, ISH and Elastomers desire to become members of the Overhead
Group to utilize the Services provided by the Company under the Agreement, and
the Company desires to provide ISH and Elastomers with such Services; and
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. Effective as of the date hereof, ISH and Elastomers shall each
become a party to the Agreement and shall each constitute a member of the
Overhead Group.
2. The second sentence of the last paragraph of Section 2 of the
Agreement is hereby amended, effective as of the date hereof, to read in its
entirety as follows:
"It is understood and agreed by BMCA and the Company that (a)
computer services, corporate human resources, risk management
and certain other administrative services, such as telephone,
telecopy, telex and photocopy, shall not be within the scope
of, or provided by the Company to BMCA under this Agreement
and (b) to the extent that certain facilities services and
utilities are furnished to BMCA pursuant to the sublease
referred to in Section 3 of this Agreement, such services and
utilities shall not be within the scope of, or provided by the
Company to BMCA under, this Section 2."
3. 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 April 4, 2004 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) - $951,000;
ISP - $5,000; ISH - $20,000; Elastomers - $244,982 and
Investco (on behalf of itself and its subsidiaries) -
$749,750. 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 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
$200,250 for the quarter ended April 4, 2004 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."
4. Exhibit A to the Agreement is hereby amended to substitute therefore
Exhibit A to this Amendment.
5. In all other respects, the Agreement as previously amended shall
remain in full force and effect.
6. This Amendment is subject to the approval of the Board of Directors
of the Company.
7. 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.
[signature page follows]
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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/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxx
Title: President, Chief Executive Officer, Title: Senior Vice President,
General Counsel and Secretary Chief Financial Officer
and Treasurer
XXXXXX INC. BUILDING MATERIALS
CORPORATION OF AMERICA
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxx X. Xxxxxx
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Name: Xxxxx X. Xxxx Name: Xxxx X. Xxxxxx
Title: Senior Vice President, Title: Senior Vice President and
Chief Financial Officer and Treasurer Chief Financial Officer
INTERNATIONAL SPECIALTY ISP MANAGEMENT COMPANY, INC.
PRODUCTS INC.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxx
------------------ ------------------
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
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
its General Partner Holdings, Inc..
its sole member
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxx
------------------ -----------------
Name: Xxxx X. Xxxxxx Name: Xxxxx X. Xxxx
Title: Senior Vice President and Title: Executive Vice President -
Chief Financial Officer Finance and Treasurer
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INTERNATIONAL SPECIALTY
HOLDINGS INC.
By: /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
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