Exhibit 10.4
AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT
AMENDMENT NO. 1 dated as of April 2, 2004 to the Pledge and
Security Agreement (this "Amendment No. 1"), among ISP CHEMCO INC., ISP
CHEMICALS INC., ISP TECHNOLOGIES INC. and ISP MINERALS INC., each a Delaware
corporation (individually, a "Borrower", and, collectively, the "Borrowers"),
ISP CHEMCO INC., as agent for the Obligors hereunder (in such capacity, the
"Lead Borrower"), each of the SUBSIDIARY GUARANTORS party hereto from time to
time and JPMORGAN CHASE BANK, as administrative agent for the Lenders and the
LC Bankunder (and as defined in) the Credit Agreement referred to below (in
such capacity, the "Administrative Agent").
The Obligors, certain of the Lenders and the Administrative
Agent are parties to a Pledge and Security Agreement dated as of June 27, 2001
(as in effect immediately prior to the effectiveness of this Amendment No. 1,
the "Security Agreement"). The parties hereto wish to amend the Security
Agreement as hereinafter set forth. Accordingly, the parties hereto hereby agree
as follows:
Section 1. Definitions. Except as otherwise defined herein,
terms defined in the Security Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the
condition precedent specified in Section 3 hereof, the Security Agreement is
hereby amended as of the date hereof as set forth below:
1. 2.01. References in the Security Agreement to "this Agreement" (and indirect
references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed
to be references to the Security Agreement as amended hereby. References in the
Security Agreement to "the Credit Agreement" (and indirect references such as
"thereunder", "thereby", "therein" and "thereof") shall be deemed to be
references to the Credit Agreement referred to below.
2. 2.02. Section 1(a) of the Security Agreement is hereby amended by deleting
the definition of "Special Reserve Sub-Account" appearing therein.
3. 2.03. Section 4.01 of the Security Agreement is hereby amended to read in
its entirety as follows:
"4.01 Collateral Account. The Administrative Agent
will cause to be established at one or more banking
institutions to be selected by the Administrative Agent
accounts (collectively, the "Collateral Account "), which
shall be one or more Securities Accounts and Deposit Accounts,
each in the name and under the sole dominion and control of
the Administrative Agent and, in the case of a Securities
Account, in respect of which the Administrative Agent is the
Entitlement Holder, into which there shall be deposited from
time to time the cash proceeds of any of the Collateral
(including proceeds of insurance thereon) required to be
delivered to the Administrative Agent pursuant hereto or that,
as
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provided in Section 2.05(k) of the Credit Agreement, any of the
Obligors are required to pledge as cash collateral or otherwise deposit
into the Collateral Account. The Financial Assets and other property
and balances credited to the Collateral Account from time to time shall
constitute part of the Collateral hereunder and shall not constitute
payment of the Secured Obligations until applied as hereinafter
provided. Except as provided (a) in the next sentence with respect to
an Event of Default or (b) with respect to the amount of the LC
Exposure Sub-Account, the Administrative Agent shall remit the
collected balance standing to the credit of the Collateral Account to
or upon the order of the Lead Borrower shall from time to time
instruct. However, at any time following the occurrence and during the
continuance of an Event of Default, the Administrative Agent may (and,
if instructed by the Required Lenders, shall) in its (or their)
discretion apply or cause to be applied (subject to collection) the
balance from time to time stand ing to the credit of the Collateral
Account to the payment of the Secured Obligations in the manner
specified in Section 5.09. The balance from time to time in the
Collateral Account shall be subject to withdrawal and application only
as provided herein (including this Section and Sections 4.04 and
5.09)."
