Common use of Assignment and Acceptance Clause in Contracts

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect on the date hereof, the "Credit Agreement") among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).

Assignment and Acceptance. Reference This Assignment and Acceptance (the “Assignment and Acceptance”) is made to the Amended and Restated Credit Agreement dated as of April 2, 2004 the Effective Date set forth below and is entered into by and between (the “Assignor”) and (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (as amended, restatedthe “Loan Agreement”), supplemented receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and otherwise modified Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in effect on the date hereoffull. For an agreed consideration, the "Credit Agreement") among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby irrevocably sells and assigns, without recourse, assigns to the Assignee named belowAssignee, and the Assignee hereby irrevocably purchases and assumes, without recourse, assumes from the Assignor, effective subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Assignment Effective Date set forth inserted by the Administrative Agent as contemplated below, the interests set forth below (the "Assigned Interest"a) in all of the Assignor's ’s rights and obligations in its capacity as a Bank under the Credit Agreement, including Loan Agreement and any other documents or instruments delivered pursuant thereto to the interests set forth extent related to the amount and percentage interest identified below in the Commitment of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Bank) against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the Assignment Date foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and Syndicated Loans owing all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by except as expressly provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered without representation or warranty by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).

Assignment and Acceptance. Reference This Assignment and Acceptance (the “Assignment and Acceptance”) is made dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the First Amended and Restated Credit Loan Agreement dated as of April 2, 2004 identified below (as amended, restatedthe “Loan Agreement”), supplemented receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and otherwise modified Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in effect on the date hereoffull. For an agreed consideration, the "Credit Agreement") among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby irrevocably sells and assigns, without recourse, assigns to the Assignee named belowAssignee, and the Assignee hereby irrevocably purchases and assumes, without recourse, assumes from the Assignor, effective subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Assignment Effective Date set forth below, the interests set forth inserted by Administrative Agent as contemplated below (the "Assigned Interest"i) in all of the Assignor's ’s rights and obligations in its capacity as a Bank under the Credit Agreement, including Loan Agreement and any other documents or instruments delivered pursuant thereto to the interests set forth extent related to the amount and percentage interest identified below in the Commitment of all of such outstanding rights and obligations of the Assignor under the Revolving Commitment (as defined in the Loan Agreement) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Bank) against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the Assignment Date foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and Syndicated Loans owing all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by except as expressly provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered without representation or warranty by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).

Assignment and Acceptance. Reference is made to the Amended and Restated 364-Day Credit Agreement dated as of April 2July 5, 2004 2000 (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "Credit AgreementCREDIT AGREEMENT") among ISP Chemco ), between XL Capital Ltd, X.L. America, Inc., ISP Chemicals Inc.XL Insurance Ltd, ISP Technologies Inc. XL Europe Ltd and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party theretoXL Mid Ocean Reinsurance Ltd, the Lenders named therein and JPMorgan The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned InterestASSIGNED INTEREST") in the Assignor's rights and obligations under the Credit Agreement, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e2.14(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b10.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. ASSIGNMENT AND ACCEPTANCE Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1ASSIGNMENT DATE")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: $ Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).$

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of April 2January 27, 2004 1999 (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among ISP Chemco Arch Chemicals, Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party theretoXxxx Corporation, the Lenders and Agents named therein and JPMorgan The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including including, without limitation, the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Syndicated Competitive Loans and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and the amount, if any, set forth below of the fees accrued to and excluding the Assignment Date for account of the AssignorDate. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of April 2, 2004 [__________] (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "Credit ------ Agreement") ), among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto[_______________________________], the Lenders named therein --------- and JPMorgan The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and ----------------- obligations under the Credit Agreement, including including, without limitation, the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Syndicated Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and the amount, if any, set forth below of the fees accrued to and excluding the Assignment Date for account of the AssignorDate. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section ------- 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, ------- and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b9.4(b) of the Credit -------------- Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New YorkTexas. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if anyDate"): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).---------------

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of April 2August 24, 2004 2000 (as amended, restated, supplemented and otherwise modified and in effect on the date hereofamended to date, the "Credit AgreementCREDIT AGREEMENT") among ISP Chemco Inc.), ISP Chemicals Inc., ISP Technologies Inc. between Salem Communications Corporation and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders named therein and JPMorgan Chase Bank, as in the Credit Agreement for whom ING (U.S.) Capital LLC is the Administrative Agent for the LendersAgent. Terms defined in the Credit Agreement are used herein in this Assignment and Acceptance with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned InterestASSIGNED INTEREST") in the Assignor's rights and obligations under the Credit Agreement, including the interests Obligations set forth below in the Commitment of the Assignor on the Assignment Date below, but excluding accrued interest and Syndicated Loans owing fees to the Assignor which are outstanding on and excluding the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit AgreementBasic Documents. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder under the Basic Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit AgreementBasic Documents. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) with, if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e4.04(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b10.06(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above York applicable to contracts made and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined performed in the Credit Agreement)State of New York.

