Letter Amendment No. 2 to Five Year Term Loan Agreement among Cytec Industries Inc. and Lenders

Summary

This amendment updates certain terms in the Five Year Term Loan Agreement originally dated February 15, 2005, between Cytec Industries Inc., Citicorp North America, Inc. (as agent), and various financial institutions. The changes clarify how prepayments are applied to loan installments and expand the definition of hedge agreements to include those with affiliates of lenders. The amendment becomes effective once signed by the required parties and does not waive any other rights or provisions of the original agreement.

EX-10.1 3 a5083158ex10_1c.txt EXHIBIT 10.1(C) Exhibit 10.1(c) LETTER AMENDMENT NO. 2 TO FIVE YEAR TERM LOAN AGREEMENT Dated as of November 11, 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, as amended as of March 1, 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: (a) The last sentence of Section 2.09(a) of the Credit Agreement is, effective as of the date of this Letter Amendment, hereby amended in full to read as follows: Each such prepayment shall be applied to the installments of the Advances in forward order of maturity. (b) The second sentence of Section 2.09(b)(iv) of the Credit Agreement is, effective as of the date of this Letter Amendment, hereby amended in full to read as follows: Each such prepayment shall be applied to the installments of the Advances in forward order of maturity. (c) Exhibit F to the Credit Agreement is, effective as of the date of this Letter Amendment, hereby amended by deleting from Section 1 thereof the phrase "any Hedge Agreements entered into by the Company and any Lender" and substituting therefor the phrase "any Hedge Agreements entered into by the Company and any Lender or any Affiliate of any Lender". 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 the Required 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 C1redit 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/ Irina Lurye --------------------------------------------- Title: Director WACHOVIA BANK, NATIONAL ASSOCIATION By: /S/Barbara Van Meerten --------------------------------------------- Title: Director ABN AMRO BANK N.V. By: /S/ Robert H. Steelman --------------------------------------------- Title: Director By: /S/ Christopher M. Plumb --------------------------------------------- Title: Vice President CALYON NEW YORK BRANCH By --------------------------------------------- Title: By -------------------------------------------- Title: THE BANK OF NOVA SCOTIA By: /S/ Thane Rattew --------------------------------------------- Title: Managing Director SUNTRUST BANK By: /S/ Robert Maddox --------------------------------------------- Title: Vice President 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/ John W. Deegan --------------------------------------------- Title: Senior Vice President By: /S/ Douglas Riahi --------------------------------------------- Title: Managing Director BAYERISCHE HYPO-UND VERSEINSBANK AG, NEW YORK BRANCH By --------------------------------------------- Title: By --------------------------------------------- Title: PNC BANK, NATIONAL ASSOCIATION By: /S/ Michael Nardo --------------------------------------------- Title: Senior Vice President SUMITOMO MITSUI BANKING CORP., NEW YORK By: /S/ David A. Buck --------------------------------------------- Title: Senior Vice President UFJ BANK LIMITED By --------------------------------------------- Title: BANK OF CHINA, NEW YORK BRANCH By: /S/ William W. Smith --------------------------------------------- Title: Deputy General Manager KBC BANK, N.V. By: /S/ Robert M. Surdam, Jr. --------------------------------------------- Title: Vice President By: /S/ Michael V. Curran --------------------------------------------- Title: First Vice President