EXHIBIT 10.3
AMENDMENT TO THE
JOINT VENTURE AGREEMENT DATED APRIL 15, 1986
THIS AMENDMENT, effective as of the 1ST day of MAY, 1994, to the Joint
Venture Agreement dated April 15, 1986 by and between CYTEC MELAMINE INC.
(formerly, Cyanamid Melamine, Inc.), a New Jersey corporation ("CYTEC") and DSM
MELAMINE AMERICAS, INC. (formerly, DCP Melamine North America, Inc.), a Delaware
corporation ("DMA"):
WITNESS:
WHEREAS, American Cyanamid Company, with the consent of DSM Chemicals &
Fertilizers, B.V. (formerly, DSM Chemische Producten B.V.), transferred its
interest in Cyanamid Meamine, Inc. (now known as Cytec Melamine Inc.) to Cytec
Industries Inc.; and
WHEREAS, the parties wish to reflect these changes and to amend the
procedures for managing their joint venture, American Melamine Industries
("AMEL");
NOW THEREFORE, in consideration of the premises and of the mutual covenants
herinafter set forth, the parties agree as follows:
1. All references to Cyanamid Melamine, Inc. and Cyanamid in the Joint
Venture Agreement shall be changed to Cytec Melamine Inc. and Cytec,
respectively, to reflect the change in name of Cyanamid Melamine, Inc.
2. All references to DCP Melamine North America, Inc. and DCPNA in the
Joint Venture Agreement shall be changed to DSM Melamine Americas, Inc. and DMA,
respectively, to reflect the change in name of DCP Melamine North America, Inc.
3. Article 9 of the Joint Venture Agreement shall be amended to read, in
its entirety, as follows:
9. Representation and Meetings.
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(a) Management Committee. The JV shall be managed by a Management
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Committee comprised of four (4) voting members, two (2) ex-officio, non-voting
members, and one non-voting secretary.
(1) Voting Members. Each Associate shall be represented at the
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meetings by two (2) voting members designated in advance by each respective
Associate as Committee members. Each Committee member shall have one vote
on all matters, in person or by proxy. No actions at any meeting or
requiring the consent of each Associate shall be valid without the
affirmative vote of at least three (3) Committee members, except as
otherwise provided in Section 9(c).
(2) Non-voting Members. The General Manager of the JV, appointed
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pursuant to Section 9(c) hereinafter, and the Technical Assistant provided
by DSM Chemicals & Fertilizers B.V. (formerly, DSM Chemische Producten
B.V.)("DCF") pursuant to Article III of the Technology License Agreement
dated April 30, 1987 by and between AMEL
and DCF, shall both serve as ex-officio, non-voting members of the
Management Committee.
(3) Committee Secretary. Each Associate may also be represented at
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each meeting of the Management Committee by one (1) attorney who shall have
no vote. On an annual basis, alternating each September, one Associate
shall furnish an attorney who shall function as secretary to the Committee
and who shall prepare minutes of the proceedings of the Management
Committee and insure that compliance with antitrust regulations is
maintained throughout each meeting.
(4) Committee Chairman. The Associate furnishing the Committee
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secretary shall also designate one of its voting representatives to serve
as Chairman of the Committee for the annual term beginning in September and
ending the following August. The Chairman shall function primarily to
conduct each meeting of the Committee according to a pre-agreed agenda, and
may call a special meeting of the Committee whenever either Associate so
requests.
(b) Meetings. The Management Committee shall hold meetings at such times
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as the Associates may agree, so long as adequate advance notice is given of such
meetings or such notice is otherwise waived by each Associate or each Committee
member. Attendance at any meeting by a Committee member shall be deemed to be a
waiver by such member of any objection as to the adequacy of the notice for such
meeting. All meetings of the Management Committee shall be held at the Xxxxxxx
Facility in Xxxxxxxxx Xxxxxx, Louisiana, unless otherwise agreed. Other than
the voting and non-voting members of the Committee, no persons shall be
allowed to attend Committee meetings unless (i) providing a report to the
Committee, and then only for the duration of the report and any discussion
period thereafter, or (ii) as otherwise agreed between the Associates.
(c) General Manager. The Management Committee shall appoint a General
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Manager of the JV who will be responsible for the management of the JV and will
operate the Improved Plant in accordance with the Management Agreement. The
General Manager shall serve at the pleasure of the Management Committee and may
be removed by vote of any two (2) of the four (4) voting Management Committee
members. The General Manager shall, following appointment, become an employee
of the JV for purposes of operating the JV and will report and be responsible to
the Management Committee with regard to all matters pertaining to the operation
of the Improved Plant. The General Manager shall also be or become an employee
of Cytec Industries Inc. and will report and be responsible to the Manager of
the Xxxxxxx Facility with regard to all matters generally affecting the Xxxxxxx
Facility including, without limitation, safety, environmental, personnel, etc.
He shall furnish copies of all his reports to the Management Committee and to
the manager of the Xxxxxxx Facility and shall keep them fully informed of all
developments. He shall receive his compensation and benefits from Cytec
Industries Inc. or its Affiliate, the cost of which will be part of the costs
paid by the JV under the Management Agreement.
(d) Removal. A Management Committee member may be removed only by the
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Associate which designated him. A vacancy shall be filled by the Associate
which designated the person last holding the vacant position. Neither Associate
shall designate as a Committee
member any person with sales, marketing or pricing responsibility related to
melamine. It is intended that in the context of a production joint venture,
persons with only technical, financial or production responsibilities shall be
designated by either Associate.
4. The Joint Venture Agreement shall otherwise continue in force and
effect according to its terms and conditions as herein amended, which Agreement
is hereby ratified.
* * *
IN WITNESS WHEREOF, the parties have signed this Amendment, by and through
their respective authorized representative, effective as of the date first
set forth above.
DSM MELAMINE AMERICAS, INC. ("DMA")
By: /s/ Xxx X. XxXxxxx
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Xxx X. XxXxxxx, President
Attest:
/s/ X.X. Xxxxxx
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X.X. Xxxxxx, Secretary
CYTEC MELAMINE INC.
By: /s/ X.X. Xxxx
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Name/Title: X.X. Xxxx, Vice President
Attest:
/s/ X.X. Xxxxxxx
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X.X. Xxxxxxx, Secretary
