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 Xxxxx X. Xxxxxx, Xxxxxxxx & Sterling LLP, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
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/ X. Xxxxxxx
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Title: Treasurer
Agreed as of the date first above written:
CITICORP NORTH AMERICA, INC.,
as Agent and as Lender
By: /S/ Xxxxx Xxxxx
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Title: Director
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /S/Xxxxxxx Xxx Xxxxxxx
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Title: Director
ABN AMRO BANK N.V.
By: /S/ Xxxxxx X. Xxxxxxxx
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Title: Director
By: /S/ Xxxxxxxxxxx X. Xxxxx
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Title: Vice President
CALYON NEW YORK BRANCH
By
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Title:
By
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Title:
THE BANK OF NOVA SCOTIA
By: /S/ Xxxxx Xxxxxx
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Title: Managing Director
SUNTRUST BANK
By: /S/ Xxxxxx Xxxxxx
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Title: Vice President
THE BANK OF NEW YORK
By: /S/ Xxxxxx Xxxx
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Title: Vice President
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
By: /S/ Xxxxxx Xxxxxxx
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Title: Senior Vice President
By: /S/ Xxxxxx X. Xxxx
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Title: Vice President
FORTIS CAPITAL CORP.
By: /S/ Xxxx X. Xxxxxx
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Title: Senior Vice President
By: /S/ Xxxxxxx Xxxxx
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Title: Managing Director
BAYERISCHE HYPO-UND VERSEINSBANK AG, NEW YORK BRANCH
By
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Title:
By
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Title:
PNC BANK, NATIONAL ASSOCIATION
By: /S/ Xxxxxxx Xxxxx
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Title: Senior Vice President
SUMITOMO MITSUI BANKING CORP., NEW YORK
By: /S/ Xxxxx X. Xxxx
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Title: Senior Vice President
UFJ BANK LIMITED
By
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Title:
BANK OF CHINA, NEW YORK BRANCH
By: /S/ Xxxxxxx X. Xxxxx
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Title: Deputy General Manager
KBC BANK, N.V.
By: /S/ Xxxxxx X. Xxxxxx, Xx.
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Title: Vice President
By: /S/ Xxxxxxx X. Xxxxxx
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Title: First Vice President
