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"):
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.
(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 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 ea