CYTEC INDUSTRIES INC. 3.500% Senior Notes due 2023 UNDERWRITING AGREEMENT

Exhibit 1.1

CYTEC INDUSTRIES INC.

3.500% Senior Notes due 2023

UNDERWRITING AGREEMENT

February 26, 2013

Citigroup Global Markets Inc.

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

RBS Securities Inc.

000 Xxxxxxxxxx Xxxx.

Xxxxxxxx, Xxxxxxxxxxx 00000

Well Fargo Securities, LLC

000 Xxxxx Xxxxx Xxxxxx

Xxxxxxxxx, Xxxxx Xxxxxxxx 00000

As Representatives of the several Underwriters

Ladies and Gentlemen:

Cytec Industries Inc., a Delaware corporation (the “Company”), confirms its agreement with Citigroup Global Markets Inc. (“Citigroup”), RBS Securities Inc. (“RBS”) and Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”), and each of the other underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Citigroup, RBS and Xxxxx Fargo are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company of 400,000,000 aggregate principal amount of its 3.500% senior notes due 2023, identified in Exhibit B hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of March 15, 1998, as amended by the First Supplemental Indenture, dated as of May 11, 1998, and to be further amended by a Third Supplemental Indenture, to be dated as of the Closing Date (as defined herein) between the Company and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, National Association, as successor to PNC Bank, National Association, as trustee (the “Trustee”). The terms of such sale, pursuant to this Agreement, are described in Exhibit B hereto. Certain terms used in this Agreement are defined in Section 15 hereof.

The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

SECTION 1. Representations and Warranties of the Company. The Company represents and warrants to each Underwriter as of the date hereof and as of the Closing Date referred to in Section 2(b) hereof and agrees with each Underwriter, as follows:

(a) Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the 1933 Act and has prepared and filed with the Commission an “automatic shelf registration statement”, as defined in Rule 405 (the file number of which is set forth in Exhibit B hereto) on Form S-3, including a related Base Prospectus, for registration under the 1933 Act of the offering and sale of the Securities. Such Registration Statement, including any post-effective amendments thereto filed prior to the date hereof, became effective on filing. No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission; no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Company; and any request on the part of the Commission for additional information has been complied with. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the 1933 Act and the rules thereunder, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the date hereof or, to the extent not completed at the date hereof, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the date hereof, will be included or made therein. The Registration Statement, at the date hereof, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the date hereof.

On each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein), the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the 1933 Act, the 1933 Act Regulations and the Trust Indenture Act; on each Effective Date and at the date hereof, the Registration Statement did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Indenture did and will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the date of any filing pursuant to Rule 424(b), on the Closing Date and at any time when a prospectus is required by applicable law to be delivered in connection with sales of Securities, the Final Prospectus (together with any supplement thereto) will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement or Final Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through any Representative expressly for use in the Registration Statement or Final Prospectus or any amendment thereof or supplement thereto.

Each Preliminary Prospectus as originally filed or as part of any amendment thereto or filed pursuant to Rule 424 under the 1933 Act complied when so filed in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations.

The Disclosure Package, as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6 hereof.

(A) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the 1934 Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and (iv) at the date hereof (with such date being used as the determination date for purposes of this clause (iv)), the Company was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405.

(B) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii) as of the date hereof (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an “ineligible issuer” (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an “ineligible issuer”.

Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 3(c) hereto does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein by reference and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, and each such Issuer Free Writing Prospectus, when taken together with the Disclosure Package as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 6 hereof.

(b) Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus, at the respective times they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations and did not and will

not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

(c) Independent Accountants. KPMG LLP, who have certified the financial statements and supporting schedules of the Company incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus, are independent public accountants with respect to the Company within the meaning of the 1933 Act and the 1933 Act Regulations.

(d) Financial Statements. The financial statements of the Company incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus, together with the related schedules (if any) and notes, present fairly, or will present fairly, the financial position of the Company at the dates indicated and the results of operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; and all such financial statements, except as disclosed therein, have been or will be prepared in conformity with GAAP applied on a consistent basis throughout the periods involved and comply with all applicable accounting requirements under the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, as applicable. The supporting schedules, if any, included in the Registration Statement present fairly, in accordance with GAAP, the information required to be stated therein. The Company’s ratio of earnings to fixed charges included in the Registration Statement, the Disclosure Package and the Final Prospectus have been or will be calculated in compliance with Item 503(d) of Regulation S-K of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules applicable thereto in all material respects.

(e) No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Final Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (A) there has been no material adverse change in the general affairs, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries considered as one enterprise, whether or not in the ordinary course of business (“Material Adverse Effect”) or any development involving a prospective Material Adverse Effect, and (B) there have been no transactions entered into by the Company or any of its subsidiaries which are material with respect to the Company and its subsidiaries considered as one enterprise and not in the ordinary course of business.

(f) Good Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Final Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in the State of New Jersey and in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except (solely in the case of jurisdictions other than the State of New Jersey) where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(g) Good Standing of Subsidiaries. Each Material Subsidiary of the Company has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Final Prospectus and is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Disclosure Package and the Final Prospectus, all of the issued and outstanding capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) non-assessable and are owned by the Company, directly or through subsidiaries, free and clear of any Lien; and none of the outstanding shares of capital stock, partnership interests or limited liability company interests, membership interests or other similar interests of any such subsidiary was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person.

(h) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

(i) Authorization of Securities. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding at law or in equity); and the Securities have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding at law or in equity).

