AMENDMENT NO. 1

                                       TO

                                CREDIT AGREEMENT





            AMENDMENT No. 1 (this "Amendment No. 1"), dated as of July 24, 2001,

by and among ISP Chemco Inc., ISP Chemicals Inc., ISP Technologies Inc. and ISP

Minerals Inc. (collectively, the "Borrowers") and The Chase Manhattan Bank, as

Administrative Agent, to that certain Credit Agreement, dated as of June 27,

2001 (the "Credit Agreement"), among the Borrowers, the Subsidiary Guarantors

party thereto, the Lenders party thereto and The Chase Manhattan Bank, as

Administrative Agent. Capitalized terms used herein and not otherwise defined

herein shall have the meaning ascribed to such terms in the Credit Agreement.



                              W I T N E S S E T H:



            WHEREAS, the Borrowers, the Subsidiary Guarantors and the

Administrative Agent are parties to the Credit Agreement; and



            WHEREAS, the Borrowers and the Administrative Agent, with the

consent of the Required Lenders, have agreed to the amendments contained herein

subject to the terms and conditions set forth herein;



            NOW, THEREFORE, in consideration of the foregoing, the mutual

covenants and obligations herein set forth and other good and valuable

consideration, the adequacy and receipt of which is hereby acknowledged, and in

reliance upon the representations, warranties and covenants herein contained,

the parties hereto, intending to be legally bound, hereby agree as follows:



      SECTION 1. AMENDMENTS.



            The Credit Agreement is, effective as of the Amendment Effective

Date (as defined below), amended as follows:



            (a) Amendment to Article I (Definitions).



                  (1) The definition of "Qualified Senior Subordinated Debt" in

Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended and

restated in its entirety to read as follows:



                  "Qualified Senior Subordinated Debt" means Indebtedness of the

      Borrowers (a) contractually subordinated in right of payment to the

      Indebtedness hereunder, (b) incurred and outstanding at any time when (1)

      no Indebtedness of any direct or indirect parent of Chemco is outstanding

      (determined as of the close of business on the first day such Indebtedness

      is incurred under this clause (b)(1) and each day thereafter), other than

      loans payable to any members of the Chemco Consolidated Group pursuant to

      Section 6.07(k) or (2) the Indebtedness of the ISP 2002 Notes, the ISP

      2003 Notes or Qualified ISP Debt, or any combination of the foregoing, is

      the only outstanding Indebtedness of any direct or indirect parent of

      Chemco (other than loans payable to any member of the Chemco Consolidated

      Group pursuant to Section 6.07(k)) and the proceeds of such Qualified

      Senior Subordinated Debt shall be used for the purpose of redeeming or

      otherwise retiring the ISP 2003 Notes in accordance with Sections

      6.07(k)(ii) and 6.10(c)(ii) until such ISP 2003 Notes have been redeemed

      or otherwise retired in full (and pending such use such proceeds shall be

      deposited by (or on behalf of) the

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      Borrowers in an escrow account with the Wilmington Trust Company or other

      escrow agent reasonably acceptable to the Administrative Agent), provided,

      however, that if at any time Indebtedness in respect of both Qualified ISP

      Debt and the ISP 2003 Notes is outstanding, the proceeds of such Qualified

      ISP Debt (less the amount of any proceeds of any Qualified Senior

      Subordinated Debt on deposit in an escrow account pursuant to this clause

      (b)(2)) shall be used for the purpose of redeeming or otherwise retiring

      the ISP 2003 Notes in accordance with Sections 6.07(k)(ii) and 6.10(c)(ii)

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