SECOND AMENDMENT
TO
JOINT VENTURE AGREEMENT
This SECOND AMENDMENT to JOINT VENTURE AGREEMENT (this
"Amendment") is entered into and effective as of February 9, 2000, by
and among Solutia Inc. ("Solutia"), and FMC Corporation ("FMC").
RECITALS:
--------
A. FMC and Solutia are parties to that certain Joint Venture
Agreement dated as of April 29, 1999, as amended by the First
Amendment to Joint Venture Agreement dated as of December 29, 1999
(as amended, the "JVA").
B. FMC and Solutia desire to amend the JVA on the terms and
conditions contained herein.
AMENDMENT
---------
Therefore, in consideration of the mutual agreements herein and other
sufficient consideration, the receipt of which is hereby acknowledged,
FMC and Solutia, intending to be legally bound, hereby amend the JVA as
follows:
1. DEFINITIONS. Capitalized terms used and not otherwise defined
herein have the meanings given them in the JVA.
2. AMENDMENT TO SECTION 17.3 OF THE JOINT VENTURE AGREEMENT.
The reference in Section 17.3 to "February 10, 2000" is deleted and
replaced with the following "March 31, 2000".
3. REPRESENTATIONS AND WARRANTIES. Each Party hereby represents and
warrants to the other Party as of the date hereof that (i) this
Amendment has been duly authorized by such Party's Board of Directors,
(ii) no consents are necessary from any third Person for such Party's
execution, delivery or performance of this Amendment which have not been
obtained, and (iii) this Amendment constitutes the legal, valid and
binding obligation of such Party enforceable against such Party in
accordance with its terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency or other laws related to creditors
rights generally or by the application of equity principles.
4. EFFECT OF AMENDMENT; REAFFIRMATION. The execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any
right, power or remedy of either Party under the JVA, nor constitute a
waiver of any provision of the JVA. Each reference in the JVA and in
this Amendment to "the JVA", "the Agreement", "hereunder", "hereof",
"herein", or words of like import, shall be read as referring to the JVA
as amended by this Amendment. Each Party hereby acknowledges and
confirms that except as expressly amended hereby, the JVA remains in
full force and effect.
5. GOVERNING LAW. This Amendment shall be governed by and construed
under the laws of the State of New York without giving effect to choice
or conflicts of law principles thereunder.
6. SECTION TITLES. The section titles in this Amendment are for
convenience of reference only and shall not be construed so as to modify
any provisions of this Amendment.
7. COUNTERPARTS; FACSIMILE TRANSMISSIONS. This Amendment may be
executed in one or more counterparts and on separate counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Signatures to this Amendment
may be given by facsimile or other electronic transmission, and such
signatures shall be fully binding on the party sending the same.
{REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS}
2
IN WITNESS WHEREOF, this Amendment has been duly executed as of
the date first above written.
SOLUTIA INC.
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Print Name: Xxxxxx Xxxxxx
--------------------------------
Title: V. P.
--------------------------------
FMC CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Print Name: Xxxxxx X. Xxxxxxx
--------------------------------
Title: V P
--------------------------------
3
