AMENDMENT No. 1, dated as of January 1, 2000, to AMENDED AND RESTATED
MANAGEMENT AGREEMENT, dated as of January 1, 1999 (the "Agreement"), by and
among GAF Corporation ("GAF"), G-I Holdings Inc. ("G-I Holdings"), G Industries
Corp. ("Industries"), Xxxxxx Inc. ("Xxxxxx"), GAF Fiberglass Corporation
(formerly known as GAF Chemicals Corporation) ("GFC"), International Specialty
Products Inc. (formerly known as ISP Holdings Inc.) ("New ISP"), GAF Building
Materials Corporation ("Building Materials"), 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.
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, 2000, in order to reflect the costs to the Company of
providing services thereunder and the costs to a subsidiary of G-I Holdings for
providing certain office space to a subsidiary of 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. Section 1 of the Agreement is hereby amended to extend the
Term until December 31, 2000.
2. Section 3 of the Agreement is amended to read in its
entirety as follows:
"In consideration of the Company providing Services hereunder,
(i) each of the corporations listed below shall pay to the
Company a management fee (the "Management Fee") at the
following respective rates for the year ending December 31,
2000: BMCA (on behalf of itself and its subsidiaries) -
$3,707,000; G-I Holdings (on behalf of itself and its
subsidiaries other than BMCA and BMCA's subsidiaries) -
$608,000 and New ISP - $109,463; and (ii) BMCA shall pay to
the Company a fee for the Company's provision to BMCA of
treasury, acquisition and investment management services
("Financial Services Fee") at the annual rate of $1,120,000
for the year ended December 31, 2000. The Management Fee and
the Financial Services Fee shall be payable quarterly in
arrears.
In addition to the Management Fee and the Financial Services
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 G-I Holdings the
lease payments due and payable under the Lease, as the Company
shall be reimbursed by such subsidiary for all such lease
payments made on its behalf. Such lease payments shall be paid
to G-I Holdings by way of offsetting the Management Fee and
other amounts due and payable to the Company by G-I Holdings
on behalf of itself and its subsidiaries (including the
landlord under the Lease) under the Agreement.
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.
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IN WITNESS WHEREOF, the parties have executed this Amendment on the
date and year first above written.
GAF CORPORATION G-I HOLDINGS INC.
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxx
----------------- -----------------
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxx
Title: Senior Vice President, Title: Senior Vice President,
Chief Financial Officer and Chief Financial Officer and
Treasurer Treasurer
G INDUSTRIES CORP. XXXXXX INC.
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxx
----------------- -----------------
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxx
Title: Senior Vice President, Title: Senior Vice President and
Chief Financial Officer and Treasurer
Treasurer
GAF FIBERGLASS CORPORATION INTERNATIONAL SPECIALTY PRODUCTS INC.
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxx
----------------- ------------------
Name: Xxxxx X. Xxxx Name: Xxxxxxx X. Xxx
Title: Senior Vice President, Title: Executive Vice President and
Chief Financial Officer and Chief Financial Officer
Treasurer
GAF BUILDING MATERIALS CORPORATION GAF BROADCASTING COMPANY, INC.
By: /s/ Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxx
----------------- -----------------
Name: Xxxxx X. Xxxx Name: Xxxxx X. Xxxx
Title: Senior Vice President, Title: Senior Vice President and
Chief Financial Officer and Treasurer
Treasurer
BUILDING MATERIALS CORPORATION ISP OPCO HOLDINGS INC.
OF AMERICA
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxx
------------------- -------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxx
Title: Executive Vice President, Title: Executive Vice President and
Chief Financial Officer and Chief Financial Officer
Chief Administrative Officer
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