(j) Description of Securities. The Securities conform in all material respects to all of the respective statements relating thereto contained in the Disclosure Package and the Final Prospectus and such statements conform in all material respects to the Indenture and the other instruments and agreements defining the same.

(k) Absence of Defaults and Conflicts. Neither the Company nor any of its Material Subsidiaries is in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Document, except (solely in the case of Company Documents other than Organizational Documents) for such defaults that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the Disclosure Package and the Final Prospectus (including the issuance and sale of the Securities and including and based on the use of the proceeds from the sale of the Securities as described in the Disclosure Package and the Final Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any Lien upon any property or assets of the Company or any of its Material Subsidiaries pursuant to any Subject Instrument, except for such conflicts, breaches, defaults, Repayment Events or Liens that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the Organizational Documents of the Company or any of its Material Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its Material Subsidiaries or any of their respective assets, properties or operations.

(l) Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries taken as a whole which is required to be disclosed in the Disclosure Package and the Final Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations under this Agreement.

(m) Accuracy of Descriptions and Exhibits. The information in the Disclosure Package and the Final Prospectus under the captions “Description of Notes” and “Description of Debt Securities We May Offer” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 under the caption “Legal Proceedings” to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or by-laws or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of any Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments or agreements required to be described or referred to in the Registration Statement, the Disclosure Package, the Final Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

(n) Absence of Further Requirements. (A) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority

or agency, domestic or foreign, (B) no waiver or consent under any Subject Instrument, and (C) no authorization, approval, vote or other consent of any other person or entity, is necessary or required for the performance by the Company of its obligations under this Agreement, for the offering, issuance, sale or delivery of the Securities hereunder or for the consummation of any of the other transactions contemplated by this Agreement, in each case on the terms contemplated by the Disclosure Package and the Final Prospectus, except such as have been already obtained under the 1933 Act, the 1933 Act Regulations or the Trust Indenture Act or such as may be required under state securities laws.

(o) Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Disclosure Package and the Final Prospectus, will not be, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the 1940 Act.

(p) Environmental Laws. Except as described in the Disclosure Package and the Final Prospectus, or except as would not, individually or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending, or to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries and (D) there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

(q) Foreign Corrupt Practices Act. (A) To the best knowledge of the executive officers of the Company, neither the Company nor any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation of the FCPA, (B) to the best knowledge of the executive officers of the Company, no director, officer, agent (in such capacity as agent for the Company or any of its subsidiaries), employee or affiliate of the Company or any of its subsidiaries, is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the FCPA, (C) the Company, its subsidiaries and, to the best knowledge of the executive officers of the Company, its affiliates have conducted their businesses in compliance in all material respects with the FCPA and (D) the Company and its subsidiaries

have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued material compliance therewith.

(r) Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the executive officers of the Company, threatened.

(s) OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries, in such person’s capacity as a director, officer, agent, employee or affiliate of the Company or any of its subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC or lend, contribute or otherwise make available such proceeds for the purpose of financing the activities of any person known by the Company to be subject to any U.S. sanctions administered by OFAC.

(t) Accounting Controls. The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that in all material respects: (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting.

(u) Disclosure Controls and Procedures. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 0000 Xxx) that comply with the requirements of the 1934 Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective.

SECTION 2. Sale and Delivery to Underwriters; Closing

(a) Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to

purchase from the Company, the principal amount of Securities set forth in Exhibit A opposite the name of such Underwriter (plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof) at the purchase price of 98.653% of such principal amount (the “Purchase Price”).

(b) Payment. Payment of the Purchase Price for, and delivery of certificates for, the Securities shall be made on March 12, 2013, 10:00 a.m. (Eastern time) (unless postponed in accordance with the provisions of Section 10 of this Agreement), at the offices of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX, 00000, or at such other date, time and location as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called the “Closing Date”).

Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for, and make payment of the Purchase Price for, the Securities. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the Purchase Price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder.

(c) Denominations; Registration. The Company will deliver the Securities against payment of the Purchase Price in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co, as nominee for DTC. Interests in any Global Securities will be held in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Final Prospectus.

SECTION 3. Covenants of the Company. The Company covenants with each Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements of Rule 415 and will notify the Representatives promptly, (i) when any amendment to the Registration Statement shall have become effective, or any supplement to the Final Prospectus or any amended Final Prospectus shall have been filed, (ii) of any request by the Commission for any amendment to the Registration Statement (including, without limitation, any request for any amendment or supplement to the documents incorporated by reference therein) or any amendment or supplement to the Final Prospectus or for additional information and (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Final Prospectus or any Preliminary Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Company will timely effect the filings necessary pursuant to Rule 424(b) and will take such steps as it deems necessary to ascertain promptly whether the document transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such document.

The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof as soon as practicable.

(b) Filing of Amendments. The Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement or any amendment, revision or supplement (including the Preliminary Prospectus and the Final Prospectus) to the Base Prospectus, or any amendment, revision or supplement to the Final Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Representatives with copies of any such documents within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

(c) Final Term Sheet. The Company will prepare a final term sheet, containing solely a description of final terms of the Securities and the offering thereof, in the form approved by you and attached as Exhibit B hereto and to file such term sheet pursuant to Rule 433(d) within the time required by such Rule.

(d) Delivery of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of the Preliminary Prospectus, which Preliminary Prospectus shall be in electronic format, as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when a prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request.

(e) Continued Compliance with Securities Laws. The Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Disclosure Package and the Final Prospectus.

If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as the Underwriters may reasonably request.

If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or amend or supplement the Final Prospectus in order that the Final Prospectus as then supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it shall be

necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Final Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Final Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request.