Assignment and Acceptance. Reference is made to the Third Amended and Restated Credit Agreement dated as of April 2June 29, 2004 2000 (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among ISP Chemco United Stationers Supply Co., United Stationers Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders named therein and JPMorgan The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit AgreementAgreement and the other Credit Documents, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lendernon-U.S. Person (as defined in Section 5.07 of the Credit Agreement), any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) 5.07 of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b12.06(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Assignment and Acceptance Effective Date of Assignment ("Assignment Date")1: Date"): Percentage Assigned of Loan/Commitment (set forth, to at least 8 decimals, as a percentage of the Loan and the aggregate Commitments Principal Amount of all Lenders Facility Assigned thereunder ) -------- -------- --------------------- Revolving Credit Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).%

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of April 2December [__], 2004 2018 (as amended, restated, amended and restated, modified or supplemented and otherwise modified from time to time, and in effect on the date hereof, the "“Credit Agreement") ”), among ISP Chemco Inc.Cambrex Corporation, ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowersthe Subsidiary Borrowers party thereto, the Subsidiary Guarantors party thereto, the Lenders named therein party thereto and JPMorgan Chase Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "“Assigned Interest"”) in the Assignor's ’s rights and obligations under the Credit Agreement, including the interests set forth below in the Commitment Revolving Credit Commitment, if applicable, of the Assignor on the Assignment Date and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b10.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Exhibit A Form of Assignment and Acceptance Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's ’s Address for Notices: Effective Date of Assignment ("“Assignment Date")1: Date”): Principal Amount Facility Assigned -------- -------- Revolving Credit Commitment Assigned: $ Syndicated Loans: $ Fees Assigned (if any): $ The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] ], as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] ASSIGNOR], as Assignee ------------------------ Assignor By: --------------------- Name: Title: Exhibit A Form of Assignment and Acceptance The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC.[NAME OF ASSIGNOR], as Lead Borrower Assignor By: ------------------------- Name: Title: JPMORGAN CHASE XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, as Swingline Lender and as LC Bank an Issuing Lender By: ------------------------ Name: Title: ----------------------------------- JPMORGAN CHASE BANK, N.A., By: Name: Title: 1 Consents to be included to the extent required by Section 9.04(b10.04(b) of the Credit Agreement. Exhibit A Form of Assignment and Acceptance EXHIBIT B [Form of Security and Pledge Agreement] [ATTACHED] Exhibit B Form of Security and Pledge Agreement EXHIBIT C [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT This GUARANTEE ASSUMPTION AGREEMENT (this "“Agreement"”) dated as of ________ _______, __20__ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a _______________ corporation (the "“Additional Subsidiary Guarantor"”), is made in favor of JPMorgan Chase Xxxxx Fargo Bank, National Association, as administrative agent for the lenders or other financial institutions or entities party Credit Parties under (and as "Lenders" to defined in) the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "“Administrative Agent"”). ISP Chemco Inc.Cambrex Corporation, ISP Chemicals Inc.a Delaware corporation, ISP Technologies Inc. and ISP Minerals Inc., as Borrowersthe Subsidiary Borrowers referred to therein, the Subsidiary Guarantors party theretoreferred to therein, the Lenders party thereto referred to therein and the Administrative Agent are parties to an the Amended and Restated Credit Agreement dated as of April 2December [__], 2004 2018 (as amended, restated, amended and restated, modified or supplemented and otherwise modified and in effect from time to time, the "“Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement”).

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of April 2August 4, 2004 2003 (as amended, restated, supplemented and otherwise modified and in effect on the date hereofamended from time to time, the "Credit Agreement") ), among ISP Chemco ---------------- Anheuser-Xxxxx Companies, Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders Banks named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenderssaid Banks. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned -------- Interest") in the Assignor's rights and obligations under the Credit -------- Agreement, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and Syndicated the Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender Bank thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lenderwith, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender Bank under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b10.06(c) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws law of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date Form of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).Acceptance ---------------------------------

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of April 2January 11, 2004 2000 (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among ISP Chemco Kansas City Southern Industries, Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as BorrowersThe Kansas City Southern Railway Company, the Subsidiary Guarantors lenders from time to time party thereto, the Lenders named therein thereto and JPMorgan The Chase Manhattan Bank, as Administrative Agent for the Lendersadministrative agent, collateral agent and issuing bank. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including including, without limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and Syndicated Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and the amount, if any, set forth below of the fees accrued to and excluding the Assignment Date for account of the AssignorDate. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Date"): Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) percentage of the Credit Agreement. EXHIBIT B [Form Facility and (and identifying information the aggregate Commitments of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement"all as to individual Competitive Lenders thereunder) dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).Loans) Facility

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of April 2January 12, 2004 2001 (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "“Credit Agreement") ”), by and among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party theretoXxxxxx Xxxxxxxxxx Ltd., the Lenders named therein and JPMorgan Chase BankManufacturers and Traders Trust Company, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "“Assigned Interest"”) in the Assignor's ’s rights and obligations under the Credit Agreement, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, Credit and LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required by applicable law to be delivered by the Assignee pursuant in order to Section 2.16(e) of the Credit Agreementpermit all payments received by such Foreign Lender hereunder to be made without withholding, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b9.04(b)(iv) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] ], as Assignee ------------------------ By:__________________________ By:__________________________ Name: --------------------- Name: Title: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower assignment2: XXXXXX XXXXXXXXXX LTD. By: ------------------------- :__________________________ Name: Title: JPMORGAN CHASE BANKMANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent, as Swingline Lender and as LC Bank Agent By: ------------------------ :__________________________ Name: Title: ----------------------------------- 1 __________ 1Must be at least five (5) Business Days after execution by Assignor and Assignee. 2 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as Opinion of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" Counsel to the Borrower] EXHIBIT C [Form of Term Note] EXHIBIT D [Form of Revolving Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Note] EXHIBIT E [Form of Revolving Credit Agreement dated as Borrowing Request] EXHIBIT F1 [Form of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Interest Election Request for Term Loan Borrowing] EXHIBIT F2 [Form of Interest Election Request for Revolving Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).Borrowing] EXHIBIT G

