Amendment No. 2 To Amel Joint Venture Agreement

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
-------------------- 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 S ...