2.04. Section 4.03 of the Security Agreement is hereby amended to read
in its as follows:
"4.03 Investment of Balance in Collateral Account. The cash balance
standing to the credit of the Collateral Account shall be invested from
time to time in such Cash Equivalents as the Lead Borrower (or, after
the occurrence and during the continuance of a Default, the
Administrative Agent) shall determine, which Cash Equivalents shall be
held in the name and be under the control of the Administrative Agent,
and shall be credited to the Collateral Account, provided that at any
time after the occurrence and during the continuance of an Event of
Default, the Administrative Agent may (and, if instructed by the
Required Lenders, shall) in its (or their) discretion at any time and
from time to time elect to liquidate any such Cash Equivalents and to
apply or cause to be applied the proceeds thereof to the payment of the
Secured Obligations in the manner specified in Section 5.09. All
Proceeds (including income, gain and sale proceeds) in respect of Cash
Equivalents shall be credited to Collateral Account. All losses with
respect to any property, including Cash Equivalents, credited to the
Collateral Account shall be solely for account of the Obligors, and
such losses shall be allocated first to the balance of the Collateral
Account other than the LC Exposure Sub-Account and second to the LC
Exposure Sub-Account."
2.05. Section 4.05 of the Security Agreement is hereby deleted in its
entirety.
2.06. The last sentence of Section 5.09 of the Security Agreement is
hereby amended to read in its entirety as follows:
"Notwithstanding the foregoing, the proceeds of any cash or other
amounts held in the LC Exposure Sub-Account pursuant to Section 4.04
shall be applied first to
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the LC Exposure outstanding from time to time and second to the other
Secured Obligations in the manner provided above in this Section 5.09."
Section 3. Effectiveness. This Amendment No. 1 shall become
effective as of the date hereof upon the satisfaction of the conditions
precedent set forth in Section 5.01 of the Amended and Restated Credit Agreement
dated as of April 2, 2004 among the Obligors, the lenders party thereto and the
Administrative Agent (the "Credit Agreement").
Section 4. Confirmation of Security Interests. Each of the
Obligors, by its execution of this Amendment No. 1, hereby confirms and ratifies
that all of its respective obligations under the Security Agreement and the
security interests granted thereunder shall continue in full force and effect
for the benefit of the Administrative Agent and the Lenders with respect to the
Credit Agreement and the Security Agreement as amended hereby.
Section 5. Miscellaneous. Except as herein provided, the
Security Agreement shall remain unchanged and in full force and effect. This
Amendment No. 1 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same agreement and any of the
parties hereto may execute this Amendment No. 1 by signing any such counterpart.
This Amendment No. 1 shall be governed by, and construed in accordance with, the
law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed and delivered as of the day and year first above written.
BORROWERS
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ISP CHEMCO INC.,
Individually and as Lead Borrower
By /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
ISP CHEMICALS INC.
ISP TECHNOLOGIES INC.
ISP MINERALS INC.
By /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
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SUBSIDIARY GUARANTORS
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BLUEHALL INCORPORATED
VERONA INC.
ISP ALGINATES INC.
ISP MANAGEMENT COMPANY, INC.
ISP REAL ESTATE COMPANY, INC.
ISP FREETOWN FINE CHEMICALS INC.
ISP INVESTMENTS INC.
ISP GLOBAL TECHNOLOGIES INC.
ISP INTERNATONAL CORP.
ISP (PUERTO RICO) INC.
ISP ENVIRONENTAL SERVICES INC.
By /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
ISP MANAGEMENT LLC
By ISP Management Company, Inc.,
sole member
By /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
ISP MINERALS LLC
ISP GRANULE PRODUCTS LLC
By ISP Minerals Inc.,
sole member
By /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
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ISP TECHNOLOGIES LLC
ISP MICROCAPS (U.S.) LLC
By ISP Technologies Inc.,
sole member
By /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
ISP CHEMICALS LLC
By ISP Chemcals Inc.,
sole member
By /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
ISP INVESTMENTS LLC
By ISP Investments Inc.,
sole member
By /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
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ISP GLOBAL TECHNOLOGIES LLC
By ISP Global Technologies Inc.,
sole member
By /s/ Xxxx X. Xxxxxx
------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
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ADMINISTRATIVE AGENT
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JPMORGAN CHASE BANK
as Administrative Agent
By /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Managing Director