Assignment and Acceptance. Reference is made to the Amended and Restated Four-Year Credit Agreement dated as of April 2August [__], 2004 1999 (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "Credit Agreement") among ISP Chemco ), between Washington Mutual, Inc., ISP Chemicals Aristar, Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders named therein and JPMorgan The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including the interests set forth below in the Tranche [A][B](1) Commitment of the Assignor on the Assignment Date and Competitive Loans and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e2.15(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of April 2December 19, 2004 1997 (as amended, restated, supplemented and or otherwise modified and in effect on the date hereof, the "Credit Agreement") among ISP Chemco Inc.Iridium Operating LLC, ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowersa Delaware limited liability company, the Subsidiary Guarantors party theretolenders named therein, the Lenders named therein and JPMorgan Global Arrangers, The Chase Manhattan Bank, as Administrative Agent administrative agent for such lenders and or collateral agent, and Barclays Capital, the Lendersinvestment banking division of Barclays Bank PLC, as documentation agent thereunder. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including including, without limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).

Assignment and Acceptance. Reference is made to the Amended and Restated Three-Year Credit Agreement dated as of April 2August 12, 2004 2002 (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "Credit Agreement") among ISP Chemco ), between Washington Mutual, Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party theretoWashington Mutual Finance Corporation, the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and Competitive Loans and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws law of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).Date")(1):

Assignment and Acceptance. Reference This Assignment and Acceptance (this “Assignment”) is made to the Amended and Restated Credit Agreement dated as of April 2, 2004 the Effective Date set forth below and is entered into by and between [insert name of Assignor] (as amended, restated, supplemented the “Assignor”) and otherwise modified and in effect on [insert name of Assignee] (the date hereof, “Assignee”). Capitalized terms used but not defined herein shall have the "Credit Agreement") among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined meanings given to them in the Credit Agreement are used herein with identified below (the same meanings“Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full. For an agreed consideration, the Assignor named below hereby irrevocably sells and assigns, without recourse, assigns to the Assignee named belowAssignee, and the Assignee hereby irrevocably purchases and assumes, without recourse, assumes from the Assignor, effective subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Assignment Effective Date set forth inserted by the Administrative Agent as contemplated below, the interests set forth below (the "Assigned Interest") interest in and to all of the Assignor's ’s rights and obligations under the Credit Agreement, including Agreement and any other documents or instruments delivered pursuant thereto that represents the interests set forth amount and percentage interest identified below in the Commitment of all of the Assignor on Assignor’s outstanding rights and obligations under the Assignment Date respective facilities identified below (the “Assigned Interest”). Such sale and Syndicated Loans owing assignment is without recourse to the Assignor which are outstanding on the Assignment Dateand, together with unpaid interest accrued on the assigned Loans to the Assignment Dateexcept as expressly provided in this Assignment, the participations in Letters of Credit, LC Disbursements and Swingline Loans held without representation or warranty by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of April 2September 27, 2004 1996 (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among ISP Chemco Nextel Communications, Inc., ISP Chemicals Inc., ISP Technologies Inc. Nextel Finance Company and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party theretoother Restricted Companies named therein, the Lenders named therein therein, Toronto Dominion (Texas) Inc., as Administrative Agent, and JPMorgan The Chase Manhattan Bank, as Administrative Agent for the LendersCollateral Agent. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including including, without limitation, the interests set forth below on the reverse hereof in the Commitment of the Assignor Assignor's Tranche A Revolving Credit Commitments, Tranche B Revolving Credit Commitments, Tranche C Term Loan Commitments and Tranche D Term Loan Commitments on the Assignment Date and Syndicated Tranche A Revolving Credit Loans, Tranche B Revolving Credit Loans, Tranche C Term Loans and Tranche D Term Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, Credit and LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below on the reverse hereof of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit AgreementAgreement (including the Schedules and forms of Exhibits attached thereto). From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents. In that connection, the Assignee (to the extent not already a party to the Credit Agreement) hereby appoints each of the Administrative Agent and the Collateral Agent as its agent and authorizes such Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the Assignment and Acceptance terms of the Credit Agreement and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto, all in the manner and to the extent provided in Article IX of the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e2.15(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b10.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Assignment and Acceptance 146 -3- Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).:

Assignment and Acceptance. Reference is made to (a) the Third Amended and Restated Credit Loan Agreement dated as of April 2_________ __, 2004 2002 (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "Credit Agreement") among ISP Chemco Inc.), ISP Chemicals Inc.between CT OPERATING PARTNERSHIP, ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party theretoL.P., the Lenders named therein and JPMorgan Chase BankGENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent for the LendersLenders and (b) the Agency Agreement dated as of October 2, 2001 (the "Agency Agreement") among the Administrative Agent and each Lender, which is the agreement referenced in the last sentence of Section 13.3 of the Agreement. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including including, without limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid (a) interest accrued on the assigned Loans to from and after the Assignment Date, the participations in Letters of Credit, LC Disbursements Date and Swingline Loans held by the Assignor on the Assignment Date, and (b) the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement and the Agency Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of (x) the Credit Agreement and (y) the Agency Agreement and, in each case, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit AgreementAgreement and the Agency Agreement as of the Assignment Date. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lenderwith, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire administrative questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b11.24(2)(e) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" . The Assignor represents and warrants to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, Assignee that the "Administrative Agent")Assignor is the legal and beneficial owner of the Assigned Interest and has not created any adverse interest therein. ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto The Assignor and the Administrative Agent are parties Assignee represent and warrant to an Amended each other that they are, respectively, authorized to execute and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented deliver this Assignment and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement)Acceptance.