(f) Rule 158. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

(g) Free Writing Prospectuses

(i)

(1)

The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 5(a) hereof, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a Free Writing Prospectus;

(2)

each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, other than one or more term sheets relating to the Securities containing customary information and conveyed to purchasers of Securities, it has not made and will not make any offer relating to the Securities that would constitute a Free Writing Prospectus; and

(3)

any such Free Writing Prospectus the use of which has been consented to by the Company and the Representatives (including the final term sheet prepared and filed pursuant to Section 3(c) hereof) is listed on Exhibit C hereto;

(ii) The Company has complied and will comply with the requirements of Rule 433 applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and

(iii) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Disclosure Package or the Final Prospectus or would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission;

provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein.

(h) Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Disclosure Package and the Final Prospectus under “Use of Proceeds.”

(i) Restriction on Sale of Securities. The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, any debt securities, or publicly announce an intention to effect any such transaction, for a period beginning on and including the date of the pricing of the Securities through and including the Closing Date; provided, however, that the Company may issue and sell Securities pursuant to this Agreement.

(j) Reporting Requirements. The Company, during the period when a prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

(k) Payment of Filing Fees. The Company will pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the 1933 Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act.

SECTION 4. Payment of Expenses.

(a) Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing, filing and delivery to the Underwriters of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them, (ii) the word processing, printing and delivery to the Underwriters of this Agreement, (iii) the preparation, authentication, issuance and delivery of the Securities to the Underwriters, including any transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the qualification of the Securities under securities laws of such jurisdictions as the Representatives may designate, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky survey and any supplements thereto, (vi) the preparation, printing and delivery to the Underwriters of copies of the Blue Sky survey and any supplements thereto, (vii) the fees and expenses of the Trustee under the Indenture and its agents and counsel in connection with the Securities or the Indenture, (viii) any

fees charged by securities rating agencies for rating the Securities, and (viii) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review, if any, by the FINRA of the terms of the sale of the Securities; provided, however, that, except as provided in this Section 4, each of the Underwriters will pay its own costs and expenses (including the fees of its counsel), transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers it may make.

(b) Termination of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) or (v) hereof, the Company shall reimburse the Underwriters severally through the Representatives for all of their out-of-pocket expenses approved in writing by the Representatives, including the reasonable fees and disbursements of one counsel for the Underwriters.

SECTION 5. Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained in this Agreement or in certificates of any officer of the Company or any Material Subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

(a) Effectiveness of Registration Statement. On the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or, to the knowledge of the Company, threatened by the Commission; no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act shall have been received; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. The Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the time period prescribed by such Rule, and the final term sheet contemplated by Section 3(c) hereto, and any other material required to be filed by the Company pursuant to Rule 433(d) under the 1933 Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and prior to the Closing Date, the Company shall have provided evidence satisfactory to the Representatives of such timely filings.

(b) Opinion of Counsel for Company. At the Closing Date, the Underwriters shall have received the favorable opinions, dated as of the Closing Date, of the General Counsel of the Company (“In-house Company Counsel”) and of Xxxxxxxx & Xxxxxxxx LLP (“Outside Company Counsel” and together with the In-house Company Counsel, each a “Company Counsel”) to the effect set forth in Exhibit E-1 and Exhibit E-2 hereto, respectively.

(c) Opinion of Counsel for Underwriters. At the Closing Date, the Underwriters shall have received the favorable opinion, dated as of the Closing Date, of Shearman & Sterling LLP, counsel for the Underwriters, in form and substance reasonably satisfactory to the Representatives.

(d) No Material Adverse Effect; Officers’ Certificate. At the Closing Date, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Disclosure Package and the Final Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) a Material Adverse Effect, and, on the Closing Date, the Representatives shall have received a certificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President or Senior Vice President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated as of the Closing Date, to the effect that (i) to their knowledge, there has been no Material Adverse Effect or any development involving a prospective Material Adverse Effect, (ii) the representations and warranties of the Company in this Agreement are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date, (iii) to their knowledge, the Company has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to their knowledge, are threatened by the Commission.

(e) Accountants’ Comfort Letter. At the date hereof, the Underwriters shall have received from KPMG LLP a letter, dated the date of this Agreement and in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of the Company contained in the Registration Statement, the Preliminary Prospectus or the Final Prospectus.

(f) Bring-down Comfort Letter. At the Closing Date, the Underwriters shall have received from KPMG LLP a letter, dated as of the Closing Date and in form and substance satisfactory to the Representatives, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection (e) of this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the Closing Date.

(g) Additional Documents. At the Closing Date, counsel for the Underwriters shall have been furnished with such documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, contained in this Agreement; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated and in connection with the other transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters.

(h) Termination of Agreement. If any condition specified in this Section 5 shall not have been fulfilled in all material respects when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time on or prior to the Closing Date and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof and except that Sections 6 and 7 hereof shall survive any such termination and remain in full force and effect.

SECTION 6. Indemnification.

(a) Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, agents and broker-dealer affiliates of each Underwriter, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever, as reasonably incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in the Base Prospectus, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the 1933 Act, or the information contained in the final term sheet required to be prepared and filed pursuant to Section 3(c) hereto, or any amendment or supplement thereto, or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and expense whatsoever, as reasonably incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(c) below) any such settlement is effected with the written consent of the Company; and

(iii) against any and all expense whatsoever, as reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above,

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through any Representative expressly for use in the Registration Statement (or any amendment thereto), or the Base Prospectus, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 3(c) hereto, or any amendment or supplement thereto, or that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee.

