EXHIBIT 10.14
ASSIGNMENT AND ACCEPTANCE
Dated October 7, 1997
Reference is made to the 364-Day Credit Agreement dated as of
September 23, 1997 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement") among Cytec Industries Inc., a Delaware
corporation (the "Borrower"), the Lenders (as defined in the Credit Agreement)
and Citibank, N.A., as agent for the Lenders (the "Agent"). Terms defined in the
Credit Agreement are used herein with the same meaning.
Citibank, N.A. (the "Assignor") and CoreStates Bank,
N.A. (the "Assignee") agree as follows:
1. The Assignor hereby sells and assigns to the Assignee, and
the Assignee hereby purchases and assumes from the Assignor, an interest in and
to the Assignor's rights and obligations under the Credit Agreement as of the
date hereof (other than in respect of Competitive Bid Advances and Competitive
Bid Notes) equal to the percentage interest specified on Schedule 1 hereto of
all outstanding rights and obligations under the Credit Agreement (other than in
respect of Competitive Bid Advances and Competitive Bid Notes). After giving
effect to such sale and assignment, the Assignee's Commitment and the amount of
the Revolving Advances owing to the Assignee will be as set forth in Section 2
of Schedule 1.
2. The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto; (iii) makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of the Borrower or the performance or observance by the Borrower of
any of its obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto; and (iv)Eattaches the
Revolving Note held by the Assignor, if any, and, if requested by the Assignee
and the Assignor, requests that the Agent exchange such Revolving Note for a new
Revolving Note payable to the order of the Assignee in an amount equal to the
Commitment assumed by the Assignee pursuant hereto or new Revolving Notes
payable to the order of the Assignee in an amount equal to the Commitment
assumed by the Assignee pursuant hereto and the Assignor in an amount equal to
the Commitment retained by the Assignor under the Credit Agreement,
respectively, as specified on Schedule 1 hereto.
3. The Assignee (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in Section 4.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Agent, the Assignor or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under the Credit Agreement as are delegated to the Agent
by the terms thereof, together with such powers as are reasonably incidental
thereto; (v) agrees that it will perform in accordance with their terms all of
the obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender; (vi) specifies as its Domestic Lending Office (and
address for notices) and Eurodollar Lending Office the offices set forth beneath
its name on the signature pages hereof; and (vii) attaches any U.S. Internal
Revenue Service forms required under Section 2.13 of the Credit Agreement.
4. Following the execution of this Assignment and Acceptance,
it will be delivered to the Agent for acceptance and recording by the Agent. The
effective date for this Assignment and Acceptance (the "Effective Date") shall
be the date of acceptance hereof by the Agent, unless otherwise specified on
Schedule 1 hereto.
5. Upon such acceptance and recording by the Agent, as of the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.
6. Upon such acceptance and recording by the Agent, from and
after the Effective Date, the Agent shall make all payments under the Credit
Agreement and the Revolving Notes in respect of the interest assigned hereby
(including, without limitation, all payments of principal, interest and facility
fees with respect thereto) to the Assignee. The Assignor and Assignee shall make
all appropriate adjustments in payments under the Credit Agreement and the
Revolving Notes for periods prior to the Effective Date directly between
themselves.
7. This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of New York.
8. This Assignment and Acceptance 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 Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of a manually executed counterpart of
this Assignment and Acceptance.
IN WITNESS WHEREOF, the Assignor and Assignee have caused
ScheduleE1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.
Schedule 1
to
Assignment and Acceptance
Dated October 7, 1997
Section 1.
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Percentage Interest: 15%
Section 2.
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Assignee's Commitment:
$30,000,000
Aggregate Outstanding Principal
Amount of Revolving Advances owing to the Assignee:
$30,000,000
A Revolving Note payable to the order of the Assignee
Dated: October 7, 1997
Principal amount: $30,000,000
A Revolving Note payable to the order of the Assignor
Dated: October 7, 1997
Principal amount: $40,000,000
Section 3.
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Effective Date: October 7, 1997
CITIBANK, N.A., as Assignor
By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Attorney-in-fact
CORESTATES BANK, N.A., as Assignee
By:/s/▇▇▇▇▇ ▇. Ronius
Title:Commercial Officer
Domestic Lending Office
(and addressfor notices):
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Eurodollar Lending Office:
▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇
Attn:
Telecopier
Accepted and Approved
this 7th day of
October, 1997
CITIBANK, N.A., as Agent
By/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------
Title: Attorney-in-fact
Approved this 7th day
of October, 1997
CYTEC INDUSTRIES INC.
By/s/▇. ▇. ▇▇▇▇▇▇▇
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Title: Treasurer
SCHEDULE OF ALL OTHER ASSIGNMENTS
AND ACCEPTANCES RELATING TO THE
364-DAY CREDIT AGREEMENT
Percentage Assignee
Date Assignor Assignee Interest Commitment
October 7, 1997 Citibank, N.A. Credit Lyonnais, 15% $30,000,000
New York ▇▇▇▇▇
October 7, 1997 Citibank, N.A. First Union National 15% $30,000,000
Bank
October 7, 1997 Citibank, ▇.▇. ▇▇▇▇▇▇ Bank, N.A. 15% $30,000,000
October 7, 1997 Citibank, N.A. The Bank of Nova Scotia 10% $20,000,000
October 7, 1997 Citibank, N.A. PNC Bank, 10% $20,000,000
National Association
