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
Xxxxxxx 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 Xxxxx Xxxx, 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 Xxxxxxxx and as Lead Borrower
By /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
-4-
ISP CHEMICALS INC.
ISP TECHNOLOGIES INC.
ISP MINERALS INC.
By /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
-5-
LENDERS
-------
JPMORGAN CHASE BANK,
as Administrative Agent, Lender, LC Bank and
Swingline Lender
By /s/ Xxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
BNP PARIBAS
By
------------------------------
Name:
Title:
BEAR XXXXXXX CORPORATE LENDING INC.
By
-------------------------------
Name:
Title:
UBS AG, STAMFORD BRANCH
By
------------------------------
Name:
Title:
-6-
DEUTSCHE BANK TRUST COMPANY
AMERICAS
By
------------------------------
Name:
Title:
XXX XXXXXX SENIOR INCOME TRUST
By
-----------------------------
Name:
Title:
XXX XXXXXX 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:
XXXXXX XXXXXXX 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-
XXXXXXX AND CO.
By
---------------------------
Name:
Title:
XXXXX XXXXX INSTITUTIONAL SENIOR
LOAN FUND
By
---------------------------
Name:
Title:
XXXXX XXXXX CDO III, LTD.
By
---------------------------
Name:
Title:
COSTANTINUS XXXXX XXXXX CDO V, LTD
By
--------------------------
Name:
Title:
XXXXX XXXXX CDO VI, LIMITED
By
--------------------------
Name:
Title:
-11-
XXXXX XXXXX LIMITED DURATION
INCOME FUND
By
--------------------------
Name:
Title:
XXXXX XXXXX 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-
XXXXX XXXXX 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 XXXXXXX LOAN TRUST
By
----------------------------
Name:
Title:
-14-
BRAYMOOR & CO.
By
----------------------------
Name:
Title:
GRAYSTON CLO II 2004-1 LTD.
By
-----------------------------
Name:
Title:
XXXX AND XXXXXXX XXXXX 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:
XXXXX 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 XXXXXXX 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%
------------------ ------------------- -------------------
