TAX SHARING AGREEMENT
THIS TAX SHARING AGREEMENT made as of the 1st day of January,
1997, by and among ISP Holdings Inc., a Delaware corporation ("Holdings"),
International Specialty Products Inc., a Delaware corporation ("ISP"), and each
of the following Delaware corporations: Bluehall Incorporated, ISP (Puerto Rico)
Inc., ISP Chemicals Inc., ISP Environmental Services Inc., ISP Filters Inc., ISP
Fine Chemicals Inc., ISP Global Technologies Inc., ISP International Corp., ISP
International Filters Inc., ISP Investments Inc., ISP Management Company Inc.,
ISP Mineral Products Inc., ISP Minerals Inc., ISP Newark Inc., ISP Real Estate
Company, Inc., ISP Realty Corporation, ISP Technologies Inc., ISP Van Dyk Inc.,
and Verona Inc.;
WHEREAS, Holdings is the common parent of an affiliated group of
corporations within the meaning of Section 1504(a) of the Internal Revenue Code
of 1986, as amended (the "Code") and ISP is a member of said affiliated group;
WHEREAS, Holdings and ISP wish to provide for the allocation
among them of the consolidated federal income tax liability of said affiliated
group and certain related matters;
NOW, THEREFORE, in consideration of the foregoing premises and of
the mutual covenants contained herein, it is agreed as follows:
1. Definitions
a. Where applicable, terms used in this Agreement shall have
the meanings ascribed to them in, and shall be interpreted in accordance with,
the Code, and the regulations and rulings issued thereunder, as in effect from
time to time.
b. For purposes of this Agreement, the terms set forth below
shall be defined as follows:
(i) Holdings Group -- Holdings, ISP and all corporations
(whether now existing or hereafter formed or acquired) that at the time join
with Holdings (or any successor common parent corporation) in filing a
consolidated federal income tax return.
(ii) Parent -- Holdings, or any successor common parent
corporation of the Holdings Group.
(iii) ISP -- ISP, or any successor corporation.
(iv) ISP Group -- ISP and any subsidiary corporation
(whether now existing or hereafter formed or acquired) which would be included
in the affiliated group of corporations (as defined in Section 1504(a) of the
Code) of
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which ISP would be the common parent but for the inclusion of ISP in the
Holdings Group.
(v) Holdings Group Actual Tax Liability -- The
consolidated federal income tax liability reported on the consolidated federal
income tax return filed by the Holdings Group for the taxable year.
(vi) ISP Group Tax Liability -- The hypothetical
consolidated federal income tax liability, determined at the end of the taxable
year, of the ISP Group computed as if the ISP Group had filed its own
consolidated federal income tax return for such taxable year and all prior
taxable years beginning January 1, 1997 or thereafter during the term of this
Agreement; provided, that an item which was not taken into account in
calculating the ISP Group Tax Liability in any such prior year by reason of the
limitations set forth in this definition shall be carried forward to the
subsequent year (if the carryforward of such item shall not have expired under
applicable provisions of the Code) and shall be taken into account in computing
the ISP Group Tax Liability in such subsequent year, subject to the limitations
set forth in this definition: (1) subject to the modifications specified in
Treas. Reg. Sec. 1.1552-1(a)(2)(ii), other than the modifications specified in
Treas. Reg. Sec. 1.1552-1(a)(2)(ii)(a) and Treas. Reg. Sec.