(b) Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed

the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or the Base Prospectus, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 3(c) hereto, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through any Representative expressly for use therein. The Company acknowledges that the statements set forth (i) in the last paragraph of the cover page regarding delivery of the Securities and, under the heading “Underwriting”, (ii) the list of Underwriters and their respective participation in the sale of the Securities, (iii) the names of the Underwriters on the cover pages and under the heading “Underwriting”, (iv) the sentences related to concessions and reallowances and (v) the paragraph related to stabilization, syndicate covering transactions and penalty bids in any Preliminary Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus.

(c) Actions Against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected by the indemnifying party to represent the indemnified parties in any action for which indemnification is sought; provided, however, that such counsel shall be reasonably satisfactory to the indemnified parties. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel separate from their own counsel in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

SECTION 7. Contribution. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and

expenses reasonably incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth on the cover of the Final Prospectus, bear to the aggregate initial public offering price of the Securities as set forth on such cover.

The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to

contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the number of Securities set forth opposite their respective names in Exhibit A hereto and not joint.

SECTION 8. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

SECTION 9. Termination of Agreement.

(a) Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time on or prior to the Closing Date (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Disclosure Package or the Final Prospectus, a Material Adverse Effect or any development involving a prospective Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by said exchange or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either United States Federal or New York authorities or (v) if there shall have occurred, since the time of execution of this Agreement, any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Section 3(a)(62) of the 0000 Xxx) or any public announcement that any such organization has under surveillance or review its ratings on any such debt securities (other than an announcement with positive implications of a possible upgrading of such rating, and no implication of a possible downgrading of such rating) or any announcement by any such organization that the Company has been placed on negative outlook.

(b) Liabilities. If this Agreement is terminated pursuant to this Section 9, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 6 and 7 hereof shall survive such termination and remain in full force and effect.

SECTION 10. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Date to purchase the Securities which it or they are obligated

to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

(i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or

(ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company.

No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this Agreement, the Representatives shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

SECTION 11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives at Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: General Counsel, RBS Securities Inc., 000 Xxxxxxxxxx Xxxx., Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: Debt Capital Markets and Xxxxx Fargo Securities, LLC, 000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Transaction Management, with a copy to Xxxxxxx X. Xxxxx, Xxxxxxxx & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; and notices to the Company shall be directed to it at Five Xxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx Xxxx, XX 00000, Attention of the Secretary.

SECTION 12. Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No

purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 13. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 14. Effect of Headings. The Section and Exhibit headings herein are for convenience only and shall not affect the construction hereof.

SECTION 15. Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:

“Agreement” or “Underwriting Agreement” means this Underwriting Agreement, dated February 26, 2013, among the Company and the Underwriters.

“Applicable Time” means 4:10 p.m. (Eastern time) on the date of this Agreement.

“Base Prospectus” means the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Applicable Time.

“Commission” means the United States Securities and Exchange Commission.

“Company Documents” means the Organizational Documents of the Company or a Material Subsidiary or the Subject Instruments.

“Disclosure Package” means (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Applicable Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Exhibit C hereto, and (iv) the final term sheet prepared and filed pursuant to Section 3(c) hereto, if any.

“XXXXX” means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.

“Effective Date” means each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or becomes effective.

“FCPA” means Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“FINRA” means the Financial Industry Regulatory Authority.

“Final Prospectus” means the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Applicable Time, together with the Base Prospectus.

“Free Writing Prospectus” means a free writing prospectus, as defined in Rule 405.

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433.

“GAAP” means generally accepted accounting principles in the United States.

“Lien” means any security interest, mortgage, pledge, lien, encumbrance, claim or equity.

“Material Subsidiaries” means those subsidiaries of the Company listed on Exhibit D hereto.

“NYSE” means the New York Stock Exchange.

“Organizational Documents” means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity.

“Preliminary Prospectus” means any preliminary prospectus supplement used in connection with the offering of the Securities that was used prior to the filing of the Final Prospectus, together with the Base Prospectus and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act.

“Registration Statement” means the Company’s registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.

“Repayment Event” means any event or condition which gives the holder of any bond, note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary of the Company.

“Rule 158”, “Rule 163”, “Rule 164”, “Rule 401”, “Rule 405”, “Rule 415” and “Rule 424”, “Rule 456”, “Rule 457”, “Rule 430B” and “Rule 433” refer to such rules under the 1933 Act.

“Subject Instruments” means the Company agreements listed in Exhibit F hereto.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended and the rules and regulations of the Commission promulgated thereunder.

“Well-Known Seasoned Issuer” means a well-known seasoned issuer, as defined in Rule 405.

“1933 Act” means the U.S. Securities Act of 1933, as amended.

“1933 Act Regulations” means the rules and regulations of the Commission under the 1933 Act.

“1934 Act” means the U.S. Securities Exchange Act of 1934, as amended.

“1934 Act Regulations” means the rules and regulations of the Commission under the 1934 Act.

“1940 Act” means the U.S. Investment Company Act of 1940, as amended.

All references to the Registration Statement, any Preliminary Prospectus, the Final Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX.

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any Preliminary Prospectus or the Final Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Final Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Final Prospectus shall be deemed to mean and include the filing of any document under the 1934 Act which is incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Final Prospectus, as the case may be.

SECTION 16. No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (b) the Underwriters are acting as principals and not as agents or fiduciaries of the Company and, (c) its engagement of the Underwriters in connection with the offering of the Securities is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

SECTION 17. Miscellaneous. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the

Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

[Signature Page Follows]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms.


Very truly yours,

CYTEC INDUSTRIES INC.

