EXHIBIT 10.5
AMENDMENT No. 4, dated as of January 1 , 2002, 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,
and Amendment No. 3, dated as of June 27, 2001 (as so amended, the "Agreement"),
by and among G-I Holdings Inc. (formerly known as GAF Building Materials
Corporation), ▇▇▇▇▇▇ Inc., International Specialty Products Inc. (formerly known
as ISP Holdings Inc.) ("ISP" or "New ISP"), ISP Investco LLC ("Investco"), GAF
Broadcasting Company, Inc., Building Materials Corporation of America ("BMCA"),
and ISP Management Company, Inc. (the "Company"), as assignee of ISP Chemco Inc.
(formerly known as ISP Opco Holdings Inc.). Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to them in the
Agreement.
WHEREAS, the parties desire to amend the Agreement to reflect a change in
ownership of the real property subject to the Lease, 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,
effective January 1, 2002, in order to 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 amended, effective as of January 1, 2002,
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, 2002 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)
- $1,161,750, ISP - $25,000 and, Investco (on behalf of itself and its
subsidiaries) - $1,037,500. 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.
The Company, on behalf of its affiliate 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 affiliate 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 $200,000 for the
quarter ended March 31, 2002 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 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: President, Chief Executive Title: Senior Vice President and
Officer and General Counsel Treasurer
▇▇▇▇▇▇ INC. BUILDING MATERIALS CORPORATION OF AMERICA
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and Title: President and
Treasurer Chief Executive Officer
INTERNATIONAL SPECIALTY PRODUCTS INC. ISP MANAGEMENT COMPANY, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Chief Executive Officer and Title: Chief Executive Officer and
President President
ISP INVESTCO LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President - Finance
and Treasurer of International
Specialty Holdings Inc.,
sole member
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