3
1.1552-1(a)(2)(ii)(b); (2) using the highest marginal federal income tax
corporate rate applicable to such taxable year; (3) using the same elections and
methods of accounting as are used with respect to the ISP Group in the
determination of the Holdings Group Actual Tax Liability; (4) using an amount of
carryback and carryforward of ISP Group deduction, loss or credit to offset the
ISP Group's hypothetical consolidated federal taxable income (or, in the case of
credits against tax, liability for tax) after taking into account all items of
deduction, loss or credit of all members of the Holdings Group for the current
taxable year; (5) except in the case of foreign tax credits, using an amount of
the ISP Group deduction, loss or credit (whether currently or as a carryback or
carryforward) to offset the ISP Group's hypothetical consolidated federal
taxable income (or, in the case of credits against tax, liability for tax) only
when and to the extent such deduction, loss or credit reduces the Holdings Group
Actual Tax Liability or reduces the Holdings Group actual consolidated federal
taxable income for such year during the term of this Agreement (taking any
carryback or carryforward of such deduction, loss or credit into account on a
pro rata basis with those of all members of the Holdings Group other than the
ISP Group); provided, that the limitation in this clause (5)
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shall not apply to those items ("ISP Group Excepted Items") of deduction, loss
or credit for the taxable year or those items comprising the net operating loss
deduction, in both cases to the extent such items are not subject to a specific
limitation under the Code (e.g., in the case of an ISP Group capital loss, the
limitation in this clause (5) shall apply (i.e., it can be used only when and to
the extent such loss reduces the Holdings Group Actual Tax Liability or reduces
the Holdings Group actual consolidated federal taxable income for such year
during the term of this Agreement) and in the case of an ordinary and necessary
business expense of the ISP Group the limitation in this clause (5) shall not
apply); (6) using an amount of the ISP Group foreign tax credit in any taxable
year to offset the ISP Group's hypothetical consolidated federal tax liability
for such year as follows: (A) if the Holdings Group Actual Tax Liability for
such taxable year (determined without regard to the ISP Group's foreign tax
credit for such year) does not exceed $12,000,000, using an amount of the ISP
Group's foreign tax credit generated in such taxable year not to exceed
$12,000,000; provided, if the Holdings Group Actual Tax Liability for such
taxable year exceeds zero by reason of income attributable to ISP, the amount of
ISP's foreign tax credit utilized in such taxable year would be reduced by
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the amount of such excess; (B) if the Holdings Group Actual Tax Liability for
such taxable year (determined without regard to the ISP Group's foreign tax
credit for such year) exceeds $12,000,000, using an amount of the ISP Group's
foreign tax credit generated in such taxable year not to exceed the amount of
foreign tax credit actually utilized by Parent to reduce the Holdings Group
Actual Tax Liability for such taxable year (taking such credit into account on a
pro rata basis with those of all members of the Holdings Group other than the
ISP Group for such taxable year, but prior to taking into account any
carryforward of credits generated in prior taxable years); and (C) using an
amount of carryback and carryforward of the ISP Group's foreign tax credit only
when and to the extent such credit reduces the Holdings Group Actual Tax
Liability during the term of this Agreement (taking such carryforward or
carryback into account on a pro rata basis with those of all members of the
Holdings Group other than the ISP Group); and (7) without regard to any change
or adjustment to the tax attributes, including basis in assets, of any member of
the Holdings Group arising from the transactions relating to the formation of
the ISP Group. The ISP Group Tax Liability shall be determined each taxable year
by Parent in its sole discretion.
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(vii) ISP Group Estimated Tax Liability -- ISP Group's Tax
Liability, determined through the end of each period for which estimated federal
income tax payments on a consolidated basis are due. The ISP Group Estimated Tax
Liability shall be determined each taxable year by Parent in its sole
discretion, in accordance with the principles of subparagraph 1(b)(vi) hereof.
(viii) ISP Group Tax Refund -- The hypothetical
consolidated federal income tax refund for any year to which the ISP Group would
be entitled, determined in accordance with the principles of subparagraph
1(b)(vi) and using an amount of carryback of ISP Group Excepted Items only when
and to the extent such deduction, loss or credit reduces the Holdings Group
Actual Tax Liability or reduces the Holdings Group actual consolidated federal
taxable income for such year during the term of this Agreement (taking such
deduction, loss or credit into account on a pro rata basis with those of all
members of the Holdings Group other than the ISP Group); provided, such loss,
deduction or credit has not been previously utilized to reduce the ISP Group Tax
Liability or the ISP Group hypothetical consolidated federal taxable income. The
ISP Group Tax Refund shall be determined each taxable year by Parent in its sole
discretion.
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(ix) tax -- regular corporate income tax or corporate
alternative minimum tax and environmental tax together with any and all
interest, additions to tax, fines and penalties payable with respect thereto.