By:	/s/ Xxxxx X. Xxxxxxxx
	Name:	Xxxxx X. Xxxxxxxx
	Title:	Vice President and
		Chief Financial Officer

Cytec Industries Inc. Underwriting Agreement Signature Page

CONFIRMED AND ACCEPTED, as of the date first above written:


By: CITIGROUP GLOBAL MARKETS INC.

By:	/s/ Xxxxx X. Xxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxx
	Title:	Managing Director

By: RBS SECURITIES INC.

By:	/s/ Stew Xxxxxxx
	Name:	Stew Xxxxxxx
	Title:	Managing Director

By: XXXXX FARGO SECURITIES, LLC

By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Director

For themselves and as Representatives of the Underwriters named in Exhibit A hereto.

Cytec Industries Inc. Underwriting Agreement Signature Page

Exhibit A


Name of Underwriter	Principal Amount of 3.500% Senior Notes due 2023

Citigroup Global Markets Inc.	$	104,000,000
RBS Securities Inc.		104,000,000
Xxxxx Fargo Securities, LLC		104,000,000
Credit Agricole Securities (USA) Inc.		16,000,000
Scotia Capital (USA) Inc.		16,000,000
SMBC Nikko Capital Markets Limited		16,000,000
Mitsubishi UFJ Securities (USA), Inc.		16,000,000
PNC Capital Markets LLC		8,000,000
U.S. Bancorp Investments, Inc.		8,000,000
TD Securities (USA) LLC		8,000,000

Total	$	400,000,000

A-1

Exhibit B

Issuer Free Writing Prospectus

(Relating to the Preliminary Prospectus

Supplement dated February 26, 2013 and

the Prospectus dated February 26, 2013)

Filed Pursuant to Rule 433

Registration No. 333-186862

February 26, 2013

CYTEC INDUSTRIES INC.

Final Term Sheet for 3.500% Senior Notes due 2023


Issuer:		Cytec Industries Inc.

Securities Title:		3.500% Senior Notes due 2023

Principal Amount:		$400,000,000

Trade Date:		February 26, 2013

Settlement Date: (T+10)		March 12, 2013

Maturity Date:		April 1, 2023

Interest Payment Dates:		April 1 and October 1, commencing on October 1, 2013

Benchmark Treasury:		2.000% due February 15, 2023

Benchmark Treasury Price:		101–02

Benchmark Treasury Yield:		1.883%

Spread to Benchmark Treasury:		+170 basis points

Yield to Maturity:		3.583%

Coupon (Interest Rate):		3.500% per annum

Price to Public:		99.303%

Proceeds, before expenses, to Issuer:		$394,612,000

Redemption Provisions:		At any time before January 1, 2023 (the date that is three months prior to the stated maturity of the notes), the notes can be redeemed by the Company at a redemption price

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		equal to the greater of: (1) 100% of the principal amount of the notes to be so redeemed; and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed on that redemption date (not including any portion of any payments of interest accrued and unpaid to, but not including, the redemption date) discounted to the redemption date on a semiannual basis at the Treasury Rate (as defined in the prospectus supplement), as determined by a Reference Treasury Dealer (as defined in the prospectus supplement) selected by the Company, plus 30 basis points plus accrued and unpaid interest on the notes to, but not including, the redemption date; At any time on or after January 1, 2023 (the date that is three months prior the stated maturity of the notes), the notes can be redeemed by the Company at a redemption price equal to 100% of the principal amount of the notes to be so redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date.

CUSIP:		000000XX0

ISIN:		US232820AJ97

Expected Ratings:*		Baa2 (stable outlook) by Xxxxx’x Investors Service, Inc., BBB (stable outlook) by Standard & Poor’s Ratings Services

Joint Book-running Managers:		Citigroup Global Markets Inc. RBS Securities Inc. Xxxxx Fargo Securities, LLC

Senior Co-Managers:		Credit Agricole Securities (USA) Inc. Scotia Capital (USA) Inc. SMBC Nikko Capital Markets Limited Mitsubishi UFJ Securities (USA), Inc.

Co-Managers:		PNC Capital Markets LLC U.S. Bancorp Investments, Inc. TD Securities (USA) LLC

*	Note: A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll free at 1-800-831-9146, RBS Securities Inc. toll free at 0-000-000-0000 or Xxxxx Fargo Securities, LLC toll free at 0-000-000-0000.

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Exhibit C

Free Writing Prospectuses Included in the Disclosure Package

1)	The final term sheet prepared and filed pursuant to Section 3(c) of the Agreement in the form of Exhibit B to the Agreement.

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Exhibit D

MATERIAL SUBSIDIARIES

Cytec Global Holdings Inc.

Cytec Engineered Materials Inc.

Umeco Limited

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Exhibit E-1

FORM OF OPINION OF IN-HOUSE COMPANY COUNSEL

March 12, 2013

Citigroup Global Markets Inc.,

RBS Securities Inc.,

Xxxxx Fargo Securities, LLC,

As Representatives of the Several Underwriters,

c/o Citigroup Global Markets Inc.,

000 Xxxxxxxxx Xxxxxx,

Xxx Xxxx, Xxx Xxxx 00000.

Re: Cytec Industries Inc. (the “Corporation”)

Ladies and Gentlemen:

I am familiar with the sale by the Corporation of $400,000,000 aggregate principal amount of 3.500% Senior Notes due 2023 (the “Notes”) to the several underwriters pursuant to the underwriting agreement (the “Underwriting Agreement”), dated February 26, 2013, between the Corporation and Citigroup Global Markets Inc., RBS Securities Inc. and Xxxxx Fargo Securities, LLC, as Representatives of the several Underwriters named therein. Capitalized terms used herein without definition have the meanings specified in the Underwriting Agreement.

