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EXHIBIT 10.3
AMENDMENT No. 2, dated as of January 1, 2001, 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. 1") (as so amended, the
"Agreement"), by and among G-I Holdings Inc. (formerly known as GAF Building
Materials Corporation) ("G-I Holdings"), Xxxxxx Inc. ("Xxxxxx"), International
Specialty Products Inc. (formerly known as ISP Holdings Inc.) ("New ISP"), GAF
Broadcasting Company, Inc. ("Broadcasting"), Building Materials Corporation of
America ("BMCA"), and ISP Opco Holdings Inc. (the "Company"), as assignee of
International Specialty Products Inc. Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in the Agreement.
WHEREAS, G-I Holdings is the surviving corporation of mergers involving GAF
Corporation, G-I Holdings Inc., G Industries Corp. and GAF Fiberglass
Corporation;
WHEREAS, in accordance with Section 7 of the Agreement, the parties desire
to (i) adjust the management fees payable to the Company under the Agreement,
effective January 1, 2001, in order to reflect the costs to the Company of
providing services thereunder and (ii) to amend the Agreement to provide that
BMCA shall render management services to G-I Holdings rather than the Company;
and
WHEREAS, the parties desire to extend the term of the Agreement;
NOW, THEREFORE, the parties hereby amend the Agreement as follows:
1. The definition of "Overhead Group" in the first paragraph of the
Agreement is hereby amended to delete therefrom the references to G-I Holdings,
Xxxxxx and Broadcasting.
2. Section 1 of the Agreement is hereby amended to (a) extend the term
until March 31, 2001 and (b) to add a proviso before the period at the end of
such section to read in its entirety as follows:
"; provided that the term of this Agreement shall be automatically
extended for successive calendar quarters unless a party gives to all
other parties hereto notice of its intention to terminate no later
than 30 days prior to the expiration of the then current quarterly
period."
3. Section 2 of the Agreement is hereby amended to add the following
paragraph to the end thereof:
"BMCA agrees to provide to G-I Holdings, Xxxxxx and Broadcasting, to
the extent required by each of them, management services similar to
the Services to be provided by the Company to the Overhead Group,
which shall be provided on a continuous basis without specific
request. Such services may be changed according to the changing
business needs of such parties from time to time upon mutual agreement
by BMCA and G-I Holdings. All services provided by BMCA pursuant to
this paragraph are herein collectively referred to as "G-I Services."
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4. Section 3 of the Agreement is hereby amended 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, 2001 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) - $1,358,750 and New ISP - $27,365.75. The Management
Fee shall be payable quarterly in arrears.
In addition to the Management Fee, BMCA shall pay to a wholly-owned
subsidiary of the Company sublease payments pursuant to and in
accordance with the Sublease between BMCA and such subsidiary, the
form of which is attached as Exhibit A hereto and made a part hereof.
The Company, on behalf of its subsidiary as tenant under the Lease
attached hereto as Exhibit B and made a part hereof (the "Lease),
shall pay or cause to be paid to the landlord under the Lease (such
landlord being a subsidiary of G-I Holdings) the lease payments due
and payable under the Lease in accordance with the terms of the Lease,
as the Company shall be reimbursed by such subsidiary for all such
lease payments made on its behalf.
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 $152,000 for the quarter ended March
31, 2001 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 quarterly in arrears."
5. Section 7(i) of the Agreement is hereby amended to read in its
entirety as follows:
"(i) The parties acknowledge that the Management Fee and the G-I
Management Fee have been established to reflect the cost to the
Company and BMCA, respectively, of providing Services and G-I
Services, respectively, hereunder on the date hereof. In the event of
a change of circumstances that materially affects the cost to the
Company or BMCA, as the case may be, of providing Services and G-I
Services, respectively, hereunder, including, without limitation, a
substantial increase in the Services or G-I Services provided by the
Company or BMCA, respectively, hereunder, the parties shall negotiate
in good faith such amendments to this Agreement as may be appropriate
to take into account the effect of any such change of circumstances.
Such amendments may include, without limitation, an increase or
decrease of the Management Fee and/or G-I Management Fee."
6. Exhibit A to the Agreement is hereby amended to substitute therefor
Exhibit A to this Amendment, and Exhibit B attached to Amendment No. 1 is hereby
ratified and confirmed as Exhibit B to the Agreement.
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7. In all other respects, the Agreement as previously amended shall
remain in full force and effect.
8. This Amendment is subject to the approval of the Board of Directors of
the Company.
9. 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 effect 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/ XXXXXXX X. XXXXXXXX By: /S/ XXXXX X. XXXX
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Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxx
Title: President, Chief Executive Title: Senior Vice President and Treasurer
Officer and General Counsel
XXXXXX INC. BUILDING MATERIALS CORPORATION
OF AMERICA
By: /S/ XXXXX X. XXXX By: /S/ XXXXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxx Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and Treasurer Title: President and
Chief Executive Officer
INTERNATIONAL SPECIALTY PRODUCTS INC. ISP OPCO HOLDINGS INC.
By: /S/ XXXXXXX X. XXX By: /S/ XXXXXXX X. XXX
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Name: Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx
Title: Executive Vice President and Title: Executive Vice President and
Chief Financial Officer Chief Financial Officer
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