Amendment No. 1 Amel Joint Venture Agreement

EXHIBIT 10.2
AMENDMENT TO


JOINT VENTURE AGREEMENT
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AGREEMENT dated April 30, 1987, by and between CYANAMID MELAMINE, INC., a New Jersey corporation ("Cyanamid"), and DCP MELAMINE NORTH AMERICA, Inc., a Delaware corporation ("DCPNA").


WHEREAS, the parties have entered into a Joint Venture Agreement, dated April 15, 1986, and now desire to amend and supplement said Agreement, it is hereby agreed that: 1. Article 18. ENVIRONMENTAL of the Joint Venture Agreement is amended to read as follows:


(a) Cyanamid represents to DCPNA and the JV that, to the best of its knowledge,


(1) the Site is not in violation of any environmental law, and


(2) there is on the Site no latent soil or groundwater condition,
which, during the term of the Management Agreement, would
violate any environmental law or create an unreasonable risk of
personal injury or property damage, and


(3) there is on Site no soil or groundwater condition, which would
cause a reasonable party, if it were in DCPNA's position and, if
such condition was or would become known to it, not to approve
the Joint Venture Agreement.


(b) Cyanamid shall, at the commencement of the Connection Period, make the same
representation as in Article 18(a) or make known to DCPNA in writing and
detail the reasons why such representation cannot be made by Cyanamid at such
time, and in such case the parties shall together review the then prevailing
situation and shall try in good faith to agree on a mutually acceptable
solution. (c) Cyanamid shall retain responsibility for any soil or groundwater condition
which violates any environmental law except to the extent that Cyanamid
demonstrates that the condition was the result of any activity or operation
performed by or on behalf of the JV (in which case the condition shall be
the responsibility of the JV). The JV or Cyanamid shall have the
responsibility of defending any claim, demand, cause of action or
proceeding to the extent that the condition involved is its responsibility.
If Cyanamid or the JV is required to defend against a third party, it shall
be entitled to receive from the other all cooperation and assistance
reasonably required for the defense. (d) With regard to environmental matters other than soil or groundwater
condition, Cyanamid shall retain responsibility for demonstrated non-
compliance with any applicable environmental law which occurred at the Site
prior to the commencement of th ...