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of April 2[_________], 2004 2000 (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among ISP Chemco Arch Chemicals, Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party theretoNewco, the Lenders named therein and JPMorgan The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including including, without limitation, the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Syndicated Competitive Loans and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid but excluding accrued interest accrued on the assigned Loans and fees to and excluding the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of April 2January 27, 2004 1999 (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among ISP Chemco Arch Chemicals, Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party theretoXxxx Corporation, the Lenders and Agents named therein and JPMorgan The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including including, without limitation, the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Syndicated Competitive Loans and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid but excluding accrued interest accrued on the assigned Loans and fees to and excluding the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e2.15(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).

Assignment and Acceptance. Reference is made to Each Delinquent Lender shall indemnify the Amended Agent and Restated Credit Agreement dated as of April 2each non-delinquent Lender from and against any and all loss, 2004 (as amended, restated, supplemented and otherwise modified and in effect on the date hereof, the "Credit Agreement") among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreementdamage or expenses, including the interests set forth below in the Commitment of the Assignor on the Assignment Date but not limited to reasonable attorneys’ fees and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held funds advanced by the Assignor Agent or by any non-delinquent Lender, on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt a Delinquent Lender’s failure to timely fund its pro rata share of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party an Advances or to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from otherwise perform its obligations under the Credit AgreementLoan Documents. This Assignment In the event that the non-delinquent Lenders elect not to acquire the Future Commitment, then, so long as no Default or Event of Default has occurred and Acceptance is being delivered to continuing, the Administrative Agent together with Borrower may either (i) if demand that the Assignee is a Foreign Delinquent Lender, any documentation required and upon such demand the Delinquent Lender shall promptly, assign its Commitment to be delivered by the an Eligible Assignee pursuant subject to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws provisions of Section 11.3 for a purchase price equal to the aggregate principal balance of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent then owing to the within assignment:1 ISP CHEMCO INC.Delinquent Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Delinquent Lender, as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANKor (ii) with the consent of the Agent (but without the consent of the Lenders), as Administrative pay to the Delinquent Lender the aggregate principal balance of the Facility then owing to the Delinquent Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Delinquent Lender, whereupon the Delinquent Lender shall no longer be a party hereto or have any rights or obligations hereunder or under any of the other Loan Documents. Each of the Agent and the Delinquent Lender shall reasonably cooperate in effectuating the replacement of such Delinquent Lender under this Section, but at no time shall the Agent, as Swingline such Delinquent Lender nor any other Lender be obligated in any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of its rights under this Section shall be at the Borrower’s sole cost and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included expenses and at no cost or expense to the extent required by Section 9.04(b) Agent, the Delinquent Lender or any of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).

Assignment and Acceptance. Reference is made (a) Subject to the Amended terms and Restated Credit Agreement dated as conditions of April 2this Assignment and Acceptance, 2004 (as amendedAssignor hereby sells, restatedtransfers and assigns to Assignee, supplemented and otherwise modified Assignee hereby purchases, assumes and in effect on the date hereof, the "Credit Agreement") among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assignsundertakes from Assignor, without recourse, to the Assignee named below, recourse and the Assignee hereby purchases without representation or warranty (except as provided in this Assignment and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest"Acceptance) an interest in the Assignor's rights and obligations under the Credit Agreement, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Revolving Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be _______ (__%) percent. With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and be bound by the provisions succeed to all of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and be obligated to perform all of the obligations of a Lender thereunder under the Loan Agreement, including the requirements concerning confidentiality and (ii) the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the extent of the interests assigned by this Assignment Assigned Commitment Amount and Acceptance, Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included Loan Agreement to the extent required such obligations have been assumed by Section 9.04(b) Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.5 and 12.5 of the Credit AgreementLoan Agreement to the extent such rights relate to the time prior to the Effective Date. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignee’s Commitment will be $ . After giving effect to the assignment and assumption set forth herein, on the Effective Date Assignor’s Commitment will be $________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, such amount may be further reduced by any other assignments by Assignor on or after the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreementdate hereof).

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of April 2, 2004 [ ] (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among ISP Chemco Standard Motor Products, Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders named therein (the "Lenders") and JPMorgan The Chase Manhattan Bank, as Administrative Agent for the Lenders and Canadian Imperial Bank of Commerce, as Documentation Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including including, without limitation, the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Syndicated Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and the amount, if any, set forth below of the fees accrued to and excluding the Assignment Date for account of the AssignorDate. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Date"): ---------------------------------------- --------------------------------------- Percentage Assigned of Facility/ Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments Principal Amount Facility Amoung of all Lenders thereunder) FACILITY Assigned -------- -------- ---------------------- ------------------ ------------------------------------- Commitment Assigned: $ Syndicated % ---------------------- ------------------ ------------------------------------- Revolving Loans: Fees Assigned (if any): ---------------------- ------------------ ------------------------------------- Swingline Loans ---------------------- ------------------ ------------------------------------- Letters of Credit: ---------------------- ------------------ ------------------------------------- The terms set forth above and below on the reverse side hereof are hereby agreed to: [NAME OF ASSIGNOR] Name of Assignor], as Assignor ------------------------ By: --------------------- :_________________________ Name: Title: [NAME OF ASSIGNEE] Name of Assignee], as Assignee ------------------------ By:________________________ Name: --------------------- Title: THE CHASE MANHATTAN BANK, Individually and as Administrative Agent By____________________________ Name: Title: CANADIAN IMPERIAL BANK OF COMMERCE, Individually and as Documentation Agent By__________________________ Name: Title: [OTHER LENDERS], By___________________________ Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC.assignment:(1) [Name of Borrower], as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANKThe Chase Manhattan Bank, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).

