Exhibit 10.1(d)
LETTER AMENDMENT NO. 3 TO FIVE YEAR TERM LOAN AGREEMENT
Dated as of December 31, 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
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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 and November 11, 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:
The definition of "EBITDA" in Section 1.01 of the Credit
Agreement is amended by adding immediately after the phrase "such net income (or
net loss)" at the end of clause (f) the following: "and (g) without duplication
of clause (e) above, restructuring charges in an aggregate amount not to exceed
$35,000,000 taken between October 1, 2005 and June 30, 2006 related to the
consolidation of the Cytec Performance Specialties division and the Cytec
Surface Specialties division into a single unit".
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 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 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.X. Xxxxxxx
------------------------
Title: Treasurer
Agreed as of the date first above written:
CITICORP NORTH AMERICA, INC.,
as Agent and as Lender
By /s/ Xxxxxx Xxxxxx
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Title: Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION
By /s/ Xxxxxxx Xxx Xxxxxxx
-----------------------
Title: Director
ABN AMRO BANK N.V.
By /s/ Xxxxxx X. Xxxxxxxx
----------------------
Title: Director
By /s/ Xxx Xxxxxx
--------------
Title: Assistant Vice President
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CALYON NEW YORK BRANCH
By /s/ Xxxxx X.X. Xxxxxx
---------------------
Title: Managing Director
By /s/ Xxxxxxx Xxxxxxx
-------------------
Title: Director
THE BANK OF NOVA SCOTIA
By /s/ X.X. Xxxxxx
---------------
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 X. Xxxxxxx, Xx.
--------------------------
Title: Senior Vice President
By /s/ Xxxxxx X. Xxxx
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Title: Vice President
FORTIS CAPITAL CORP.
By /s/ Xxxxxxxxx Xxxxxxx
---------------------
Title: Vice President
By /s/ Xxxxxx Xxxxxxxxxxx
----------------------
Title: Vice President
BAYERISCHE HYPO-UND VERSEINSBANK AG, NEW YORK BRANCH
By /s/ Xxx Xxxxxxxx
----------------
Title: Director
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By /s/ Xxxxxxxx X. Xxxxx
----------------------
Title: Director
PNC BANK, NATIONAL ASSOCIATION
By /s/ Xxxxxxx Xxxxx
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Title: Senior Vice President
SUMITOMO MITSUI BANKING CORP., NEW YORK
By /s/ Xxxxxxxxx Xxxxxxxxx
-----------------------
Title: Joint General Manager
THE BANK OF TOKYO-MITSUBISHI UFJ LTD.,
NEW YORK BRANCH,
successor by merger to UFJ Bank Ltd.
By /s/ Xxxxx Xxxxxxxx
------------------
Title: Authorized Signatory
BANK OF CHINA, NEW YORK BRANCH
By /s/ Xxxxxxx Xxxxxx Xxxxx
------------------------
Title: Chief Lending Officer
KBC BANK, N.V.
By
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Title:
By
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Title:
BANK OF TAIWAN
By
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Title:
FIRST COMMERCIAL BANK
By
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Title:
STATE BANK OF INDIA
By
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Title:
XXXXX XXX COMMERCIAL BANK, LTD.
By /s/ Xxxx Xx Xxxx
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Title: Vice President & General Manager
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