Letter Agreement Amending $475,000,000 Credit Agreement Among ISP Chemco Inc. and Lenders (April 15, 2004)

Summary

This agreement, dated April 15, 2004, is between ISP Chemco Inc. and related borrowers, their lenders, and JPMorgan Chase Bank as administrative agent. It amends the existing $475 million credit agreement by reducing the revolving credit commitments to $200 million, extending the termination date by five years, and updating certain terms and agent titles. The changes become effective once specific approvals and payments are completed. All other terms of the original credit agreement remain unchanged.

EX-10.3 4 chemco1q04ex103.txt LETTER AGREEMENT DATED APRIL 15, 2004 Exhibit 10.3 April 15, 2004 To the Lenders party to the Credit Agreement referred to below, c/o the Administrative Agent thereunder Re: $475,000,000 Amended and Restated Credit Agreement dated as of April 2, 2004 Ladies and Gentlemen: Reference is made to the $475,000,000 Amended and Restated Credit Agreement dated as of April 2, 2004 (the "Credit Agreement") among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as borrowers (collectively, the "Borrowers"), the Subsidiary Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, as administrative agent for such Lenders (the "Administrative Agent"). Terms used but not defined herein are used as defined in the Credit Agreement. The Lead Borrower hereby notifies the Administrative Agent pursuant to Section 2.08(b) of the Credit Agreement and subject to the terms and conditions thereof (i) of its election to reduce the aggregate amount of the Revolving Credit Commitments such that after giving effect to such reduction, the aggregate amount of Revolving Credit Commitments shall be equal to $200,000,000 (the "Revolving Credit Commitment Reduction"), to be allocated among the Lenders or the financial institutions that will become Lenders on the Extension Effective Date (as defined below), as the case may be, in accordance with Schedule I to this Letter Agreement (which shall be deemed to replace the relevant section of Schedule I to the Credit Agreement from and after the Extension Effective Date) and (ii) that the effective date of such reduction shall be the Extension Effective Date (as defined below). The Borrowers hereby request that, subject to the following sentence: (i) pursuant to Section 2.08(g) of the Credit Agreement and subject to the terms and conditions thereof, the Revolving Credit Commitment Termination Date be extended by five years from the date of this Letter Agreement (the "Revolving Credit Commitment Extension"); (ii) in connection with the Revolving Credit Commitment Reduction, the Lenders waive the requirement contained in Section 2.08(c) of the Credit Agreement that notice by the Lead Borrower of any election to reduce the Revolving Credit Commitments be given at least three Business Days prior to the effective date of such reduction (the "Notice Period Waiver"); -2- (iii) (a) the definition of "Applicable Level" contained in Section 1.01 of the Credit Agreement be amended by (1) replacing the table contained therein with the table attached hereto as Annex 1 and (2) replacing the words "Level V" appearing at the end thereof with the words "Level IV" and (b) the definition of "Applicable Margin" contained in Section 1.01 of the Credit Agreement be amended by replacing the table contained therein with the table attached hereto as Annex 2; and (iv) each of BNP Paribas and Deutsche Bank Trust Company Americas be given the title of Co-Documentation Agent, and each of Bear Stearns Corporate Lending Inc. and UBS AG, Stamford Branch be given the title of Co-Syndication Agent, provided that, anything herein or in the Credit Agreement to the contrary notwithstanding, the Co-Documentation Agents and Co-Syndication Agents named above shall have no duties or responsibilities hereunder or under the Credit Agreement except in their respective capacities as a Lender. The foregoing requests of the Borrowers (the "Requests") shall be approved and effective for all purposes of the