Assignment and Acceptance. Reference is made to the Amended and Restated 364-Day Credit Agreement dated as of April 2June 24, 2004 1998 (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as BorrowersBowater Incorporated, the Subsidiary Guarantors Borrowers party thereto, thereto and the Lenders named therein banks party thereto and JPMorgan The Chase Manhattan Bank, as Administrative Agent for the Lenderssaid banks. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below on the reverse hereof of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender Bank thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender Bank under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b12.06(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Assignment and Acceptance Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: --------------------- Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the Principal Amount aggregate Commitments Facility Assigned -------- -------- Assigned of all Banks thereunder) ----------------- ---------------- ------------------------ Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).%

Assignment and Acceptance. Reference is made Subject to the Amended terms and Restated Credit Agreement dated as conditions of April 2this Assignment and Acceptance, 2004 (as amendedi) the Assignor hereby sells, restated, supplemented transfers and otherwise modified and in effect on the date hereof, the "Credit Agreement") among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, assigns to the Assignee named belowAssignee, and (ii) the Assignee hereby purchases purchases, assumes and assumes, without recourse, undertakes from the Assignor, effective without recourse and without representation or warranty (except as of the provided in this Assignment Date set forth below, the interests set forth below and Acceptance) __% (the "Assigned InterestAssignee's Percentage Share") in the Assignor's rights and obligations under the Credit Agreement, including the interests set forth below in of (A) the Commitment of the Assignor on the Assignment Date and Syndicated Loans owing to (B) all related rights, benefits, obligations, liabilities and indemnities of the Assignor which are outstanding on under and in connection with the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, Agreement and the amountLoan Documents. [IF APPROPRIATE, if anyADD PARAGRAPH SPECIFYING PAYMENT TO ASSIGNOR BY ASSIGNEE OF OUTSTANDING PRINCIPAL OF, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From ACCRUED INTEREST ON, AND FEES WITH RESPECT TO LOANS.] On and after the Assignment Effective Date (i) as defined in Section 5 hereof), the Assignee shall be a party to the Agreement and be bound by the provisions succeed to all of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and be obligated to perform all of the obligations of a Lender thereunder Bank under the Agreement, including the requirements concerning confidentiality and (ii) the payment of any indemnification, with a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it as a Bank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the extent of Assigned Amount and the interests assigned by this Assignment and Acceptance, Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered Agreement to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed extent such obligations have been assumed by the Assignee, ; provided the Assignor shall not relinquish its rights under Sections 11.04 and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) 11.05 of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included Agreement to the extent required by Section 9.04(b) of such rights relate to the Credit Agreementtime prior to the Effective Date. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignee's Commitment will be $________ ___. After giving effect to the assignment and assumption set forth herein, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a on the Effective Date the Assignor's Commitment will be $__________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).

Assignment and Acceptance. Reference is made (a) Subject to the Amended terms and Restated Credit Agreement dated as conditions of April 2this Assignment and Acceptance, 2004 (as amendedi) the Assignor hereby sells, restated, supplemented transfers and otherwise modified and in effect on the date hereof, the "Credit Agreement") among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, assigns to the Assignee named belowAssignee, and (ii) the Assignee hereby purchases purchases, assumes and assumes, without recourse, undertakes from the Assignor, effective without recourse and without representation or warranty (except as of the provided in this Assignment Date set forth below, the interests set forth below and Acceptance) __% (the "Assigned InterestAssignee's Percentage Share") of (A) the Commitments [and the Loans] of the Assignor and (B) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Assignor's Credit Agreement and the Loan Documents. [If appropriate, add paragraph specifying payment to Assignor by Assignee of outstanding principal of, accrued interest on, and fees with respect to, Loans assigned.] 118 (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Bank under the Credit Agreement, including the interests set forth below requirements concerning confidentiality and the payment of indemnification, with Commitments in the Commitment of the Assignor on the Assignment Date and Syndicated Loans owing an amount equal to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the AssignorAssigned Amount. The Assignee hereby acknowledges receipt of a copy agrees that it will perform in accordance with their terms all of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound obligations which by the provisions terms of the Credit Agreement and, are required to be performed by it as a Bank. It is the extent intent of the interests assigned by this Assignment and Acceptance, have parties hereto that the rights and obligations Commitments of a Lender thereunder and (ii) the Assignor shall, as of the Effective Date, be reduced by an amount equal to the extent of Assigned Amount and the interests assigned by this Assignment and Acceptance, Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered Agreement to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered extent such obligations have been assumed by the Assignee pursuant to Section 2.16(e) Assignee; provided, however, the Assignor shall not relinquish its rights under Sections 15.4 and 15.5 of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included Agreement to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" such rights relate to the Credit Agreement referred time prior to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement)Effective Date.