A Registration Statement on Form S-3 (File No. 333-186862) (the “Registration Statement”) was filed by the Corporation with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, and the rules and regulations promulgated thereunder, which registration statement became automatically effective upon filing. The prospectus, dated February 26, 2013 (the “Final Prospectus”), relating to the Notes was filed with the Commission in the manner and within the time period required by Rule 424(b). To my knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened.

I have examined originals, photocopies or conformed copies of all such records of the Corporation and its subsidiaries and all such agreements, certificates of public officials, certificates of officers and representatives of the Corporation and its subsidiaries and such other documents as I have deemed relevant and necessary as a basis for the opinions hereinafter expressed. In such examinations, I have assumed the genuineness of all signatures on original documents and the conformity to the originals of all copies submitted to me as conformed or photocopies. As to various questions of fact material to my opinion, I have relied upon representations, statements or certificates of officers and representatives of the Corporation and its subsidiaries and others.

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With respect to my legal opinion in paragraphs (1), (3) and the first sentence of (4), I have relied solely on certificates as set forth in Exhibit A. I believe that both you and I are justified in relying on such certificates. Based on the foregoing, it is my opinion that:

(1) The Corporation has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware.

(2) The Corporation has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Final Prospectus and to enter into and perform its obligations under the Underwriting Agreement.

(3) The Corporation is duly qualified as a foreign corporation to transact business and is in good standing in the State of New Jersey and each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except (solely in the case of jurisdictions other than the State of New Jersey) where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(4) Each of Cytec Global Holdings Inc. (“CGH”), Cytec Engineered Materials Inc. (“CEM”) and Umeco Limited (“Umeco”) (each a “Material Subsidiary”) has been duly organized and is validly existing as a corporation, in good standing under the laws of the State of Delaware as it relates to CGH and CEM and under the applicable laws of England and Wales, as it relates to Umeco, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Final Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. All of the issued and outstanding shares of capital stock of each Material Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable and are owned by the Corporation, directly or through subsidiaries, free and clear of any perfected security interest.

(5) All descriptions in the Registration Statement, the Disclosure Package and the Final Prospectus of any Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments or agreements required to be described or referred to in the Registration Statement, the Disclosure Package, the Final Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required.

(6) No waiver or consent under any Subject Instrument is necessary or required in connection with the due authorization, execution and delivery of the Underwriting Agreement or for the offering, issuance, sale or delivery of the Notes.

(7) The execution, delivery and performance of the Underwriting Agreement and the consummation of the transactions contemplated in the Underwriting Agreement, the Registration Statement, the Disclosure Package and the Final Prospectus (including the issuance

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and sale of the Notes and including and based on the use of proceeds from the sale of the Notes and described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Corporation with its obligations under the Underwriting Agreement do not, whether with or without the giving of notice or lapse of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any Lien upon any property or assets of the Corporation or any Material Subsidiary pursuant to, (x) any Subject Instrument or (y) Organizational Document, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, or defaults or Liens that would not have a Material Adverse Effect, nor will such action result in any violation of any judgment, order, writ or decree, known to us, of any government, government instrumentality or court having jurisdiction over the Corporation or any Material Subsidiary or any of their respective properties, assets or operations.

(8) Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Final Prospectus, there is not pending or, to my knowledge, threatened any action, suit, proceeding, inquiry or investigation to which the Corporation or any Subsidiary is subject, before or brought by any court or governmental agency or body which would reasonably be expected to result in a Material Adverse Effect or which would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in the Underwriting Agreement or the performance by the Corporation of its obligations thereunder.

I am admitted to practice in the State of New York and except with respect to my opinions in paragraphs (1), (3) and the first sentence of (4) above, do not express any opinion as to the laws of any jurisdiction other than the laws of the State of New York, the Delaware General Corporation Law and U.S. Federal securities laws.

Very truly yours,

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Exhibit A

Cytec Industries Inc.


Delaware		“Good Standing” certificate dated February 25, 2013

New Jersey		“Good Standing” certificate dated February 25, 2013

Cytec Engineered Materials Inc.


Delaware		“Good Standing” certificate dated February 25, 2013

Cytec Global Holdings Inc.


Delaware		“Good Standing” certificate dated February 25, 2013

Umeco Limited


United Kingdom		[The Companies Act 2006] certificate dated February 26, 2013

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March 12, 2013

Citigroup Global Markets Inc.,

RBS Securities Inc.,

Xxxxx Fargo Securities, LLC,

As Representatives of the Several Underwriters,

c/o Citigroup Global Markets Inc.,

000 Xxxxxxxxx Xxxxxx,

Xxx Xxxx, Xxx Xxxx 00000.

Re: Cytec Industries Inc. (the “Corporation”)

Ladies and Gentlemen:

A registration statement on Form S-3 relating to the Notes (File No. 333-186862) (the “Registration Statement”) was filed by the Corporation with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”), and the rules and regulations promulgated thereunder, which registration statement became automatically effective upon filing. The prospectus, dated February 26, 2013 (the “Final Prospectus”), relating to the Notes was filed with the Commission in the manner and within the time period required by Rule 424(b). To my knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened.