2. PAYMENTS OF CONSOLIDATED FEDERAL INCOME TAX LIABILITY;
FILING OF RETURNS
a. Tax Payments by Parent; Filing of Returns
Parent shall file consolidated federal income tax returns and
estimated tax returns for each taxable year during the term of this Agreement,
which returns shall include the ISP Group, and shall pay in full any tax shown
on such returns.
b. Payment of ISP Group Tax Liability
For each taxable year or portion thereof during which ISP is
included in a consolidated federal income tax return with Parent, ISP will pay
to Holdings an amount equal to the ISP Group Tax Liability. To the extent that
the obligation to pay such amount has not been fully satisfied pursuant to
paragraph 2(c), ISP shall pay any such remaining amount to Holdings no later
than five (5) days prior to the due date for the filing by Parent of the
consolidated
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federal income tax return for the Holdings Group (without regard to
extensions).
c. Estimated Payments
On any date on which Parent is to make an estimated federal
income tax payment of the Holdings Group on a consolidated basis, ISP will make
an estimated payment to Holdings in an amount equal to the ISP Group Estimated
Tax Liability (reduced by all prior payments required to be made by ISP under
this paragraph 2(c) with respect to the same taxable year). If the total of such
estimated payments made by ISP to Holdings with respect to a taxable year shall
be in excess of the liability of ISP to Holdings pursuant to paragraph 2(b) for
such taxable year, Holdings shall pay the amount of such excess to ISP, (x) to
the extent that such excess (or part thereof) represents all or part of a tax
refund to be received by the Holdings Group, no later than five (5) days after
the receipt of such refund with an allocable share of interest received thereon
(net of tax; provided, such interest shall not be treated as an item of income
of the ISP Group under this Agreement); (y) to the extent such excess (or part
thereof) represents all or part of a credit against the Holdings Group's
estimated tax for a succeeding taxable year, no later than five (5) days after
such estimated tax payments against which such excess is
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credited is to be paid by the Parent; or (z) to the extent (x) and (y) do not
apply to such excess (or part thereof), no later than the date on which Parent
files the consolidated federal income tax return for the Holdings Group.
d. Tax Refunds
(i) Holdings shall pay to ISP the amount of any ISP Group
Tax Refund for each taxable year ending after the date hereof.
(ii) The payments described in this paragraph 2(d) shall
be made no later than (i) in the case of an actual refund to which the Holdings
Group is entitled, five (5) days after such refund is received by Parent on
behalf of the Holdings Group or (ii) otherwise, five (5) days after the date on
which Parent files the consolidated federal income tax return for the Holdings
Group.
3. CHANGES IN TAX LIABILITY
a. If any of the Holdings Group consolidated federal income tax
returns for taxable years of Holdings ending on or after January 1, 1997 is
changed or otherwise adjusted (including, without limitation, by reason of the
filing of an amended return, a "final determination" as defined in Section
1313(a) of the Code or any of the events specified in Section 6213(b) or (d) of
the Code), then the amount of the
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events specified in Section 6213(b) or (d) of the Code), then the amount of
the payment required (1) from ISP to Holdings under paragraph 2(b) or
(2) from Holdings to ISP under paragraph 2(d), as the case may be, shall
be recomputed by substituting the amount of the Holdings Group Actual
Tax Liability (or the Holdings Group actual consolidated federal taxable
income), the ISP Group Tax Liability (or the ISP Group hypothetical
consolidated federal taxable income), or the ISP Group Tax Refund after
the adjustments described above in place of the Holdings Group Actual
Tax Liability (or the Holdings Group actual consolidated federal taxable
income), the ISP Group Tax Liability (or the ISP Group hypothetical
consolidated federal taxable income), or the ISP Group Tax Refund as
previously computed. Not later than (i) five (5) days prior to the due
date for any additional payment of tax by the Holdings Group or five (5)
days after the receipt of a refund or (ii) five (5) days after the event
giving rise to the recomputation if such event will not result in the
payment of additional tax or the receipt of a refund, ISP shall pay to
Holdings, or Holdings shall pay to ISP, as the case may be, the
difference between the new ISP Group Tax Liability (or Refund) and the
amounts previously paid. The parties recognize that such new liability
(or Refund) for
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any taxable year is not necessarily the Holdings Group's or the ISP Group's
final liability for that taxable year, and may be recomputed in accordance with
this paragraph 3(a) more than once.
b. If any of the Holdings Group consolidated federal income tax
returns for taxable years of Holdings ending on or before January 1, 1997 is
changed or otherwise adjusted (including, without limitation, by reason of the
filing of an amended return, a "final determination" as defined in Section 1313
(a) of the Code or any of the events specified in Section 6213(b) or (d) of the
Code), then ISP shall pay to Holdings an amount equal to any tax that would be
payable by reason of any such change or adjustment relating to the business or
assets of ISP (other than taxes, if any, arising from the transactions relating
to the formation of ISP Group). Such payments shall be determined by Parent, in
its sole discretion, in accordance with principles analogous to these set forth
herein and shall be made not later than (i) five (5) days prior to the due date
for any additional payment of tax by the Holdings Group or (ii) five (5) days
after the event giving rise to the change or adjustment if such event will not
result in the payment of additional tax. The parties recognize that such payment
for any taxable year is not necessarily the ISP Group's
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final liability under this paragraph 3(b) for that taxable year, and may be
recomputed in accordance with this paragraph 3(b) more than once.
c. Payments made pursuant to paragraph (a) shall include an
allocable portion of any interest paid or credited by the Internal Revenue
Service (net of tax; provided, such interest shall not be treated as an item of
income of the ISP Group); payments made pursuant to paragraphs (a) and (b) shall
not themselves bear interest.
4. NEW MEMBERS
If sufficient stock of any corporation is acquired hereafter by
any member of the ISP Group so that the corporation becomes a member of the ISP
Group ("New Member"), the New Member shall become a party to this Agreement by
delivering to the Parent a written instrument to such effect. ISP shall use its
best efforts, if so requested by Holdings, to cause the delivery of such written
instrument and the execution of Form 1122, Authorization and Consent of
Subsidiary Corporation to be Included in a Consolidated Income Tax Return. The
parties hereto hereby agree to the inclusion of any such New Member as a party
to this Agreement.
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5. ALLOCATION OF STATE AND LOCAL
INCOME TAX LIABILITY
a. In the event that (i) any member of the ISP Group and
(ii) at least one member of the Holdings Group not including any member
of the ISP Group elect or are required to file consolidated, combined or
unitary state or local income tax returns or otherwise become liable for
state or local income taxes determined on a consolidated, combined or
unitary basis, principles analogous to those set forth herein for the
payment of consolidated federal income tax liability and refunds thereof
shall be used to determine the respective shares of such taxes and the
amount of any payments due ISP from Holdings on behalf of all members of
the Holdings Group other than the ISP Group and the amount and timing of
payments to be made in respect thereof.
b. If the Holdings Group consolidated, combined or unitary state
or local income tax returns or the separate state or local income tax returns
of Holdings or any member of the Holdings Group, in both cases for taxable
years of Holdings ending on or before January 1, 1997 are changed or otherwise
adjusted (including, without limitation, by reason of the filing of an amended
return, a "final determination" as defined in Section 1313(a) of the Code or
any of the events specified in Section 6213(b) or (d) of the Code), then ISP
shall pay to Holdings an amount
14
equal to any tax that would be payable by reason of any such change or
adjustment relating to the business or assets of the ISP Group (other than
taxes, if any, arising from the transactions relating to the formation of the
ISP Group). Such payments shall be determined by Parent, in its sole discretion,
in accordance with principles analogous to those set forth herein and shall be
made not later than (i) five (5) days prior to the due date for any additional
payment of tax by the Holdings Group or (ii) five (5) days after the event
giving rise to the change or adjustment if such event will not result in the
payment of additional tax. The parties recognize that such payment for any
taxable year is not necessarily the ISP Group's final liability under this
paragraph 5(b) for that taxable year, and may be recomputed in accordance with
this paragraph 5(b) more than once. Payments made pursuant to this paragraph (b)
shall not themselves bear interest.