Assignment and Acceptance. [date to be supplied] Reference is made to the Amended and Restated Credit Agreement dated as of April 219, 2004 2002 (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "“Credit Agreement") ”), among ISP Chemco Inc.Allegheny Energy Supply Company, ISP Chemicals Inc.LLC, ISP Technologies Inc. and ISP Minerals Inc.a Delaware corporation, as BorrowersAllegheny Generating Company, a Virginia corporation, the Subsidiary Guarantors Lenders from time to time party thereto, the Lenders named therein Bank One, NA as Issuing Bank, and JPMorgan Chase BankCitibank, N.A., as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named designated below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "“Assigned Interest"”) in the Assignor's ’s rights and obligations under the Credit Agreement, including the interests set forth below in including, without limitation, the Commitment of the Assignor on the Assignment Date and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid Date but excluding accrued interest accrued on the assigned Loans and fees to and excluding the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b11.4(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's ’s Address for Notices: Effective Date of Assignment ("Assignment Date")1: Commitment Principal Amount Facility Assigned -------- -------- Commitment Assigned: Percentage Assigned $ Syndicated Loans: Fees Assigned (if any): % ______________ * set forth, to at least 8 decimals, as a percentage of the aggregate Commitments of all Lenders thereunder The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] Name of Assignor], as Assignor ------------------------ By: --------------------- By Name: Title: [NAME OF ASSIGNEE] Name of Assignee], as Assignee ------------------------ By: --------------------- By Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC.assignment: ALLEGHENY ENERGY SUPPLY COMPANY, as Lead Borrower By: ------------------------- LLC ALLEGHENY GENERATING COMPANY By Name: Title: JPMORGAN CHASE BANKCITIBANK, N.A., as Administrative Agent, as Swingline Lender and as LC Bank Agent By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included BANK ONE, NA, as Issuing Bank By: Name: Title: EXHIBIT B FORM OF REQUEST FOR ISSUANCE [Date] Bank One, N.A. Citibank, N.A., as Agents for the Lenders parties to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of Agreement referred to below Attention:________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. Ladies and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).Gentlemen:

Assignment and Acceptance. Reference is made to the Amended and Restated Five-Year Credit Agreement dated as of April 2June 24, 2004 1998 (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as BorrowersBowater Incorporated, the Subsidiary Guarantors Borrowers party thereto, thereto and the Lenders named therein banks party thereto and JPMorgan The Chase Manhattan Bank, as Administrative Agent for the Lenderssaid banks. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below on the reverse hereof of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender Bank thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender Bank under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b12.06(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Assignment and Acceptance Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).:

Assignment and Acceptance. Reference This Assignment and Acceptance (the “Assignment”) is made to the Amended and Restated Credit Agreement dated as of April 2, 2004 the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restatedthe “Credit Agreement”), supplemented receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and otherwise modified Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in effect on the date hereoffull. For an agreed consideration, the "Credit Agreement") among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby irrevocably sells and assigns, without recourse, assigns to the Assignee named belowAssignee, and the Assignee hereby irrevocably purchases and assumes, without recourse, assumes from the Assignor, effective subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Assignment Effective Date set forth inserted by Administrative Agent as contemplated below, the interests set forth below (the "Assigned Interest") interest in and to all of the Assignor's ’s rights and obligations under the Credit Agreement, including Agreement and any other documents or instruments delivered pursuant thereto that represents the interests set forth below in the Commitment of the Assignor on the Assignment Date amount and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid percentage interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth identified below of the fees accrued to the Assignment Date for account all of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the ’s outstanding rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit AgreementAgreement (the “Assigned Interest”). This Assignment Such sale and Acceptance assignment is being delivered without recourse to the Administrative Agent together with (i) if the Assignee is a Foreign LenderAssignor and, any documentation required to be delivered except as expressly provided in this Assignment, without representation or warranty by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).

Assignment and Acceptance. Reference is made (a) Subject to the Amended terms and Restated Credit Agreement dated as conditions of April 2this Assignment and Acceptance, 2004 (as amendedAssignor hereby sells, restatedtransfers and assigns to Assignee, supplemented and otherwise modified Assignee hereby purchases, assumes and in effect on the date hereof, the "Credit Agreement") among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assignsundertakes from Assignor, without recourse, to the Assignee named below, recourse and the Assignee hereby purchases without representation or warranty (except as provided in this Assignment and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest"Acceptance) an interest in the Assignor's rights and obligations under the Credit Agreement, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Revolving Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be ( %) percent. With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and be bound by the provisions succeed to all of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and be obligated to perform all of the obligations of a Lender thereunder under the Loan Agreement, including the requirements concerning confidentiality and (ii) the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the extent of the interests assigned by this Assignment Assigned Commitment Amount and Acceptance, Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included Loan Agreement to the extent required such obligations have been assumed by Section 9.04(b) Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.2, 6.4, 6.9, 11.6 and 12.5 of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" Loan Agreement to the Credit Agreement referred extent such rights relate to below (in such capacitythe time prior to the Effective Date. After giving effect to the assignment and assumption set forth herein, together with its successors in such capacityon the Effective Date Assignee’s Commitment will be $ . After giving effect to the assignment and assumption set forth herein, on the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 Effective Date Assignor’s Commitment will be $ (as amended, restated, supplemented and otherwise modified and in effect from time to time, such amount may be further reduced by any other assignments by Assignor on or after the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreementdate hereof).

Assignment and Acceptance. Reference is made to the Amended and Restated Senior Guaranteed Credit Agreement dated as of April 2December 23, 2004 1998 (as amended, restated, supplemented and or otherwise modified and in effect on the date hereof, the "Credit Agreement") among ISP Chemco Inc.Iridium Operating LLC, ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowersa Delaware limited liability company, the Subsidiary Guarantors party theretolenders named therein, the Lenders named therein and JPMorgan Global Lead Arrangers, The Chase Manhattan Bank, as Administrative Agent administrative agent for the Lenderssuch lenders and Barclays Bank PLC, as documentation agent thereunder. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including including, without limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for the account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).

