EXHIBIT 10.1
AMENDMENT No. 7, dated as of January 1, 2005, 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 and Amendment No. 6 dated
as of January 1, 2004 (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, 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, 2005 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) -
$1,000,000; ISP - $5,000; ISH - $20,000; Elastomers -
$3,919,000 and Investco (on behalf of itself and its
subsidiaries) - $1,160,000. Notwithstanding the foregoing, the
Management Fee rate for the quarter ending June 30, 2005 and
for each quarter thereafter for which this Agreement has been
extended as provided in Section 1 of this Agreement for
Investco (on behalf of itself and its subsidiaries) shall be
$685,000. 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
$215,000 for the quarter ended March 31, 2005 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/ Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx 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
----------------- ------------------
Name: Xxxxx X. Xxxx Name: Xxxx X. Xxxxxx
Title: Senior Vice President, Title: Senior Vice President and
Chief Financial Officer and Chief Financial Officer
Treasurer
INTERNATIONAL SPECIALTY ISP MANAGEMENT COMPANY, INC.
PRODUCTS INC.
By: /s/ Xxxxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxxxx X. Xxxxxxxx
------------------------- -------------------------
Name: Xxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxx X. Xxxxxxxx
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/ Xxxxxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxx
------------------------- -----------------
Name: Xxxxxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxx
Title: Senior Vice President and Title: Executive Vice President -
Chief Financial Officer Finance and Treasurer
2
INTERNATIONAL SPECIALTY
HOLDINGS INC.
By: /s/ Xxxxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
Title: Senior Vice President and
Chief Financial Officer
3
EXHIBIT A
AMENDMENT OF SUBLEASE
---------------------
THIS AMENDMENT (the "Amendment") is made as of January 1, 2005 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 and Amendment of
Sublease dated as of January 1, 2004 (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 valuation 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, 2005 through and including May 31, 2005 to
$152,166.70 per month and for the period commencing June 1, 2005
through and including December 31, 2005 to $158,725.00 per month,
based on an annual rent prorated as of June 1, 2005 of $1,871,908.
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 MANAUFACTURING CORPORATION,
a Delaware corporation
By: /s/ Xxxxxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxx
------------------------- ------------------
Name: Xxxxxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxx
Title: Senior Vice President and Title: Senior Vice President and
Chief Financial Officer Chief Financial Officer