6. PAYMENT
a. Any payment required by ISP to Holdings under paragraph 2(b),
paragraph 2(c), paragraph 9(c) or paragraph 9(d) shall be made (i) first, by
reducing the amount of any account payable of Holdings to the ISP Group
15
created under paragraph 6(b) (but not below zero) and (ii) thereafter in cash.
b. Any payment required by Holdings to ISP pursuant to paragraph
2(d) shall be made at the option of Holdings (i) in cash or (ii) by entering or
increasing an account payable of Holdings to ISP on the books of account of
Holdings; provided that Holdings shall pay to ISP the amount of any ISP Group
Tax Refund for a taxable year ending after the date hereof in cash if and to the
extent that the Holdings Group receives a refund from a taxing authority for
such taxable year, together with an allocable share of any interest received
with respect thereto (net of tax; provided, such interest shall not be treated
as an item of income of the ISP Group under this Agreement); and provided,
further, that Holdings shall not pay to ISP an amount greater than the amount of
refund with interest actually received thereon (net of tax; provided, such
interest shall not be treated as an item of income of the ISP Group under this
Agreement) received from the taxing authority.
c. Any account payable created under this paragraph 6 from
Holdings to ISP shall be due on the earlier of (i) such date as Holdings no
longer owns (directly or indirectly) more than 50% of the outstanding stock of
ISP or (ii) the dates of the filing of federal income tax returns
16
of ISP for taxable years of ISP following the last taxable year in which it was
a member of the Holdings Group to the extent each such return reflects a tax
liability which would have reduced the account payable under paragraph 6(a) were
ISP still a member of the Holdings Group and subject to the terms of this
Agreement.
7. SPECIAL PROVISIONS REGARDING ISP
GROUP'S FOREIGN TAX CREDIT
a. At the end of each taxable year, Holdings shall enter or
increase an account payable of Holdings to ISP in an amount equal to the excess,
if any, of the ISP Group's foreign tax credits for such year (subject to the
foreign tax credits being allowed under ISP Group's separate foreign tax credit
limitation, taking into account carrybacks and carryforwards under Section 904
of the Code) over the ISP Group's foreign tax credits taken into account under
subparagraph 1(b)(vi)(6)(A) or subparagraph 1(b)(vi)(6)(B) (such excess being
referred to as "Excess Foreign Tax Credits").
b. Such account payable shall be reduced (i) at the end of each
taxable year of ISP during the term of this Agreement to the extent that Excess
Foreign Tax Credits are utilized under subparagraph 1(b)(vi)(6)(C) and (ii) at
the end of each taxable year of ISP following the
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last taxable year in which it was a member of the Holdings Group to the extent
the federal income tax return of ISP for such taxable year reflects a tax
liability which is reduced by such Excess Foreign Tax Credits (taking such
Excess Foreign Tax Credits into account prior to those of ISP and all other
members of the ISP Group).
c. The balance of such account payable, if any, shall be paid
from time to time on the date that is thirty (30) days following the expiration
of the statute of limitations on assessment of tax for the last year to which
such Excess Foreign Tax Credits or item thereof may be carried forward.
8. PROCEDURAL MATTERS
Parent shall prepare and file the consolidated federal income tax
returns, consolidated, combined or unitary state or local income tax returns and
any other returns, documents or statements required to be filed with respect to
the determination of the consolidated, combined or unitary federal, state or
local income tax liability of the Holdings Group or members thereof for all
taxable years of the Holdings Group or members thereof (including taxable years
ending prior to or including the date hereof). In its sole discretion, Parent
shall have the right to make all
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decisions with respect to such returns and all matters relating to the federal,
state or local income tax liability of the Holdings Group and members thereof
for all taxable years of the Holdings Group or members thereof (including
taxable years ending prior to or including the date hereof) including, without
limitation, the right (a) to determine (i) the manner in which such returns,
documents or statements shall be prepared and filed, including, without
limitation, the manner in which any item of income, gain, loss, deduction or
credit shall be reported and whether any amended returns shall be filed, (ii)
whether any filing extensions may be requested and (iii) the elections that will
be made by any member, (b) to contest, compromise or settle any adjustment or
deficiency proposed, asserted or assessed as a result of any audit of such
returns, (c) to file, prosecute, compromise or settle any claim for refund and
(d) to determine whether any refunds, to which the Holdings Group may be
entitled, shall be paid by way of refund or credited against the tax liability
for the affiliated group. Each member of the Holdings Group hereby irrevocably
appoints Parent as its agent and attorney-in-fact to take such action (including
the execution of documents) as Parent may deem appropriate to effect the
foregoing.