Assignment and Acceptance. Reference is made to the Second Amended and Restated Revolving Credit Agreement dated as of April 2June __, 2004 2006 (as amended, restated, supplemented and otherwise modified further amended and in effect on the date hereof, the "“Credit Agreement") ”), among ISP Chemco Inc.DOLLAR GENERAL CORPORATION, ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowersa Tennessee corporation, the Subsidiary Guarantors Lenders from time to time party thereto, the Lenders named therein and JPMorgan Chase SunTrust Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named designated below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "“Assigned Interest"”) in the Assignor's ’s rights and obligations under the Credit Agreement, including including, without limitation, the interests set forth below in the Revolving Commitment of the Assignor on the Assignment Date and Syndicated Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters the LC Exposure and the Swingline Exposure of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and the amount, if any, set forth below of the fees accrued to and excluding the Assignment Date for account of the AssignorDate. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Non-U.S. Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e2.20(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b10.4(b) of the Credit Agreement. This Assignment and Acceptance is made subject to the Standard Terms and Conditions for Assignment and Assumption attached hereto as Annex 1, such Standard Terms and Conditions being incorporated herein by reference with the same effect as if fully set forth herein. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New YorkGeorgia. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's ’s Address for Notices: Effective Date of Assignment: (“Assignment ("Assignment Date")1: Date”): Facility_____________ Principal Amount Facility Assigned -------- -------- Percentage Assigned of Revolving Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] forth, to at least 8 decimals, as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) a percentage of the Credit Agreement. EXHIBIT B [Form aggregate Revolving Commitments of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of all Lenders thereunder)_____ Revolving Loans $________________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (__% The terms set forth above are hereby agreed to: [Name of Assignor], as Assignor By: Name: Title: [Name of Assignee], as Assignee By: Name: Title: The undersigned hereby consents to the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase within assignment: [Borrower] SunTrust Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc.Agent By By Name: Name: Title: Title: SunTrust Bank, as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).Issuing Bank By Name: Title: ANNEX 1 STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

Assignment and Acceptance. Reference is made Subject to the Amended terms and Restated Credit Agreement dated as conditions of April 2this Assignment and Acceptance, 2004 (as amendedAssignor hereby sells, restatedtransfers and assigns to Assignee, supplemented and otherwise modified Assignee hereby purchases, assumes and in effect on the date hereof, the "Credit Agreement") among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assignsundertakes from Assignor, without recourse, to the Assignee named below, recourse and the Assignee hereby purchases without representation or warranty (except as provided in this Assignment and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest"Acceptance) an interest in the Assignor's rights and obligations under the Credit Agreement, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Commitment and each of the Committed Loans of Assignor and (ii) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Loan Agreement and the other Financing Agreements, so that after giving effect thereto, the Commitment of Assignee shall be as set forth below and the Pro Rata Share of Assignee shall be (__%) percent. With effect on and after the Effective Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan Agreement and be bound by the provisions succeed to all of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and be obligated to perform all of the obligations of a Lender thereunder under the Loan Agreement, including the requirements concerning confidentiality and (ii) the payment of indemnification, with a Commitment in an amount equal to the Assigned Commitment Amount. Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender. It is the intent of the parties hereto that the Commitment of Assignor shall, as of the Effective Date, be reduced by an amount equal to the extent of the interests assigned by this Assignment Assigned Commitment Amount and Acceptance, Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included Loan Agreement to the extent required such obligations have been assumed by Section 9.04(b) Assignee; provided, that, Assignor shall not relinquish its rights under Sections 2.1, 6.4, 6.8 and 6.9 of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" Loan Agreement to the Credit Agreement referred extent such rights relate to below (in such capacitythe time prior to the Effective Date. After giving effect to the assignment and assumption set forth herein, together with its successors in such capacityon the Effective Date Assignee’s Commitment will be $ . After giving effect to the assignment and assumption set forth herein, on the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 Effective Date Assignor’s Commitment will be $ (as amended, restated, supplemented and otherwise modified and in effect from time to time, such amount may be further reduced by any other assignments by Assignor on or after the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreementdate hereof).

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect on the date hereof, the "Credit Agreement") among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including the interests set forth below in the Commitment of the Assignor on the Assignment Date and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed toDATED: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" ___] Reference is made to the Credit Agreement referred to below (in such capacityRevolving Credit, together with its successors in such capacityTerm Loan and Guaranty Agreement, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April February 2, 2004 2005 (as restated, amended, restatedmodified, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; ), among X.X. TOWER CORPORATION, a Michigan corporation (the "Borrower"), as a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, TOWER AUTOMOTIVE, INC., a Delaware corporation and the parent company of the Borrower (the "Parent"), and the subsidiaries of the Borrower signatory thereto (together with the Parent, each a "Guarantor" and collectively the "Guarantors"), JPMORGAN CHASE BANK, N.A., a national banking association ("JPMCB"), each of the other financial institutions from time to time party thereto (together with JPMCB, the "Lenders") and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the "Agent") for the Lenders. Capitalized terms used herein and not otherwise defined herein are used herein as defined shall have the meanings assigned to such terms in the Credit Agreement. This Assignment and Acceptance between the Assignor (as set forth on Schedule I hereto and made a part hereof) and the Assignee (as set forth on Schedule I hereto and made a part hereof) is dated as of the Effective Date (as set forth on Schedule I hereto and made a part hereof).. 1 The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, an undivided interest (the "Assigned Interest") in and to all the Assignor's rights and obligations under the Credit Agreement in a principal amount as set forth on Schedule I.

