Exhibit 4.2
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE ("First Supplemental Indenture") dated
as of May 11, 1998, between CYTEC INDUSTRIES INC., a Delaware corporation (the
"Company"), and PNC BANK, NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States (the "Trustee").
RECITALS OF THE COMPANY
WHEREAS, an Indenture (the "Indenture") dated as of March 15, 1998, between
the Company and the Trustee provides for the issuance from to time of the
Company's debentures, notes, bonds or other evidences of indebtedness to be
issued in one or more series unlimited as to principal amount (the
"Securities"), which terms shall include any Securities issued under the
Indenture after the date hereof;
WHEREAS the Company proposes by this First Supplemental Indenture to
supplement and amend the Indenture to add an additional obligation of the
Trustee; and
WHEREAS the Company has requested that the Trustee execute and deliver this
First Supplemental Indenture and has certified that requirements necessary to
make this First Supplemental Indenture a valid instrument in accordance with its
terms have been satisfied, and that the execution and delivery of this First
Supplemental Indenture has been duly authorized in all respects.
NOW, THEREFORE, the Company and the Trustee hereby agree that the following
sections of this First Supplemental Indenture supplement and amend the Indenture
with respect to that series of Securities which consists of MandatOry Par Put
Remarketed Securities ("MOPPRS") due May 11, 2025.
SECTION 1.01. Article VII of the Indenture is hereby supplemented and amended,
solely with respect to that series of Securities which consists of MOPPRS, by
adding the following new SECTION 7.01(i):
"(i) When the Remarketing Dealer (as defined in the Remarketing
Agreement) gives notice to the Trustee
on the Notification Date (as defined in the Remarketing Agreement) of its
election to remarket the MOPPRS pursuant to Section 4(c) of the Remarketing
Agreement, dated as of May 11, 1998 (the "Remarketing Agreement"), between
the Company and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, the
Trustee shall give notice in the Company's name and at the Company's
expense on the Notification Date of such election (the "Company Notice") to
The Depository Trust Company and its successors and each holder of the
MOPPRS; provided that, in all cases, the text of such Company Notice shall
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be prepared by the Company and information regarding beneficial owners
shall be provided to the Trustee by the Company to the extent necessary to
comply with applicable law and to effect such notification."
IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed as of the date first written above.
CYTEC INDUSTRIES INC.,
by: /s/X. X. Xxxxxx
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Name: X. X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
Attest:
/s/Xxx Xxxxx
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Title:Assistant Secretary
PNC BANK, NATIONAL ASSOCIATION,
by: /s/X. Xxxxxxxxx - Xxxxxx
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Name: X. Xxxxxxxxx - Xxxxxx
Title: Vice President
Attest:
/s/Xxxxxxx Vikorin
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Title:
