Exhibit 4.9
-----------
SOLUTIA INC.
, dated as of __________________ (the
"Agreement") by and between Solutia Inc., a Delaware corporation (the
"Company"), JPMorgan Chase Bank, not individually but solely as Forward
Purchase Contract Agent (the "Forward Purchase Contract Agent") and as
attorney-in-fact of the Holders of Forward Purchase Contracts (as defined in
the Forward Purchase Contract Agreement (as defined herein)), and [ ] (the
"Remarketing Agent").
WHEREAS, the Company issued $100,000,000 (or up to $115,000,000 if
the Underwriters' over-allotment option was exercised in full) aggregate
stated amount of its Upper DECS (the "Upper DECS") under the Forward
Purchase Contract Agreement, dated as of February , 2002, by and between
the Forward Purchase Contract Agent and the Company (the "Forward Purchase
Contract Agreement"); and
WHEREAS, the notes forming a part of the Upper DECS (the "Notes")
have been pledged pursuant to the Pledge Agreement (the "Pledge Agreement"),
dated as of February , 2002, by and among the Company, Wachovia Bank, N.A.,
as collateral agent (the "Collateral Agent"), and the Forward Purchase
Contract Agent, to secure the Upper DECS Holders' obligations under the
related Forward Purchase Contracts on the Stock Purchase Date; and
WHEREAS, the Remarketing Agent will attempt on the Remarketing Date
to remarket all of (i) the Notes of Upper DECS Holders, other than the Notes
of Upper DECS Holders who elect not to participate in the remarketing, and
(ii) the Separate Notes of Holders who elect to participate in the
remarketing, pursuant respectively to the procedures set forth in Section
5.2(b) of the Forward Purchase Contract Agreement and Section 4.5(d) of the
Pledge Agreement (each of which Sections is incorporated herein by
reference); and
WHEREAS, in the event the remarketing on the Remarketing Date is
unsuccessful, the Remarketing Agent will remarket the Notes to be included
in the remarketing on each of the two Business Days immediately following
the Remarketing Date, and, if necessary, will attempt to remarket such Notes
on each of the three Business Days immediately preceding and, if
necessary, will further attempt to remarket such Notes on each of the three
Business Days immediately preceding the Stock Purchase Date; and
WHEREAS, in the event of a successful remarketing on the
Remarketing Date or any Subsequent Remarketing Date, as the case may be, the
applicable interest rate on the Notes included in such successful
remarketing will be reset on such Remarketing Date or Subsequent Remarketing
Date to the Reset Rate to be determined by the Remarketing Agent such that
the then current aggregate market value of the Notes will equal at least
100.5% of the Remarketing Value (as described in the Forward Purchase
Contract Agreement) as of such Remarketing Date or Subsequent Remarketing
Date, provided that in the determination of such Reset Rate, the Company
shall, if applicable, limit the Reset Rate to the maximum rate permitted by
applicable law; and
WHEREAS, the Company has requested [ ] to act as the Remarketing
Agent, and as such to perform the services described herein; and
WHEREAS, [ ] is willing to act as the Remarketing Agent and as such
to perform such duties on the terms and conditions expressly set forth
herein;
NOW, THEREFORE, for and in consideration of the covenants herein
made, and subject to the conditions herein set forth, the parties hereto
agree as follows:
Section 1. Definitions.
------------
Capitalized terms used and not defined in this Agreement, in the
recitals hereto or in the paragraph preceding such recitals shall have the
meanings assigned to them in the Forward Purchase Contract Agreement or, if
not therein defined, the Pledge Agreement.
Section 2. Appointment and Obligations of Remarketing Agent.
-------------------------------------------------
(a) The Company hereby appoints [ ] and [ ] hereby accepts such
appointment, (i) as the Remarketing Agent to determine, in consultation with
the Company, in the manner provided for herein and in the Notes, the Reset
Rate that, in the opinion of the Remarketing Agent, will, when applied to
the Notes (assuming, even if not true, that all of the Notes are included in
the remarketing), enable the then current aggregate market value of the
Notes to have a value equal to at least 100.5% of the Remarketing Value as
of the Remarketing Date or as of any Subsequent Remarketing Date, as the
case may be, provided that the Company, by notice to the Remarketing Agent
prior to (A) the tenth Business Day preceding the Remarketing Date, with
respect to any remarketing to occur on either the Remarketing Date or the
two Business Days immediately following such Remarketing Date, (B) the
thirteenth Business Day preceding with respect to any remarketing to occur
on any of the three Business Days immediately preceding , or (C) the
thirteenth Business Day preceding the Stock Purchase Date with respect to
any remarketing to occur on any of the three Business Days immediately
preceding the Stock Purchase Date, shall, if applicable, limit the Reset
Rate so that it does not exceed the maximum rate permitted by applicable
law, and (ii) as the exclusive Remarketing Agent (subject to the right of
such Remarketing Agent to appoint additional remarketing agents hereunder as
described below) to remarket the Notes to be included in the remarketing on
the Remarketing Date or any Subsequent Remarketing Date, as the case may be.
