CITIBANK, N.A., as administrative agent under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). --------------------
Exhibit 10(p)
-------------
AMENDMENT XX. 0
XXXXXXXXX XX. 0 (this "Agreement") dated as of November 21, 2000
---------
among:
SOLUTIA INC., a Delaware corporation (the "Company");
-------
each of the lenders (the "Lenders") listed on the signature pages
-------
hereof; and
CITIBANK, N.A., as administrative agent under the Credit Agreement
referred to below (in such capacity, together with its successors in
such capacity, the "Administrative Agent").
--------------------
The Company, the Lenders, the Syndication Agent and the
Administrative Agent are parties to an Amended and Restated Five Year
Multi-Currency Credit Agreement dated as of November 23, 1999 (as from time
to time amended, the "Credit Agreement"). The Company has requested the
----------------
Lenders to amend the Credit Agreement in certain respects, and the Lenders
are willing to so amend the Credit Agreement, all on the terms and
conditions set forth herein. Accordingly, the parties hereto hereby agree as
follows:
Section 1. Definitions. Except as otherwise defined in this
-----------
Agreement, terms defined in the Credit Agreement are used herein as defined
therein.
Section 2. Amendment of Adjusted EBITDA Definition. Subject to the
---------------------------------------
Administrative Agent's receipt of this Agreement, duly executed by each of
the Company, the Majority Lenders and the Administrative Agent, but
effective as of the date hereof, the definition of "Adjusted EBITDA" in
Section 1.01 of the Credit Agreement is amended by restating the definition
thereof to read in its entirety as follows:
"Adjusted EBITDA" means, for any period, the sum, for the Company
---------------
and its Consolidated Subsidiaries (determined on a Consolidated basis
without duplication in accordance with GAAP), of the following: (a) net
income (calculated before taxes, Interest Expense, extraordinary and
unusual items and income or loss attributable to equity in Affiliates
(other than Affiliates that are Specified Joint Ventures or
Consolidated Subsidiaries)) for such period plus (b)depreciation and
amortization (to the extent deducted in determining net income) for
such period; provided that:
(1) charges taken (including cash charges in an aggregate
amount not exceeding $44,000,000) and reserves established by the
Company and its Consolidated Subsidiaries in connection with (x)
the Astaris LLC phosphate joint venture that the Company
established with FMC Corporation during 2000, (y) acquisitions and
(z) restructuring of existing operations (all on or prior to
December 31, 2000) in an aggregate amount not exceeding
$60,000,000 shall be added back to net income for such period (to
the extent such charges and reserves were deducted in determining
net income for such period); and
(2) charges taken (including cash charges in an aggregate
amount not exceeding $5,000,000) and reserves established by the
Company and its Consolidated Subsidiaries in connection with the
divestiture of the Solutia Acrilan business (all on or prior to
December 31, 2001) in an aggregate amount not exceeding
$35,000,000 shall be added
AMENDMENT NO. 1 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)
- 2 -
back to net income for such period (to the extent such charges and
reserves were deducted in determining net income for such period).
Section 3. Representations and Warranties. The Company hereby
------------------------------
represents and warrants to the Administrative Agent and the Lenders that:
(a) the representations and warranties contained in the Credit
Agreement (except the Excluded Representations) are correct on and as
of the date hereof, as though made on and as of such date (or, if any
such representation or warranty is expressly stated to have been made
as of a specific date, as of such specific date); and
(b) no event has occurred and is continuing that constitutes a
Default or an Event of Default.
Section 4. Miscellaneous. Except as herein provided, the Credit
-------------
Agreement shall remain unchanged and in full force and effect. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be governed by, and construed in accordance with, the law of
the State of New York.
[remainder of page intentionally blank]
AMENDMENT NO. 1 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)
- 3 -
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly authorized, as of
the date first above written.
SOLUTIA INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
and Chief Financial Officer
CITIBANK, N.A.,
as Administrative Agent
By:
-------------------------------------
Name:
Title:
AMENDMENT NO. 1 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)
- 3 -
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly authorized, as of
the date first above written.
SOLUTIA INC.
By:
-------------------------------------
Name:
Title:
CITIBANK, N.A.,
as Administrative Agent
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: XXXXXX X. XXXXXXXX
Title: Attorney-In-Fact
AMENDMENT NO. 1 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)
- 4 -
COMMITMENTS THE LENDERS
----------- -----------
$78,333,333.31 CITIBANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: XXXXXX X. XXXXXXXX
Title: ATTORNEY-IN-FACT
$125,000,000.00 BANK OF AMERICA, N.A.
By:
---------------------------------
Name:
Title:
$46,666,666.67 THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By:
---------------------------------
Name:
Title:
$46,666,666.67 THE CHASE MANHATTAN BANK
By: /s/
---------------------------------
Name:
Title:
$46,666,666.67 KBC BANK N.V.
By:
---------------------------------
Name:
Title:
AMENDMENT NO. 1 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)
- 4 -
COMMITMENTS THE LENDERS
----------- -----------
$78,333,333.31 CITIBANK, N.A.
By:
---------------------------------
Name:
Title:
$125,000,000.00 BANK OF AMERICA, N.A.
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: XXXXXX X. XXXX
Title: MANAGING DIRECTOR
$46,666,666.67 THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By:
---------------------------------
Name:
Title:
$46,666,666.67 THE CHASE MANHATTAN BANK
By:
---------------------------------
Name:
Title:
$46,666,666.67 KBC BANK N.V.
By:
---------------------------------
Name:
Title:
AMENDMENT NO. 1 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)
- 4 -
COMMITMENTS THE LENDERS
----------- -----------
$78,333,333.31 CITIBANK, N.A.
By:
---------------------------------
Name:
Title:
$125,000,000.00 BANK OF AMERICA, N.A.
By:
---------------------------------
Name:
Title:
$46,666,666.67 THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------------------
Name: XXXXXXX XXXXXXXXX
Title: DEPUTY GENERAL MANAGER
$46,666,666.67 THE CHASE MANHATTAN BANK
By:
---------------------------------
Name:
Title:
$46,666,666.67 KBC BANK N.V.
By:
---------------------------------
Name:
Title:
AMENDMENT NO. 1 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)
- 4 -
COMMITMENTS THE LENDERS
----------- -----------
$78,333,333.31 CITIBANK, N.A.
By:
---------------------------------
Name:
Title:
$125,000,000.00 BANK OF AMERICA, N.A.
By:
---------------------------------
Name:
Title:
$46,666,666.67 THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By:
---------------------------------
Name:
Title:
$46,666,666.67 THE CHASE MANHATTAN BANK
By: /s/ Xxxxxxxx Xxxxxxx, Xx.
---------------------------------
Name: XXXXXXXX XXXXXXX, XX.
Title: VICE PRESIDENT
$46,666,666.67 KBC BANK N.V.
By:
---------------------------------
Name:
Title:
AMENDMENT NO. 1 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)
- 5 -
$46,666,666.67 XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By:
---------------------------------
Name:
Title:
$46,666,666.67 THE NORTHERN TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: XXXXXX X. XXXXXXX
Title: SECOND VICE PRESIDENT
$46,666,666.67 ROYAL BANK OF CANADA
By:
---------------------------------
Name:
Title:
$46,666,666.67 WACHOVIA BANK, N.A.
By:
---------------------------------
Name:
Title:
$30,000,000.00 BANKBOSTON
By:
---------------------------------
Name:
Title:
AMENDMENT NO. 1 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)
- 5 -
$46,666,666.67 XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By:
---------------------------------
Name:
Title:
$46,666,666.67 THE NORTHERN TRUST COMPANY
By:
---------------------------------
Name:
Title:
$46,666,666.67 ROYAL BANK OF CANADA
By: /s/ Xxx X. Xxxxxx
---------------------------------
Name: XXX X. XXXXXX
Title: SENIOR MANAGER
$46,666,666.67 WACHOVIA BANK, N.A.
