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Exhibit D
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is dated as of September 29, 1998 and is
by and between Cytec Industries Inc., a Delaware corporation ("Cytec") and The
Xxxxxx Fund L. P., a California limited partnership ("Seller").
In consideration of the premises and the representations, warranties
and agreements herein contained, the parties hereto agree as follows:
Section 1. Cytec hereby purchases from Seller and Seller hereby sells
to Cytec 68,000 shares of common stock, par value $.01 per share (the "Shares"),
of The American Materials & Technologies Corporation ("AMTK") for $378,250 in
cash subject to the other party having satisfied its obligations in this Section
1.
(a) Seller will deliver the Shares to Cytec on or before
September 30, 1998 via DWAC transfer to Xxxxxxxxxx & Co.'s
account at the Depository Trust Company, Account 0571 for the
account of Cytec, account A69-0000000.
(b) Cytec will pay Seller $378,250 in cash by wire
transfer on October 1, 1998 to Seller's account identified
below:
Citibank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
ABA 000000000
For the benefit of Xxxxxxx Xxxxxx & Co., account
no. 00000000 for the account of The Xxxxxx Fund,
L.P., account no. 00000000.
(c) Seller will deliver to Cytec on or before October 1,
1998 an irrevocable proxy in the form of Exhibit A hereto to
vote the Shares at the Special Meeting of shareholders of AMTK
to be held on October 9, 1998 and at any adjournment thereof
(the "Special Meeting").
Section 2. Seller represents and warrants:
(a) that it owns the Shares represented by the Certificate
free and clear of all liens, claims or encumbrances and that
there are no voting trusts, voting agreements or similar
understandings applicable to such Shares other than as set
forth in this Agreement.
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(b) that it has the requisite power and authority to enter
into this Agreement and to carry out its obligations hereunder
and that the execution, delivery and performance of this
Agreement by Seller do not violate Seller's charter documents,
bylaws or any other agreement to which Seller is a party.
Section 3. Cytec represents and warrants that it has the requisite
power and authority to enter into this Agreement and to carry out its
obligations hereunder and that the execution, delivery and performance of this
Agreement by Cytec do not violate Cytec's charter documents, bylaws, or any
other agreement to which Cytec is a party.
In Witness Whereof, the parties hereto have executed this Agreement as
of the day and year first above written by their duly authorized officers.
CYTEC INDUSTRIES INC.
By /s/ X.X. Xxxxxxx
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X. X. Xxxxxxx, Treasurer
THE XXXXXX FUND L. P.
By /s/ Xxxxxx Xxxxxxxxx
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General Partner
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EXHIBIT A
IRREVOCABLE PROXY
(a) Seller hereby irrevocably grants to, and appoints, Cytec Industries
Inc. ("Cytec") and Xxxxx Xxxxxx, President and Chief Executive Officer of Cytec,
Xxxxxx X. Xxxxxxx, Vice President, General Counsel and Secretary of Cytec, and
Xxxxx X. Xxxxxx, Executive Vice President and Chief Financial Officer of Cytec,
in their respective capacities as officers of Cytec, and any individual who
shall hereafter succeed to any such office of Cytec, and each of them
individually, Seller's proxy and attorney-in-fact (with full power of
substitution), for and in the name , place and stead of Seller, to vote 68,000
shares of common stock par value $.01 per share of The American Materials &
Technologies Corp ("AMTK") beneficially owned by Seller (the "Shares"), or grant
a consent or approval in respect of such Shares in each case for which the
record date for such vote, consent or approval is prior to the date the sale of
Shares to Cytec is recorded on the transfer books of AMTK, including, but not
limited to a proxy to vote such Shares for approval and adoption of the
Agreement and Plan of Merger dated July 8, 1998, as amended, among Cytec, CAM
Acquisition Corp. and AMTK at the Special Meeting of shareholders of AMTK to be
held on October 9, 1998 and any adjournment thereof. The Shares were on August
31, 1998 held in a brokerage account at Xxxxxxx Xxxxxx & Co. (Acct No.66633011)
and Seller agrees to take all action necessary to cause Xxxxxxx Xxxxxx & Co. to
effect the terms of this irrevocable proxy.
(b) Seller represents and warrants to Cytec that any proxies heretofore
given in respect of the Shares are not irrevocable and are hereby revoked.
(c) Seller hereby affirms that the irrevocable proxy set forth herein
is given in connection with the sale and purchase of the Shares. Seller hereby
further affirms that this irrevocable proxy is coupled with an interest and may
under no circumstances be revoked. Seller hereby ratifies and confirms all that
such irrevocable proxy may lawfully do or cause to be done by virtue hereof.
Such irrevocable proxy is executed and intended to be irrevocable in accordance
with the provisions of Section 212(e) of the Delaware General Corporation law.
THE XXXXXX FUND L. P.
By
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General Partner