The Remarketing Agent shall have the right, on 15 Business Days' notice to
the Company, to appoint one or more additional remarketing agents so long as
any such additional remarketing agents shall be reasonably acceptable to the
Company. Upon any such appointment, the parties shall enter into an
appropriate amendment to this Agreement to reflect the addition of any such
remarketing agent.
(b) Subject to the terms and conditions set forth herein, the
Remarketing Agent shall use its reasonable efforts to (i) remarket on the
Remarketing Date the Notes that the Forward Purchase Contract Agent or the
Custodial Agent shall have notified the Remarketing Agent are to be
remarketed at a Reset Rate such that the then current aggregate market value
of the Notes is equal to at least 100.5% of the Remarketing Value, and (ii)
in the event the Remarketing Agent cannot establish such a Reset Rate on the
Remarketing Date, attempt to remarket such Notes on each of the two Business
Days immediately following the Remarketing Date and, if necessary, on each
of the three Business Days immediately preceding , and, if necessary, on
each of the three Business Days immediately preceding the Stock Purchase
Date, in each case at a Reset Rate such that the then current aggregate
market value of the Notes is equal to at least 100.5% of the Remarketing
Value, and (ii) in the event of a Last Failed Remarketing, promptly return
the Separate Notes, if any, included in such Last Failed Remarketing to the
Collateral Agent to be held by the Collateral Agent in accordance with
Section 4.5(b) of the Pledge Agreement (which Section is incorporated herein
by reference). After deducting the fee specified in Section 3 below, the
proceeds of any such remarketing shall be delivered to the Forward Purchase
Contract Agent or the Custodial Agent, as applicable, in accordance with
Section 4.5(a) of the Pledge Agreement (which Section is incorporated herein
by reference) and Section 5.2(b) of the Forward Purchase Contract Agreement
(which Section is incorporated herein by reference). The right of each
Holder of Upper DECS or Separate Notes to have Notes included in any
remarketing shall be subject to the conditions that (i) the Remarketing
Agent conducts a remarketing on the Remarketing Date or on any Subsequent
Remarketing Date, as the case may be, pursuant to the terms of this
Agreement, (ii) the Notes included in a remarketing have not been called for
redemption pursuant to the Forward Purchase Contract Agreement, (iii) the
Remarketing Agent is able to find a purchaser or purchasers for the Notes
included in a remarketing at a Reset Rate such that the then current
aggregate market value of the Notes is equal to at least 100.5% of the
Remarketing Value, and (iv) such purchaser or purchasers deliver the
purchase price therefor to the Remarketing Agent as and when required.
-2-
(c) It is understood and agreed that the Remarketing Agent shall not
have any obligation whatsoever to purchase any Notes, whether in a remarketing
held on the Remarketing Date or on any Subsequent Remarketing Date or
otherwise, and shall in no way be obligated to provide funds to make payment
upon tender of Notes for remarketing or to otherwise expend or risk its own
funds or incur or be exposed to financial liability in the performance of
its duties under this Agreement. The Company shall not be obligated in any
case to provide funds to make payment upon delivery of Notes for
remarketing.
Section 3. Fees.
-----
In the event of a successful remarketing, the Remarketing Agent
shall retain as a remarketing fee (the "Remarketing Fee") an amount not
exceeding 25 basis points (0.25%) of the total proceeds received in
connection with the remarketing. Payment of such Remarketing Fee shall be
made by the Company on the date of any such successful remarketing in
immediately available funds or, upon the instructions of the Remarketing
Agent, by certified or official bank check or checks or by wire transfer.
Section 4. Replacement and Resignation of Remarketing Agent.