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9. TERMINATION OF AFFILIATION.
a. In the event that any member of the ISP Group ceases to be
included in the Holdings Group ("Former Member"), the Parent and the Former
Member shall furnish each other with information required to prepare (i) the
consolidated federal income tax return of the Holdings Group for the last
taxable year in which the Former Member had been included in the Holdings Group
and (ii) the federal income tax returns for all taxable years thereafter of the
Former Member (and its predecessors and subsidiaries) and the Parent,
respectively, in which the tax liability of either may be affected by their
former affiliation (including, for example, the apportionment of any
consolidated net operating or capital loss or investment or foreign tax credit
carryover to the Former Member). The Former Member shall not, without the prior
written consent of the Parent (which may be withheld by Parent in its sole
discretion), file an application for a carryback adjustment of the tax, for a
taxable year in which the Former Member was included in the Holdings Group and a
consolidated federal income tax return was filed, by reason of a net operating
loss deduction. The Former Member may file an application for a carryback
adjustment of the tax for a taxable year in which the Former Member was included
in the
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Holdings Group and a consolidated federal income tax return was filed by reason
of a capital loss or tax credit carryback and shall be entitled to that portion
of the actual refund that is attributable to the Former Member under the
consolidated return regulations; provided, however, that the Former Member shall
not be entitled to any portion of such refund to the extent the items giving
rise to such carryback have been previously utilized to reduce the ISP Group Tax
Liability (or the ISP Group hypothetical consolidated federal taxable income) or
gave rise to an ISP Group Tax Refund.
b. The Parent and its subsidiaries and the Former Member shall
also furnish each other with all information in their hands as may be reasonably
requested by the other and relates to a taxable year in which the Former Member
had been included in the Holdings Group.
c. If the Former Member has a carryforward of a deduction, loss
or credit to a taxable year following the last taxable year in which it joined
in the filing of a consolidated federal income tax return with the Holdings
Group which has reduced the ISP Group Tax Liability (or the ISP Group
hypothetical consolidated federal taxable income) or gave rise to an ISP Group
Tax Refund, then ISP shall pay
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to Holdings, at the time such carryforward is actually utilized, an amount equal
to the benefit derived therefrom.
d. If the Former Member, in a taxable year following the last
taxable year in which it joined in the filing of a consolidated federal income
tax return with the Holdings Group, realizes any tax benefit by reason of any
change or adjustment to the tax attributes, including basis in assets, of any
member of the Holdings Group arising from the transactions relating to the
formation of the ISP Group, then ISP shall pay to Holdings at the time such
benefits are actually utilized the amount of benefit derived therefrom.
e. Payments which would have been required under paragraphs 2, 3
or 5 to or by a Former Member, were the Former Member still a member of the
Holdings Group, and with respect to taxable year(s) for which the Former Member
was a member of the Holdings Group, shall be made in accordance with principles
analogous to those set forth in such paragraph(s) and at the time(s) set forth
therein.
10. DETERMINATIONS
In the case of a dispute, all determinations required hereunder
for each taxable year shall be made by the independent public accountants
regularly employed by Parent at the time the return is filed for such taxable
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year. Such determination shall be binding and conclusive upon the parties for
the purposes hereof.
