Letter Amendment to Five Year Term Loan Agreement among Cytec Industries Inc. and Lenders (March 1, 2005)

Summary

This amendment updates the Five Year Term Loan Agreement dated February 15, 2005, between Cytec Industries Inc. and a group of banks and financial institutions, with Citicorp North America, Inc. as agent. The amendment revises the terms for borrowing under the agreement, specifically extending the period during which advances can be made until April 5, 2005. All other terms of the original agreement remain in effect. The amendment becomes effective once all parties have signed it and is governed by New York law.

EX-10.1 2 a5083158ex10_1.txt EXHIBIT 10.1(B) Exhibit 10.1(b) LETTER AMENDMENT TO FIVE YEAR TERM LOAN AGREEMENT Dated as of March 1, 2005 To the banks, financial institutions and other institutional lenders (collectively, the "Lenders") parties to the Credit Agreement referred to below and to Citicorp North America, Inc., as agent (the "Agent") for the Lenders Ladies and Gentlemen: We refer to the Five Year Term Loan Agreement dated as of February 15, 2005 (the "Credit Agreement") among the undersigned and you. Capitalized terms not otherwise defined in this Letter Amendment have the same meanings as specified in the Credit Agreement. It is hereby agreed by you and us as follows: Section 2.01 of the Credit Agreement is, effective as of the date of this Letter Amendment, hereby amended in full to read as follows: SECTION 2.01. The Advances. Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances to any Borrower from time to time on any Business Day during the period from the Effective Date until April 5, 2005 in an aggregate amount (based in respect of any Advances to be denominated in Euros by reference to the Equivalent thereof in Dollars determined on the date of delivery of the applicable Notice of Borrowing) outstanding at any time for all Borrowers not to exceed such Lender's Commitment. Each Borrowing shall be in an amount not less than the Borrowing Minimum or the Borrowing Multiple in excess thereof and shall consist of Advances of the same Type and in the same currency made on the same day by the Lenders ratably according to their respective Commitments. Until April 5, 2005 and within the limits of each Lender's Commitment, the Borrowers may borrow under this Section 2.01, prepay pursuant to Section 2.09(a) and reborrow under this Section 2.01. This Letter Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Letter Amendment executed by the undersigned and all of the Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Letter Amendment. On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents, if any, to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment. The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Letter Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning at least three counterparts of this Letter Amendment to Susan L. Hobart, Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022. This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment. This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, CYTEC INDUSTRIES INC. By: /S/ T. Wozniak ------------------------------------ Title: Treasurer Agreed as of the date first above written: CITICORP NORTH AMERICA, INC., as Agent and as Lender By: /S/ Carolynee Sheridan ----------------------------------------- Title: Managing Director & Vice President WACHOVIA BANK, NATIONAL ASSOCIATION By: /S/ Barbara Van M ----------------------------------------- Title: Director ABN AMRO BANK N.V. By: /S/ Robert H. Steelman ----------------------------------------- Title: Director By: ----------------------------------------- Title: CALYON NEW YORK BRANCH By: /S/ Scott R. Chappelka ----------------------------------------- Title: Director By: /S/ Michael Madnick ----------------------------------------- Title: Director THE BANK OF NOVA SCOTIA By: /S/Todd S. Meller ----------------------------------------- Title: Managing Director SUNTRUST BANK By: /S/ Robert Bugbee ----------------------------------------- Title: Director THE BANK OF NEW YORK By: /S/ Ernest Fung ----------------------------------------- Title: Vice President COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: /S/ Robert Traylor ----------------------------------------- Title: Senior Vice President By: /S/ Andrew P. Lusk ----------------------------------------- Title: Vice President FORTIS CAPITAL CORP. By: /S/ Kathleen de Lathauwe ----------------------------------------- Title: Senior Vice President By: /S/ Diran Cholakian ----------------------------------------- Title: Vice President BAYERISCHE HYPO-UND VERSEINSBANK AG, NEW YORK BRANCH By: /S/ ----------------------------------------- Title: Director By: /S/ ----------------------------------------- Title: Associate Director PNC BANK, NATIONAL ASSOCIATION By: /S/ ----------------------------------------- Title: Senior Vice President SUMITOMO MITSUI BANKING CORP., NEW YORK By: /S/ Edward McColly ----------------------------------------- Title: Vice President & Dept. Head UFJ BANK LIMITED By: /S/ ----------------------------------------- Title: Vice President BANK OF CHINA, NEW YORK BRANCH By: /S/ ----------------------------------------- Title: Chief Lending Officer KBC BANK, N.V. By: /S/ R. Snauffer ----------------------------------------- Title: First Vice President By: /S/ Robert M. Surdam, Jr. ----------------------------------------- Title: Vice President