-------------------------------------------------
(a) The Company may in its absolute discretion replace [ ] as the
Remarketing Agent by giving notice prior to 3:00 p.m., New York City time
(i) on the eleventh Business Day immediately prior to the Remarketing Date
in the case of a remarketing to occur on the Remarketing Date or any of the
two Business Days immediately following the Remarketing Date, (ii) the
fourteenth Business Day immediately prior to in the case of a remarketing
to occur on a Subsequent Remarketing Date immediately following a Failed
Remarketing on any of the two Business Days immediately following the
Remarketing Date, or (iii) the fourteenth Business Day immediately prior to
the Stock Purchase Date in the case of a remarketing to occur on any of the
three Business Days immediately prior to the Stock Purchase Date. Any such
replacement shall become effective upon the Company's appointment of a
successor to perform the services that would otherwise be performed
hereunder by the Remarketing Agent. Upon providing such notice, the Company
shall use all reasonable efforts to appoint such a successor and to enter
into a with such successor as soon as reasonably
practicable.
(b) [ ] may resign at any time and be discharged from its duties and
obligations hereunder as the Remarketing Agent by giving notice prior to
3:00 p.m., New York City time (i) on the eleventh Business Day immediately
prior to the Remarketing Date in the case of a remarketing to occur on the
Remarketing Date or any of the two Business Days immediately following the
Remarketing Date, (ii) the fourteenth Business Day immediately prior to in
the case of a remarketing to occur on a Subsequent Remarketing Date
immediately following a Failed Remarketing on any of the two Business Days
immediately following the Remarketing Date, or (iii) the fourteenth Business
Day immediately prior to the Stock Purchase Date in the case of a
remarketing to occur on any of the three Business Days immediately prior to
the Stock Purchase Date. Any such resignation shall become effective upon
the Company's appointment of a successor to perform the services that would
otherwise be performed hereunder by the Remarketing Agent. Upon receiving
notice from the Remarketing Agent that it wishes to resign hereunder, the
Company shall appoint such a successor and enter into a with it as soon as reasonably practicable.
(c) The Company shall give the Forward Purchase Contract Agent, the
Collateral Agent and the Trustee prompt written notice of any replacement of
the Remarketing Agent pursuant to this section.
Section 5. Dealing in the Securities.
--------------------------
The Remarketing Agent, when acting hereunder or when acting in its
individual or any other capacity, may, to the extent permitted by law, buy,
sell, hold or deal in any of the Notes, Stripped DECS, Upper DECS or any
other securities of the Company. With respect to any Notes, Stripped DECS,
Upper DECS or any other securities of the Company owned by it, the
Remarketing Agent may exercise any vote or join in any action with like
effect as if it did not act in any capacity hereunder. The Remarketing
Agent,
-3-
in its individual capacity, either as principal or agent, may also engage in
or have an interest in any financial or other transaction with the Company
as freely as if it did not act in any capacity hereunder.
The Company or its affiliates may, to the extent permitted by law,
purchase any Notes that are remarketed by the Remarketing Agent.
Section 6. Registration Statement and Prospectus.
--------------------------------------
(a) In connection with any remarketing to occur on the Remarketing
Date or any Subsequent Remarketing Date, if and to the extent required, in
the view of counsel (which need not be an opinion) for each of the
Remarketing Agent and the Company, by applicable law, regulations or
interpretations in effect at the time of the Remarketing Date or Subsequent
Remarketing Date, as the case may be, the Company (i) shall use its
reasonable efforts, if requested by the Remarketing Agent, (A) to have a
registration statement relating to the Notes effective under the Securities
Act of 1933 and (B) to furnish a current preliminary prospectus and, if
applicable, a current preliminary prospectus supplement (in such quantities
as the Remarketing Agent may reasonably request), to be used by the
Remarketing Agent in a remarketing hereunder, in each case by a date that is
no later than (x) seven Business Days prior to the Remarketing Date in the
case of a remarketing to occur on the Remarketing Date or on any of the two
Business Days immediately following the Remarketing Date, (y) ten Business
Days prior to in the case of a remarketing to occur on any of the three
Business Days prior to , or (z) ten Business Days prior to the Stock
Purchase Date in the case of a remarketing to occur on any of the three
Business Days immediately prior to the Stock Purchase Date (or in each such
case, at such earlier date as the Remarketing Agent may reasonably request),
and (ii) if requested by the Remarketing Agent, shall furnish a current
final prospectus and, if applicable, a final prospectus supplement, to be
used by the Remarketing Agent in the remarketing hereunder, by a date that
is no later than (x) five Business Days prior to the Remarketing Date in the
case of a remarketing to occur on the Remarketing Date or on any of the two
Business Days immediately following the Remarketing Date, (y) eight Business
Days prior to in the case of a remarketing to occur on any of the three
Business Days prior to , or (z) eight Business Days prior to the Stock
Purchase Date in the case of a remarketing to occur on any of the three
Business Days immediately prior to the Stock Purchase Date (or in each such
case, at such earlier date as the Remarketing Agent may reasonably request).