11. EFFECTS OF AGREEMENT
a. As among Parent, and the ISP Group, the provisions of this
Agreement shall fix the liability of each to the other as to the matters covered
hereunder, even if such provisions are not controlling for tax or other purposes
(including, but not limited to, the computation of earnings and profits for
federal income tax purposes), and even if Parent and other corporations which
now are, or which from time to time may become, members of the Holdings Group
enter into other arrangements for the allocation of the portion of the total tax
liability of the Holdings Group which is allocable to them.
b. This Agreement shall be effective as of January 1, 1997 and
shall remain in effect for each taxable year ending after the date hereof during
which ISP or any of its domestic subsidiaries, as the case may be, is included
in a consolidated federal income tax return filed by the Parent; provided,
however, that the provisions of paragraphs 2, 3, 5, 6, 7, 9 and 12 shall survive
until thirty (30) days after the expiration of the statute of limitations on
assessment of tax for the last year in which ISP or any of
23
its domestic subsidiaries, as the case may be, was a member of the Holdings
Group.
12. INDEMNITY
a. Each member of the ISP Group agrees, jointly and severally, to
indemnify Parent and each other member of the Holdings Group for the amount of
any tax paid by Parent or such other member (whether by application of Treas.
Reg. Sec. 1.1502-6 or similar provision of state or local law or otherwise)
which constitutes any unpaid ISP Group Tax Liability under this Agreement.
b. Parent and each signatory to this Agreement (other than
members of the ISP Group) agrees, jointly and severally, to indemnify the ISP
Group for the amount of any tax paid by the ISP Group (whether by application of
Treas. Reg. Sec. 1.1502-6 or similar provision of state or local law or
otherwise ) in excess of the amount which constitutes any ISP Group Tax
Liability.
c. Any indemnity payable pursuant to paragraph 12(a) or 12(b)
hereof shall be payable on demand by the indemnitor(s) immediately after the
indemnitee pays such indemnified liability and provides proof of payment to the
indemnitor.
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If an indemnity is not paid within five (5) business days
following a demand, the amount owed shall bear interest at the Base Rate (as
that term is defined in the Credit Agreement, dated as of July 26, 1996, among
International Specialty Products Inc., its principal domestic subsidiaries, The
Chase Manhattan Bank (National Association), as Administrative Agent and the
Banks named therein) plus two percent.
13. MISCELLANEOUS PROVISIONS
a. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter contained herein. No
alteration, amendment or modification of any of the terms of this Agreement
shall be valid unless made by an instrument signed in writing by an authorized
officer of each party.
b. This Agreement has been made in and shall be construed and
enforced in accordance with the laws of the State of Delaware from time to time
obtaining.
c. This Agreement shall be binding upon and inure to the benefit
of each party hereto and its respective successors and assigns.
d. All notices and other communications hereunder shall be deemed
to have been duly given if
25
delivered by hand or mailed, certified or registered mail, with postage prepaid
addressed to the party to which the notice or other communication is given at
0000 Xxxx Xxxx, Xxxxx, Xxx Xxxxxx 00000.
e. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
f. The headings of the paragraphs of this Agreement are inserted
for convenience only and shall not constitute a part hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the date first above written.
ISP HOLDINGS CORPORATION
By: /s/ Xxxx X. Presto
---------------------------
Its: Vice President
--------------------------
INTERNATIONAL SPECIALTY
PRODUCTS INC.
By: /s/ Xxxx X. Presto
---------------------------
Its: Vice President
--------------------------
BLUEHALL INCORPORATED
ISP (PUERTO RICO) INC.
ISP CHEMICALS INC.
ISP ENVIRONMENTAL SERVICES INC.
ISP FILTERS INC.
ISP FINE CHEMICALS INC.
ISP GLOBAL TECHNOLOGIES INC.
ISP INTERNATIONAL CORPORATION
ISP INTERNATIONAL FILTERS INC.
ISP INVESTMENTS INC.
ISP MANAGEMENT COMPANY, INC.
ISP MINERAL PRODUCTS INC.
ISP MINERALS INC.
ISP NEWARK INC.
ISP REAL ESTATE COMPANY, INC.
ISP REALTY CORPORATION
ISP TECHNOLOGIES INC.
ISP TECHNOLOGIES INC.
ISP VAN DYK INC.
VERONA INC.
By: /s/ Xxxx X. Presto
---------------------------
Their: Vice President
------------------------
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