AMENDMENT DATED AS OF JANUARY 29, 2003



 



Exhibit 10.1(b)

To Form 10-K for

Year ended 12/31/2003


[letterhead of Cytec Industries Inc.]


January 29, 2003


American Cyanamid Company

c/o Mr. Steven Tasher

Vice President, Environmental Affairs &

Facility Operations

Wyeth

5 Giralda Farms

Madison, NJ 07940


Dear Mr. Tasher:


          We refer to the Environmental Matters Agreement (the “Agreement”) dated as
of December 17, 1993, by and between Cytec Industries Inc., a Delaware
corporation (“Cytec”) and American Cyanamid Company, a Maine corporation
(“Cyanamid”). Capitalized terms not otherwise defined in this Letter Amendment
have the same meanings as specified in the Agreement.



          It is hereby agreed that the Agreement is, effective as of October 1,
2002, amended as follows:



          
1.     
Section 4.4 is amended to read in full as follows:


          “4.4 ACY Environmental Affairs Department. (a) In order to facilitate
ACY’s oversight of Cytec’s treatment of the Assumed Environmental Liabilities,
Cytec shall pay to ACY an annual fee. Effective October 1, 2002, the annual
fee shall be reduced to $180,000. Cytec’s payments pursuant to this Section
4.4 shall be due and payable on the last business day of each month in an
amount equal to one twelfth of the annual fee then in effect. In the event
that the requirements of ACY’s Environmental Affairs Department, with regard to
these services provided to Cytec, are materially changed, including but not
limited to, as a result of reductions in Cytec’s reserves for Assumed
Environmental Liabilities, both parties will negotiate in good faith to adjust
the annual fee accordingly. Cytec’s obligation hereunder shall terminate upon
redemption of the Series C Preferred Stock. The fee provided for herein shall
be prorated for the year in which such obligation terminates.



          “(b) Cytec, at its sole cost, shall from time to time at the request of
ACY provide invoice payment, cost accounting, and reporting with regard to
Remediation at any site listed on Schedule 7.1 hereto.”








 



American Cyanamid Company

January 29, 2003

Page 2


          
2.     This Letter Amendment shall become effective as of the date first
above written when, and only when, Cytec has received a counterpart of this
Letter Amendment executed by Cyanamid. On and after the effectiveness of this
Letter Amendment, each reference in the Agreement to “this Agreement,”
“hereunder,” “hereof” or words of like import referring to the Agreement, shall
mean and be a reference to the Agreement, as amended by this Letter Amendment.



          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 Jersey.




	 	 	 
	 	 	
Very truly yours,
	 	 	 
	 	 	
CYTEC INDUSTRIES INC.
	 	 	 
	 	 	
By/s/ Karen E. Koster


Name:   Karen E. Koster

Title:     Vice President, Safety,

              Health & Environment



Agreed as of the date first above written:


AMERICAN CYANAMID COMPANY

	 	 	 
	By	 	
/s/ Steven Tasher



Name:   Steven Tasher

Title:     Vice President

              Environmental Affairs & Facilities Operations