The Company shall pay all expenses relating thereto.
(b) If in connection with any remarketing, it shall not be possible,
in the view of counsel (which need not be an opinion) for each of the
Remarketing Agent and the Company, under applicable law, regulations or
interpretations in effect as of the Remarketing Date or Subsequent
Remarketing Date, as the case may be, to register the offer and sale by the
Remarketing Agent of the Notes under the Securities Act of 1933 as otherwise
contemplated by this Section 6, the Company (i) shall use its reasonable
efforts to take, or cause to be taken, all action and to do, or cause to be
done, all things necessary, proper and advisable to permit and effectuate
the offer and sale of the Notes in connection with any remarketing hereunder
without registration under the Securities Act of 1933 pursuant to an
exemption therefrom, if available, including the exemption afforded by Rule
144A promulgated under the Securities Act of 1933 by the Securities and
Exchange Commission, and (ii) if requested by the Remarketing Agent, shall
furnish a current preliminary remarketing memorandum and a current final
remarketing memorandum (in such quantities as the Remarketing Agent may
reasonably request) to be used by the Remarketing Agent in any remarketing
hereunder, in each case by a date that is not later than (A) seven Business
Days prior to the Remarketing Date, in the case of a remarketing to occur on
the Remarketing Date or on any of the two Business Days immediately
following the Remarketing Date, (B) ten Business Days prior to in the case
of a remarketing to occur on any of the three Business Days prior to , or
(C) ten Business Days prior to the Stock Purchase Date in the case of a
remarketing to occur on any of the three Business Days prior to the Stock
Purchase Date (or in either case such earlier date as the Remarketing Agent
may reasonably request). The Company shall pay all expenses relating
thereto.
-4-
(c) The Company shall also take all such actions as may (upon advice
of counsel to the Company or the Remarketing Agent) be necessary or desirable
under state securities or blue sky laws in connection with any remarketing.
Section 7. Conditions to the Remarketing Agent's Obligations.
--------------------------------------------------
The obligations of the Remarketing Agent under this Agreement shall be
subject to the terms and conditions hereof, including, without limitation,
the following conditions: (i) the Notes to be included in any remarketing
have not been called for redemption, (ii) the Remarketing Agent is able to
find a purchaser or purchasers for Notes included in any remarketing at a
price not less than 100.5% of the Remarketing Value, (iii) the Forward
Purchase Contract Agent, the Collateral Agent, the Custodial Agent, the
Securities Intermediary, the Company and the Trustee shall have performed
their respective obligations in connection with any remarketing hereunder
and pursuant to the Forward Purchase Contract Agreement, the Pledge
Agreement and the Indenture (including, without limitation, the Forward
Purchase Contract Agent's and the Custodial Agent's giving the Remarketing
Agent notice of the aggregate principal amount of the Notes to be
remarketed, no later than 10:00 a.m., New York City time, on the third
Business Day preceding the Remarketing Date and concurrently delivering the
Notes to be remarketed to the Remarketing Agent), (iv) no Event of Default
(as defined in the Indenture) shall have occurred and be continuing, (v) the
accuracy of the representations and warranties of the Company included in
this Agreement or in certificates of any officer of the Company or any of
its subsidiaries delivered pursuant to this Agreement, (vi) the performance
by the Company of its covenants and other obligations included herein, (vii)
the receipt of assurances, in form and substance reasonably satisfactory to
the Remarketing Agent, from each pension, profit-sharing or other employee
benefit plan as defined in Section 3 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), each individual retirement
account subject to Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code"), and each entity whose assets include plan assets under
Title I of ERISA, that the participation of such employee benefit plan,
individual retirement account or plan asset entity in the remarketing will
not constitute a prohibited transaction under ERISA or the Code or other
similar laws for which an exemption is not available and (viii) the
satisfaction of the other conditions set forth in this Agreement.
(a) If at any time during the term of this Agreement, any Event of
Default (as defined in the Indenture) or event that with the passage of time
or the giving of notice or both would become an Event of Default has
occurred and is continuing under the Indenture, then the obligations and
duties of the Remarketing Agent under this Agreement shall be suspended
until such default or event has been cured. The Company will promptly give
the Remarketing Agent notice of all such defaults and events of which the
Company is aware.
Section 8. Termination of .