Credit Agreement on the date (the "Extension Effective Date") upon which the Administrative Agent shall notify the Borrowers and the Lenders that the Administrative Agent has received: (i) a copy, certified by the Secretary of each Borrower, of resolutions duly adopted by the Board of Directors of each Borrower approving the Requests; (ii) a favorable written opinion (addressed to the Administrative Agent, the LC Bank and the Lenders and dated the Extension Effective Date) of Peter Ganz, General Counsel to the Obligors, in form and substance satisfactory to the Administrative Agent; (iii) evidence satisfactory to the Administrative Agent of payment (or irrevocable instructions for payment) by the Lead Borrower in full of the principal of and interest on the Loans of the Revolving Credit Lenders, and all fees and other amounts (including, without limitation, any amounts payable under Section 2.15 of the Credit Agreement) owing to such Revolving Credit Lenders, under the Credit Agreement; (iv) evidence satisfactory to the Administrative Agent of payment (or irrevocable instructions for payment) by the Borrowers in full of all fees required to be paid on or before the Extension Effective Date to the Administrative Agent (for its own account) or any Lender in connection with this Letter Agreement; (v) evidence satisfactory to the Administrative Agent of the consent to the Requests by the Required Lenders and all of the Revolving Credit Lenders (other than any Declining Revolving Credit Lenders), including, for purposes of this Letter Agreement, those financial institutions listed on Schedule I hereto that will become Revolving Credit Lenders on the Extension Effective Date (the "Continuing Revolving Credit Lenders"); and (vi) from each Revolving Credit Lender whose name does not appear on Schedule I hereto, a written acknowledgment satisfactory to the Administrative Agent -3- that such Revolving Credit Lender is a Declining Revolving Credit Lender for all purposes of Section 2.08(g) of the Credit Agreement. Upon the occurrence of the Extension Effective Date, automatically and without further action on the part of the LC Bank or the Lenders, the participations of the Revolving Credit Lenders in outstanding Letters of Credit shall be reallocated among the Continuing Revolving Credit Lenders such that, after giving effect thereto, the Continuing Revolving Credit Lenders hold participations in outstanding Letters of Credit pro rata in accordance with their respective Revolving Credit Commitments. Each Borrower on behalf of itself, and the Lead Borrower on behalf of each other Obligor, hereby confirms and represents and warrants to the Administrative Agent and the Lenders that (i) the representations and warranties of such Borrower and each other Obligor, as the case may be, set forth in the Credit Agreement (including Sections 4.02 and 4.03 thereof), and of each Obligor in each of the other Credit Documents to which it is a party, are true and correct on and as of the date of this Letter Agreement as if made on and as of such date, and as if each reference therein to the Credit Agreement included reference to this Letter Agreement and (ii) as of the date of this Letter Agreement no Default has occurred and is continuing. Please execute and return to the Lead Borrower a counterpart of this Letter Agreement confirming your consent and agreement to the Requests. This Letter Agreement shall constitute a Credit Document for all purposes of the Credit Agreement. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Letter Agreement may not be amended or waived except by an instrument in writing signed by the Borrowers and the Required Revolving Credit Lenders. This Letter Agreement shall be construed in accordance with and governed by the law of the State of New York. This Letter Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of this Letter Agreement by telecopy shall be effective as delivery of a manually executed counterpart hereof. Very truly yours, ISP CHEMCO INC., individually as Borrower and as Lead Borrower By /s/ Neal E. Murphy ------------------------------- Name: Neal Murphy Title: Senior Vice President and Chief Financial Officer -4- ISP CHEMICALS INC. ISP TECHNOLOGIES INC. ISP MINERALS INC. By /s/ Neal E. Murphy ------------------------------- Name: Neal Murphy Title: Senior Vice President and Chief Financial Officer -5- LENDERS ------- JPMORGAN CHASE BANK, as Administrative Agent, Lender, LC Bank and Swingline Lender By /s/ Peter A. Dedousis ------------------------------ Name: Peter A. Dedousis Title: Managing Director BNP PARIBAS By ------------------------------ Name: Title: BEAR STEARNS CORPORATE LENDING INC. By ------------------------------- Name: Title: UBS AG, STAMFORD BRANCH By ------------------------------ Name: Title: -6- DEUTSCHE BANK TRUST COMPANY AMERICAS By ------------------------------ Name: Title: VAN KAMPEN SENIOR INCOME TRUST By ----------------------------- Name: Title: VAN KAMPEN SENIOR LOAN FUND By ---------------------------- Name: Title: KZH CRESCENT 2 LLC By ---------------------------- Name: Title: KZH CRESCENT 3 LLC By ---------------------------- Name: Title: -7- PRINCIPAL LIFE INSURANCE COMPANY By ---------------------------- Name: Title: MORGAN STANLEY PRIME INCOME TRUST By ---------------------------- Name: Title: C-SQUARED CDO LTD. By ---------------------------- Name: Title: CELERITY CLO LTD By ---------------------------- Name: Title: TCW SELECT LOAN FUND, LIMITED By --------------------------- Name: Title: -8- LOAN FUNDING I LLC By --------------------------- Name: Title: ING-ORYX CLO, LTD. By -------------------------- Name: Title: ARCHIMEDES FUNDING IV, LTD. By --------------------------- Name: Title: SEQUILS ING I (HBDGM), LTD. By --------------------------- Name: Title: NEMEAN CLO, LTD. By --------------------------- Name: Title: -9- ARCHIMEDES FUNDING III, LTD. By -------------------------- Name: Title: ENDURANCE CLO I LTD. By -------------------------- Name: Title: PROMETHEUS INVESTMENT FUNDING NO. 2 By --------------------------- Name: Title: FLAGSHIP CLO 2001-1 By ---------------------------- Name: Title: FLAGSHIP CLO II By ---------------------------- Name: Title: -10- GRAYSON AND CO. By --------------------------- Name: Title: EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By --------------------------- Name: Title: EATON VANCE CDO III, LTD. By --------------------------- Name: Title: COSTANTINUS EATON VANCE CDO V, LTD By -------------------------- Name: Title: EATON VANCE CDO VI, LIMITED By -------------------------- Name: Title: -11- EATON VANCE LIMITED DURATION INCOME FUND By -------------------------- Name: Title: EATON VANCE SENIOR INCOME TRUST By --------------------------- Name: Title: SENIOR DEBT PORTFOLIO By --------------------------- Name: Title: OXFORD STRATEGIC INCOME FUND By --------------------------- Name: Title: TOLLI & CO. By -------------------------- Name: Title: -12- EATON VANCE SENIOR FLOATING RATE TRUST By -------------------------- Name: Title: SRF 2000, INC. By -------------------------- Name: Title: SRF TRADING, INC. By ------------------------- Name: Title: TRUMBULL THC, LTD. By ------------------------ Name: Title: STANWICH LOAN FUNDING LLC By ------------------------- Name: Title: -13- SIERRA CLO I LTD. By -------------------------- Name: Title: OLYMPIC CLO I, LTD. By --------------------------- Name: Title: GRAYSTON CLO 2001-01 LTD. By --------------------------- Name: Title: GALLATIN FUNDING I LTD. By ---------------------------- Name: Title: BEAR STEARNS LOAN TRUST By ---------------------------- Name: Title: -14- BRAYMOOR & CO. By ---------------------------- Name: Title: GRAYSTON CLO II 2004-1 LTD. By ----------------------------- Name: Title: BILL AND MELINDA GATES FOUNDATION By ----------------------------- Name: Title: MAPLEWOOD (CAYMAN) LIMITED By ---------------------------- Name: Title: ELC (CAYMAN) LTD. 2000-1 By ---------------------------- Name: Title: -15- MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By ---------------------------- Name: Title: SUFFIELD CLO, LIMITED By ---------------------------- Name: Title: TRYON CLO LTD. 2000-1 By ---------------------------- Name: Title: APEX (IDM) CDO I, LTD. By ---------------------------- Name: Title: ELC (CAYMAN) LTD. 1999-II By ---------------------------- Name: Title: -16- ELC (CAYMAN) LTD. 1999-III By ---------------------------- Name: Title: C.M. LIFE INSURANCE CO. By ---------------------------- Name: Title: BABSON CLO LTD. 2003-I By ---------------------------- Name: Title: SIMSBURY CLO, LIMITED By ---------------------------- Name: Title: SEABOARD CLO 2000 LTD. By ---------------------------- Name: Title: -17- BABSON CLO LTD. 2004-I By ---------------------------- Name: Title: WINGED FOOT FUNDING TRUST By ----------------------------- Name: Title: JUPITER LOAN FUNDING LLC By ------------------------------ Name: Title: TORONTO DOMINION (NEW YORK) INC. By ------------------------------ Name: Title: HARCH CLO I LIMITED By ----------------------------- Name: Title: -18- METROPOLITAN LIFE INSURANCE CO. By ---------------------------- Name: Title: METLIFE BANK, NATIONAL ASSOCIATION By ----------------------------- Name: Title: JISSEKIKUN FUNDING, LTD. By ------------------------------ Name: Title: SEQUILS-MAGNUM, LTD. By ------------------------------ Name: Title: WAVELAND-INGOTS, LTD. By ------------------------------ Name: Title: -19- WRIGLEY CDO, LTD. By ----------------------------- Name: Title: CATALINA CDO LTD. By ----------------------------- Name: Title: LOAN FUNDING III LLC By ----------------------------- Name: Title: PIMCO HIGH YIELD FUND By ----------------------------- Name: Title: PETRUSSE EUROPEAN CLO SA By ----------------------------- Name: Title: -20- CHARTER VIEW PORTFOLIO By ----------------------------- Name: Title: DIVERSIFIED CREDIT PORTFOLIO LTD. By ----------------------------- Name: Title: INVESCO EUROPEAN CDO I S.A. By ------------------------------ Name: Title: CHAMPLAIN CLO, LTD. By ------------------------------ Name: Title: SPS HIGH YIELD LOAN TRADING By ------------------------------ Name: Title: -21- SCHEDULE I Commitments ----------- (in each case as of the Extension Effective Date) [See definitions of "Lenders", "Revolving Credit Commitment" and "Term Loan Commitment" in Section 1.01 of the Credit Agreement] Revolving Credit Commitments ---------------------------- Revolving Credit Lender Commitment Amount - ----------------------- ----------------- JPMORGAN CHASE BANK $ 45,000,000.00 BNP PARIBAS $ 43,000,000.00 BEAR STEARNS CORPORATE LENDING INC. $ 40,000,000.00 UBS AG, STAMFORD BRANCH $ 36,000,000.00 DEUTSCHE BANK TRUST COMPANY AMERICAS $ 36,000,000.00 ---------------- TOTAL REVOLVING CREDIT LENDERS $ 200,000,000.00 ================ -22- ANNEX 1 - ------------------------------------------------------------- Applicable Level - ------------------------------------------------------------- Level Total Debt Leverage ----- Maintenance Ratio ----------------- - ------------------ ------------------------------------------ I Less than 2.0 to 1 - ------------------ ------------------------------------------ II Equal to or greater than 2.0 to 1 and less than 3.0 to 1 - ------------------ ------------------------------------------ III Equal to or greater than 3.0 to 1 and less than 4.0 to 1 - ------------------ ------------------------------------------ IV Equal to or greater than 4.0 to 1 - ------------------ ------------------------------------------ -23- ANNEX 2 - ---------------------------------------------------------- Applicable Margin ----------------- (Per annum) - ---------------------------------------------------------- Applicable Revolving Credit Loans and Swingline Level Loans - ------------------ --------------------------------------- Eurodollar Loans ABR Loans - ------------------ ------------------- ------------------- I 1.50% 0.50% - ------------------ ------------------- ------------------- II 1.75% 0.75% - ------------------ ------------------- ------------------- III 2.00% 1.00% - ------------------ ------------------- ------------------- IV 2.25% 1.25% - ------------------ ------------------- -------------------