Although I do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the Final Prospectus (with the exception of opinion paragraph 5 of my opinion letter dated the date hereof), my work in connection with this matter did not disclose any information that gave me reason to believe that:

(1) the Registration Statement contained, as of the Applicable Time, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or

(2) the Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or

(3) as of the date hereof and the date of the Final Prospectus, that the Final Prospectus contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which

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they were made, not misleading, except in each case I make no statement and express no belief with respect to the financial statements, including the notes thereto and related schedules, and other financial data contained or incorporated by reference therein.

Very truly yours,

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Exhibit E-2

FORM OF OPINION OF OUTSIDE COMPANY COUNSEL

March 12, 2013

Citigroup Global Markets Inc.,

000 Xxxxxxxxx Xxxxxx,

Xxx Xxxx, Xxx Xxxx 00000.

RBS Securities Inc.,

000 Xxxxxxxxxx Xxxx.,

Xxxxxxxx, Xxxxxxxxxxx 00000.

Xxxxx Fargo Securities, LLC,

000 Xxxxx Xxxxx Xxxxxx,

Xxxxxxxxx, Xxxxx Xxxxxxxx 00000.

As Representatives of the several Underwriters

Ladies and Gentlemen:

In connection with the several purchases today by you and the other Underwriters named in Exhibit A to the Underwriting Agreement, dated February 26, 2013 (the “Underwriting Agreement”), between Cytec Industries Inc., a Delaware corporation (the “Company”), and you, as Representatives of the several Underwriters named therein (the “Underwriters”), of $400,000,000 principal amount of the Company’s 3.500% Senior Notes due 2023 (the “Securities”) issued pursuant to the Indenture, dated as of March 15, 1998, as amended by the First Supplemental Indenture, dated as of May 11, 1998, as amended further by the Second Supplemental Indenture, dated as of July 6, 2009, and as further amended by the Third Supplemental Indenture, dated as of the March 12, 2013 (together, the “Indenture”), between the Company and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, National Association, as successor to PNC Bank, National Association, as trustee (the “Trustee”), we, as special counsel for the Company, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is our opinion that:

(1) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware.

(2) The Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the Trust Indenture Act of 1939; the Securities have been duly authorized, executed, authenticated, issued and delivered; and the Indenture and the Securities constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,

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reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(3) The Underwriting Agreement has been duly authorized, executed and delivered by the Company.

(4) All regulatory consents, authorizations, approvals and filings required to be obtained or made by the Company under the Covered Laws for the execution and delivery by the Company of, and the performance by the Company of its obligations under, the Indenture and the Underwriting Agreement have been obtained or made.

(5) The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Indenture and the Underwriting Agreement will not violate any Covered Laws.

(6) The execution and delivery by the Company of the Indenture and the Underwriting Agreement do not, and the performance by the Company of its obligations under the Indenture and the Underwriting Agreement will not, (A) violate the Amended and Restated Certificate of Incorporation or Amended and Restated By-laws of the Company, in each case as in effect on the date hereof, or (B) result in a default under or breach or violation of the agreements listed on Annex A to this opinion; provided, however, that we are expressing no opinion in clause (B) as to compliance with any financial or accounting test, or any limitation or restriction expressed as a dollar amount, ratio or percentage in any of the agreements listed on Annex A.

(7) The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the prospectus supplement dated February 26, 2013, to the prospectus, dated February 26, 2013, would not be on the date hereof, an “investment company” as defined in the Investment Company Act of 1940.

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We are expressing no opinion in paragraphs (2), (4), (5) and (6) above, insofar as performance by the Company of its obligations under the Indenture and the Underwriting Agreement is concerned, as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights. Also, for purposes of the opinions in paragraphs (4) and (5) above, “Covered Laws” means the federal laws of the United States, the laws of the State of New York (including the published rules or regulations thereunder) and the General Corporation Law of the State of Delaware that in our experience normally are applicable to general business corporations and transactions such as those contemplated by the Indenture and the Underwriting Agreement; provided, however, that such term does not include Federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or any law that is applicable to the Company, the Indenture, the Underwriting Agreement or the transactions contemplated thereby solely as part of a regulatory regime applicable to the Company or its affiliates due to its or their status, business or assets.

The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We have relied as to certain matters upon information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Securities conform to the specimen thereof examined by us, that the Trustee’s certificate of authentication of the Securities has been manually signed by one of the Trustee’s authorized officers, and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.

Very truly yours,

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Annex A

1.	Indenture, dated as of March 15, 1998 between the Company and PNC Bank, National Association as Trustee.

2.	Supplemental Indenture, dated as of May 11, 1998 between the Company and PNC Bank National Association, as Trustee.

3.	Second Supplemental Indenture, dates as of July 6, 2009, between the Company and The Bank of New York Mellon, as Trustee.

4.	4.60% Senior Note due 2013.

5.	5.50% Senior Note due 2010.

6.	6.00% Senior Note due 2015.

7.	8.95% Senior Note due 2017.

Amended and restated five year credit agreement dated as of June 21, 2011 among the Company, the initial lenders named therein, Citibank, N.A. as administrative agent, The Royal Bank of Scotland PLC and Xxxxx Fargo Bank, National Association as syndication agents, Credit Agricole Corporate and Investment Bank, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFG, LTD as documentation agents and Citigroup Global Markets Inc, RBS Securities Inc. and Xxxxx Fargo Securities, LLC as joint lead arrangers and joint book managers.

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Xxxxx 00, 0000

Xxxxxxxxx Global Markets Inc.,

000 Xxxxxxxxx Xxxxxx,

Xxx Xxxx, Xxx Xxxx 00000.

RBS Securities Inc.,

000 Xxxxxxxxxx Xxxx.,

Xxxxxxxx, Xxxxxxxxxxx 00000.