By: /s/
---------------------------------
Name:
Title:
$30,000,000.00 BANKBOSTON
By:
---------------------------------
Name:
Title:
AMENDMENT NO. 1 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)
- 5 -
$46,666,666.67 XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By:
---------------------------------
Name:
Title:
$46,666,666.67 THE NORTHERN TRUST COMPANY
By:
---------------------------------
Name:
Title:
$46,666,666.67 ROYAL BANK OF CANADA
By:
---------------------------------
Name:
Title:
$46,666,666.67 WACHOVIA BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: XXXXXX X. XXXXXXXX
Title: SENIOR VICE PRESIDENT
$30,000,000.00 BANKBOSTON
By:
---------------------------------
Name:
Title:
AMENDMENT NO. 1 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)
- 6 -
$30,000,000.00 BANK ONE, N.A., (MAIN OFFICE CHICAGO)
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------
Name: XXXXXXX X. XXXXXXXXXX
Title: MANAGING DIRECTOR
$30,000,000.00 CREDIT AGRICOLE INDOSUEZ
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
$30,000,000.00 HSBC BANK USA
By:
----------------------------------
Name:
Title:
$30,000,000.00 MELLON BANK, N.A.
By:
----------------------------------
Name:
Title:
$30,000,000.00 MERCANTILE BANK NATIONAL ASSOCIATION
By:
----------------------------------
Name:
Title:
AMENDMENT NO. 1 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)
- 6 -
$30,000,000.00 BANK ONE, N.A., MAIN OFFICE CHICAGO
By:
----------------------------------
Name:
Title:
$30,000,000.00 CREDIT AGRICOLE INDOSUEZ
By: /s/ Xxxx X. Xxxxxxx
----------------------------------
Name: XXXX X. XXXXXXX
Title: VICE PRESIDENT
SENIOR RELATIONSHIP MANAGER
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: XXXXXXX X. XXXXXXX
Title: VICE PRESIDENT
SR. RELATIONSHIP MANAGER
$30,000,000.00 HSBC BANK USA
By:
----------------------------------
Name:
Title:
$30,000,000.00 MELLON BANK, N.A.
By:
----------------------------------
Name:
Title:
$30,000,000.00 MERCANTILE BANK NATIONAL ASSOCIATION
By:
----------------------------------
Name:
Title:
AMENDMENT NO. 1 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)
- 6 -
$30,000,000.00 BANK ONE, N.A., MAIN OFFICE CHICAGO
By:
----------------------------------
Name:
Title:
$30,000,000.00 CREDIT AGRICOLE INDOSUEZ
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
$30,000,000.00 HSBC BANK USA
By: /s/ Xxxxxxxxxxx X. Xxxxx
----------------------------------
Name: XXXXXXXXXXX X. XXXXX
Title: OFFICER #9426, VP
$30,000,000.00 MELLON BANK, N.A.
By:
----------------------------------
Name:
Title:
$30,000,000.00 MERCANTILE BANK NATIONAL ASSOCIATION
By:
----------------------------------
Name:
Title:
AMENDMENT NO. 1 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)
- 6 -
$30,000,000.00 BANK ONE, N.A., MAIN OFFICE CHICAGO
By:
----------------------------------
Name:
Title:
$30,000,000.00 CREDIT AGRICOLE INDOSUEZ
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
$30,000,000.00 HSBC BANK USA
By:
----------------------------------
Name:
Title:
$30,000,000.00 MELLON BANK, N.A.
By: /s/ Xxxxxxx Xxxxxxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxxxxxx
Title: Lending Officer
$30,000,000.00 MERCANTILE BANK NATIONAL ASSOCIATION
By:
----------------------------------
Name:
Title:
AMENDMENT NO. 1 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)
- 6 -
$30,000,000.00 BANK ONE, N.A., MAIN OFFICE CHICAGO
By:
----------------------------------
Name:
Title:
$30,000,000.00 CREDIT AGRICOLE INDOSUEZ
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
$30,000,000.00 HSBC BANK USA
By:
----------------------------------
Name:
Title:
$30,000,000.00 MELLON BANK, N.A.
By:
----------------------------------
Name:
Title:
$30,000,000.00 MERCANTILE BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Name: XXXXXXX X. XXXXXX
Title: VICE PRESIDENT
AMENDMENT NO. 1 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)
- 7 -
$30,000,000.00 THE SANWA BANK, LIMITED
By:
---------------------------------
Name:
Title:
$30,000,000.00 SOCIETE GENERALE
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: XXXXXX X. XXXXXX
Title: DIRECTOR
$30,000,000.00 THE SUMITOMO BANK, LIMITED
By:
---------------------------------
Name:
Title:
AMENDMENT NO. 1 (SOLUTIA FIVE YEAR CREDIT AGREEMENT)
