0001193125-09-144498 Sample Contracts

CYTEC INDUSTRIES INC.
Underwriting Agreement • July 6th, 2009 • Cytec Industries Inc/De/ • Miscellaneous chemical products • New York

Cytec Industries Inc., a Delaware corporation (the “Company”), confirms its agreement with Citigroup Global Markets Inc. (“Citigroup”), Goldman, Sachs & Co. (“Goldman Sachs”) 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 and Goldman Sachs are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company of $250,000,000 aggregate principal amount of its 8.95% senior notes due 2017, 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 as further amended by the Second Supplemental Indenture, dated as of July 6, 2009, between the Company and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, Nation

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CYTEC INDUSTRIES INC., as Issuer and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, National Association, as successor to PNC Bank, National Association, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of July 6, 2009,...
Cytec Industries Inc/De/ • July 6th, 2009 • Miscellaneous chemical products • New York

SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of July 6, 2009, between Cytec Industries Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, as Trustee (the “Trustee”).

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