Assignment and Acceptance. Reference is made to the Amended and Restated 364-Day Credit Agreement dated as of April 2August [__], 2004 1999 (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "Credit Agreement") among ISP Chemco ), between Washington Mutual, Inc., ISP Chemicals Aristar, Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders named therein and JPMorgan The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including the interests set forth below in the Tranche [A][B](1) Commitment of the Assignor on the Assignment Date and Competitive Loans and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, and the amount, if any, set forth below of the fees accrued to the Assignment Date for account of the Assignor. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e2.15(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of April 2, 2004 [ ] (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto[ ], the Lenders named therein and JPMorgan Chase BankBank of Texas, N.A., as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including including, without limitation, the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Syndicated Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and the amount, if any, set forth below of the fees accrued to and excluding the Assignment Date for account of the AssignorDate. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e2.15(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this Date"Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).):

Assignment and Acceptance. Reference is made to the Amended and Restated Credit Agreement dated as of April 2February __, 2004 1997 (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "Credit Agreement") ), among ISP Chemco The McGrxx-Xxxx Xxxpanies, Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders named therein and JPMorgan The Chase Manhattan Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including including, without limitation, the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Syndicated Revolving Loans and Competitive Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and the amount, if any, set forth below of the fees accrued to and excluding the Assignment Date for account of the AssignorDate. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date of Assignment ("Assignment Date")1: Principal Amount Facility Assigned -------- -------- Commitment Assigned: $ Syndicated Loans: Fees Assigned (if any): The terms set forth above and below are hereby agreed to: [NAME OF ASSIGNOR] , as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] , as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent to the within assignment:1 ISP CHEMCO INC., as Lead Borrower By: ------------------------- Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, as Swingline Lender and as LC Bank By: ------------------------ Name: Title: ----------------------------------- 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).

Assignment and Acceptance. [Date] Reference is made to the Amended Revolving Credit and Restated Credit Term Loan Agreement dated as of April 2January 19, 2004 2010 (as amended, restated, supplemented and otherwise modified amended and in effect on the date hereof, the "“Credit Agreement") ”), among ISP Chemco PRG-Xxxxxxx International, Inc., ISP Chemicals a Georgia corporation, PRG-Xxxxxxx USA, Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowersa Georgia corporation, the Subsidiary Guarantors Lenders from time to time party thereto, the Lenders named therein issuing bank thereunder and JPMorgan Chase SunTrust Bank, as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named designated below (“Assignor”) hereby sells and assigns, without recourse, to the Assignee named belowdesignated below (“Assignee”), and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the "“Assigned Interest"”) in the Assignor's ’s rights and obligations under the Credit Agreement, including including, without limitation, the interests set forth below in the Term Loan of the Assignor on the Assignment Date and the Revolving Commitment of the Assignor on the Assignment Date and Syndicated Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with unpaid interest accrued on the assigned Loans to the Assignment Date, the participations in Letters the LC Exposure of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and the amount, if any, set forth below of the fees accrued to and excluding the Assignment Date for account of the AssignorDate. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date Date, and as and to the extent provided by the Credit Agreement and subject to the terms thereof, (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and AcceptanceAssigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.16(e2.20(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b10.4(b) of the Credit Agreement. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New YorkGeorgia. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's ’s Address for Notices: . Effective Date of Assignment: (“Assignment ("Assignment Date")1: Date”) Facility Principal Amount Facility Assigned -------- -------- Percentage Assigned of Term Loan/Revolving Commitment Assigned(set forth, to at least 8 decimals, as a percentage of the aggregate Term Loans and the aggregate Revolving Commitments of all Lenders thereunder) Revolving Loans: $ Syndicated Loans% Term Loan: Fees Assigned (if any): $ % The terms set forth above and below are hereby agreed to, effective as of the Assignment Date: [NAME OF ASSIGNOR] Name of Assignor], as Assignor ------------------------ By: --------------------- Name: Title: [NAME OF ASSIGNEE] Name of Assignee], as Assignee ------------------------ By: --------------------- Name: Title: The undersigned hereby consent consents to the within assignment:1 ISP CHEMCO assignment: 1/ PRG-XXXXXXX INTERNATIONAL, INC., as Lead Borrower Bya Borrower: ------------------------- Name: Title: JPMORGAN CHASE SUNTRUST BANK, as Administrative Agent, as Swingline Lender and as LC Bank : By: ------------------------ By: Name: Name: Title: ----------------------------------- Title: PRG-XXXXXXX USA, INC., as a Borrower: SUNTRUST BANK, as Issuing Bank: By: By: Name: Name: Title: Title: 1 Consents to be included to the extent required by Section 9.04(b10.4(b) of the Credit credit Agreement. EXHIBIT B [Form of Guarantee Assumption Agreement] GUARANTEE ASSUMPTION AGREEMENT GUARANTEE ASSUMPTION AGREEMENT (this "Agreement") dated as of ________ ___, ____ by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a __________ corporation (the "Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as administrative agent for the lenders or other financial institutions or entities party as "Lenders" to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP Minerals Inc., as Borrowers, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 2, 2004 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the "Credit Agreement"; terms not otherwise defined herein are used herein as defined in the Credit Agreement).D