EXHIBIT 10.10
AMENDMENT No. 9, dated as of March 30, 1998, to AMENDED AND RESTATED
MANAGEMENT AGREEMENT dated as of March 3, 1992 (the "Agreement"), as previously
amended by Amendments dated as of January 1, 1994, May 31, 1994, December 31,
1994, December 31, 1995, October 18, 1996, January 1, 1997, December 31, 1997
and January 1, 1998, among GAF Corporation ("GAF"), ISP Holdings Inc. ("ISP
Holdings"), G-I Holdings Inc. ("G-I Holdings"), G Industries Corp.
("Industries"), Xxxxxx, Inc. ("Xxxxxx"), GAF Fiberglass Corporation, formerly
known as GAF Chemicals Corporation ("GFC"), GAF Building Materials Corporation
("Building Materials"), GAF Broadcasting Company, Inc. ("Broadcasting"),
Building Materials Corporation of America ("BMCA"), U.S. Intec, Inc. ("USI"),
and International Specialty Products Inc. (the "Company").
WHEREAS, the parties desire to amend the Agreement to allocate to
the entity for which certain employees of the Company render substantial
services certain costs associated with such employees.
NOW, THEREFORE, the parties hereby amend the Agreement as follows:
1. Section 3 of the Agreement is hereby amended to add the following
at the end thereof:
"Effective upon and subject to the merger (the "Merger") of
the Company with and into ISP Holdings pursuant to the
Agreement and Plan of Merger dated as of March 30, 1998 (the
"Merger Agreement") between the Company and ISP Holdings, G-I
Holdings shall reimburse the Surviving Corporation (as defined
in the Merger Agreement) for all amounts paid by the Surviving
Corporation pursuant to the exercise of rights to receive cash
and options to purchase shares of Common Stock of the
Surviving Corporation granted to Xxxxx Xxxxx by the Surviving
Corporation, in accordance with the Merger Agreement, and in
exchange for stock appreciation rights and options to purchase
shares of Series A Cumulative Redeemable Convertible Preferred
Stock of ISP Holdings held by such person. For purposes
hereof, the amount deemed paid by the Surviving Corporation
pursuant to the exercise of a stock option shall be equal to
NYFS01...:\01\47201\0035\0297\AMD3308L.080
the amount by which the fair market value of the shares
received upon exercise exceeds the exercise price.
Reimbursement to the Surviving Corporation shall be made
promptly following receipt from the Surviving Corporation by
G-I Holdings of an invoice therefor."
2. In all other respects, the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment on the
date and year first above written.
GAF CORPORATION INTERNATIONAL SPECIALTY
ISP HOLDINGS INC. PRODUCTS INC.
G-I HOLDINGS INC.
G INDUSTRIES CORP.
XXXXXX INC.
GAF FIBERGLASS CORPORATION
GAF BUILDING MATERIALS CORPORATION
GAF BROADCASTING COMPANY, INC.
BUILDING MATERIALS CORPORATION
OF AMERICA
U.S. INTEC, INC.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Executive Vice President Title: Executive Vice President
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