Xxxxx Fargo Securities, LLC,

000 Xxxxx Xxxxx Xxxxxx,

Xxxxxxxxx, Xxxxx Xxxxxxxx 00000.

As Representatives of the several Underwriters

Ladies and Gentlemen:

This is with reference to the registration under the Securities Act of 1933 (the “Securities Act”) and offering of $400,000,000 principal amount of 3.500% Senior Notes due 2023 (the “Securities”) of Cytec Industries Inc. (the “Company”).

The Registration Statement relating to the Securities (File No. 333-186862) was filed on Form S-3 in accordance with procedures of the Securities and Exchange Commission (the “Commission”) permitting a delayed or continuous offering of securities pursuant thereto and, if appropriate, a post-effective amendment, documents incorporated by reference therein or prospectus supplement that provides information relating to the terms of the securities and the manner of their distribution. The Securities have been offered by the Prospectus, dated February 26, 2013 (the “Basic Prospectus”), as supplemented by the Prospectus Supplement, dated February 26, 2013 (the “Prospectus Supplement”), which updates or supplements certain information contained in the Basic Prospectus. The Basic Prospectus, as supplemented by the Prospectus Supplement, does not necessarily contain a current description of the Company’s business and affairs since, pursuant to Form S-3, it incorporates by reference certain documents filed with the Commission that contain information as of various dates.

As special counsel to the Company, we reviewed the Registration Statement, the Basic Prospectus, the Preliminary Prospectus Supplement, dated February 26, 2013 (the “Preliminary Prospectus Supplement”), the Final Term Sheet, dated February 26, 2013 (the “Final Term Sheet”) and filed pursuant to Rule 433 under the Securities Act (such Preliminary Prospectus Supplement and Final Term Sheet, taken together with the Basic Prospectus, being referred to herein as the “Pricing Disclosure Package”), and the Prospectus Supplement and participated in discussions with your representatives and those of the Company and its accountants. Between the date of the Prospectus Supplement and the time of delivery of this letter, we participated in further discussions with your representatives and those of the Company and its accountants concerning certain matters relating to the Company and reviewed certificates of certain officers of the Company, letters addressed to you from the Company’s accountants and an

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opinion addressed to you from the Company’s General Counsel. On the basis of the information that we gained in the course of the performance of the services referred to above, considered in the light of our understanding of the applicable law (including the requirements of Form S-3 and the character of prospectus contemplated thereby) and the experience we have gained through our practice under the Securities Act, we confirm to you that, in our opinion, the Registration Statement, as of the date of the Prospectus Supplement, and the Basic Prospectus, as supplemented by the Prospectus Supplement, as of the date of the Prospectus Supplement, appeared on their face to be appropriately responsive, in all material respects relevant to the offering of the Securities, to the requirements of the Securities Act, the Trust Indenture Act of 1939 and the applicable rules and regulations of the Commission thereunder. Also, we confirm to you that the statements contained under the caption “Description of Debt Securities We May Offer” in the Basic Prospectus and under the captions “Description of Notes” and “Underwriting” in the Prospectus Supplement, insofar as they relate to provisions of documents described therein and insofar as relevant to the offering of the Securities, constitute a fair and accurate summary of such provisions in all material respects.

Further, nothing that came to our attention in the course of such review has caused us to believe that, insofar as relevant to the offering of the Securities,

(a) the Registration Statement, as of the date of the Prospectus Supplement, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or

(b) the Pricing Disclosure Package, as of 4.10 p.m. Eastern time on February 26, 2013, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or

(c) the Basic Prospectus, as supplemented by the Prospectus Supplement, as of the date of the Prospectus Supplement, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

We also advise you that nothing that came to our attention in the course of the procedures described in the second sentence of the preceding paragraph has caused us to believe that the Basic Prospectus, as supplemented by the Prospectus Supplement, as of the time of delivery of this letter, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such, however, that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package or the Prospectus Supplement except to the extent specifically noted in the fourth sentence of the second preceding paragraph. Also, we do not express any opinion or belief as to the financial statements or other financial data contained in the Registration Statement, the Basic Prospectus, the Pricing

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Disclosure Package or the Prospectus Supplement, as to management’s report of its assessment of the effectiveness of the Company’s internal control over financial reporting or the auditors’ report as to the Company’s internal control over financial reporting, each as included in the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package or the Prospectus Supplement, or as to the statement of the eligibility of the Trustee under the Indenture under which the Securities are being issued.

This letter is furnished by us, as special counsel to the Company, to you, as Representatives of the several Underwriters, solely for the benefit of the several Underwriters in their capacity as such, and may not be relied upon by any other person. This letter may not be quoted, referred to or furnished to any purchaser or prospective purchaser of the Securities and may not be used in furtherance of any offer or sale of the Securities.

Very truly yours,

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Exhibit F

SUBJECT INSTRUMENTS

9.	Indenture, dated as of March 15, 1998 between the Company and PNC Bank, National Association as Trustee.

10.	Supplemental Indenture, dated as of May 11, 1998 between the Company and PNC Bank National Association, as Trustee.

11.	Second Supplemental Indenture, dated as of July 6, 2009, between the Company and The Bank of New York Mellon, as Trustee.

12.	4.60% Senior Note due 2013.

13.	5.50% Senior Note due 2010.

14.	6.00% Senior Note due 2015.

15.	8.95% Senior Note due 2017.

16.

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CYTEC INDUSTRIES INC. 3.500% Senior Notes due 2023 UNDERWRITING AGREEMENT

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