Exhibit 10.11


 


AMENDMENT No. 10,
dated as of January 1, 2008, 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, Amendment No. 6 dated as of January 1, 2004, Amendment No. 7
dated as of January 1, 2005, Amendment No. 8 dated as of January 1,
2006, and Amendment No. 9 dated as of January 1, 2007 (as so amended,
the “Agreement”), by and among G-I Holdings Inc., Merick Inc., International
Specialty Products Inc. (“ISP”), International Specialty Holdings LLC (formerly
International Specialty Holdings Inc.) (“ISH”), ISP Investco LLC (“Investco”),
ISP Minerals Inc. (“Minerals”), GAF Broadcasting Company, Inc., Building
Materials Corporation of America (“BMCA”), and ISP Management Company, Inc.
(the “Company”), as assignee of ISP Chemco LLC (formerly 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, 2008
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) — $1,253,000; ISP - $5,000;
ISH - $10,000; Minerals - $3,127,000 and Investco (on behalf of itself and its
subsidiaries) - $950,000.  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 $235,000
for the quarter ended March 31, 2007 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/ Louis Feldman

  	
   

  	
  By:

  	
   /s/ Robert B. Tafaro

  
	
  Name:

  	
  Louis Feldman

  	
   

  	
  Name:

  	
  Robert B. Tafaro

  
	
  Title:

  	
  Chief Tax Counsel and Assistant

  	
   

  	
  Title:

  	
  Chief Executive Officer, President

  
	
   

  	
  Secretary

  	
   

  	
   

  	
  and Secretary

  
	
  Date:

  	
  March 10, 2009

  	
   

  	
  Date:

  	
  March 27, 2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MERICK INC.

  	
   

  	
  BUILDING MATERIALS

  
	
   

  	
   

  	
  CORPORATION OF AMERICA

  
	
  By:

  	
   /s/ Robert B. Tafaro

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Robert B. Tafaro

  	
   

  	
  By:

  	
   /s/ John F. Rebele

  
	
  Title:

  	
  Chief Executive Officer, President and

  	
   

  	
  Name:

  	
  John F. Rebele

  
	
   

  	
  Secretary

  	
   

  	
  Title:

  	
  Senior Vice President,

  
	
  Date:

  	
  March 27, 2009

  	
   

  	
   

  	
  Chief Financial Officer and

  
	
   

  	
   

  	
   

  	
   

  	
  Chief Administrative Officer

  
	
   

  	
   

  	
   

  	
  Date:

  	
  March 27, 2009

  
	
  INTERNATIONAL SPECIALTY

  	
   

  	
   

  	
   

  
	
  PRODUCTS INC.

  	
   

  	
  ISP MANAGEMENT COMPANY, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Gregg Kam

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Gregg Kam

  	
   

  	
  By:

  	
   /s/ Gregg Kam

  
	
  Title:

  	
  Senior Vice President and

  	
   

  	
  Name:

  	
  Gregg Kam

  
	
   

  	
  Chief Financial Officer

  	
   

  	
  Title:

  	
  Senior Vice President and

  
	
  Date:

  	
  March 19, 2009

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
  Date:

  	
  March 19, 2009

  
	
  ISP MINERALS INC.

  	
   

  	
   

  
	
   

  	
   

  	
  ISP INVESTCO LLC

  
	
   

  	
   

  	
  By: International Specialty Holdings LLC,

  
	
  By:

  	
   /s/ Kenneth E. Walton

  	
   

  	
        its sole member

  
	
  Name:

  	
  Kenneth E. Walton

  	
   

  	
   

  
	
  Title:

  	
  President

  	
   

  	
  By:

  	
   /s/ Gregg Kam

  
	
  Date:

  	
  March 10, 2009

  	
   

  	
  Name:

  	
  Gregg Kam

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President and

  
	
   

  	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
  INTERNATIONAL SPECIALTY

  	
   

  	
  Date:

  	
  March 19, 2009

  
	
  HOLDINGS LLC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ Gregg Kam

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Gregg Kam

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Senior Vice President and

  	
   

  	
   

  	
   

  
	
   

  	
  Chief Financial Officer

  	
   

  	
   

  
	
  Date:

  	
  March 19, 2009