-------------------------------------
This Agreement shall terminate as to any Remarketing Agent which is
replaced on the effective date of its replacement pursuant to Section 4(a)
hereof or pursuant to Section 4(b) hereof. Notwithstanding the foregoing,
the obligations set forth in Section 3 hereof shall survive and remain in
full force and effect until all amounts payable under Section 3 shall have
been paid in full; provided, however, that if any Remarketing Agent resigns,
then, with respect to such Remarketing Agent, the obligations set forth in
Section 3 hereof shall not survive the termination of this Agreement and no
fee shall be payable to such Remarketing Agent in such capacity. In
addition, each former Remarketing Agent shall be entitled to the rights and
benefits under Sections 9, 10 and 12(b) of this Agreement notwithstanding
the replacement or resignation of such Remarketing Agent or Termination of
this Agreement.
Section 9. Remarketing Agent's Performance; Duty of Care.
----------------------------------------------
The duties and obligations of the Remarketing Agent shall be
determined solely by the express provisions hereof. No implied covenants or
obligations of or against the Remarketing Agent shall be read into this
Agreement. In the absence of a final judicial determination of willful
misconduct, bad faith or gross negligence on the part of the Remarketing
Agent, the Remarketing Agent may conclusively rely upon any document
furnished to it which purports to conform to the requirements hereunder as
to the truth of the
-5-
statements expressed therein. The Remarketing Agent shall be protected in
acting upon any document or communication reasonably believed by it to be
signed, presented or made by the proper party or parties. The Remarketing
Agent shall not have any obligation to determine whether there is any
limitation under applicable law on the Reset Rate on the Notes or, if there
is any such limitation, the maximum permissible Reset Rate on the Notes, and
it shall rely solely upon timely written notice from the Company pursuant to
Section 2(a) hereof as to whether or not there is any such limitation and,
if so, the maximum permissible Reset Rate. The Remarketing Agent shall not
incur any liability under this Agreement to any beneficial owner or holder
of Notes, or other securities, either in its individual capacity or as
Remarketing Agent, as the case may be, for any action or failure to act in
connection with the remarketing of the Notes or otherwise in connection with
the transactions contemplated by this Agreement, except to the extent that
such liability has, by final judicial determination, resulted from the
willful misconduct, bad faith or gross negligence of the Remarketing Agent
or from its failure to fulfill its express obligations hereunder. The
provisions of this Section 9 shall survive any termination of this Agreement
and shall also continue to apply to every Remarketing Agent notwithstanding
its resignation or removal. The Remarketing Agent will act as the agent of
the Holders.
Section 10. Indemnification.
----------------
The Company agrees to indemnify the Remarketing Agent for, and to
hold it harmless from and against, any loss, liability or reasonable
out-of-pocket expense incurred without gross negligence, willful misconduct
or bad faith on its part, arising out of or in connection with the
acceptance or administration of its powers and duties under this Agreement,
including the reasonable out-of-pocket costs and expenses (including
reasonable fees and expenses of counsel) of defending itself against any
claim or liability in connection with the exercise or performance of such
powers and duties or collecting such amounts. The Remarketing Agent shall
promptly notify the Company of any third party claim which may give rise to
the indemnity hereunder and give the Company the opportunity to participate
in the defense of such claim with counsel reasonably satisfactory to the
indemnified party, and no such claim shall be settled without the written
consent of the Company, which consent shall not be unreasonably withheld.
Section 11. Governing Law.
--------------
This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without regard to principles of
conflicts of laws.
Section 12. Term of Agreement.
------------------
(a) Unless otherwise terminated in accordance with the provisions
hereof and except as otherwise provided herein, this Agreement shall remain
in full force and effect from the date hereof until the Business Day
immediately following the Remarketing Date or any Subsequent Remarketing
Date, as applicable, in the case of any successful remarketing held on any
such date. Anything herein to the contrary notwithstanding, the provisions
of the second and third sentences of Section 8 hereof and the provisions of
Sections 3, 9, 10 and 12(b) hereof shall survive any termination of this
Agreement and remain in full force and effect; provided, however, that if
any Remarketing Agent resigns, then, with respect to such Remarketing Agent,
the obligations set forth in Section 3 hereof shall not survive the
termination of this Agreement and no fee shall be payable to such
Remarketing Agent in such capacity.
(b) All representations and warranties included in this Agreement or
contained in certificates of officers of the Company submitted pursuant
hereto shall remain operative and in full force and effect, regardless of
any investigation made by or on behalf of the Remarketing Agent or any of
its controlling persons, or by or on behalf of the Company or the Forward
Purchase Contract Agent, and shall survive the termination of this
Agreement.
-6-
Section 13. Successors and Assigns.
-----------------------
The rights and obligations of the Company and the Forward Purchase
Contract Agent (both in its capacity as Forward Purchase Contract Agent and
as attorney-in-fact) hereunder may not be assigned or delegated to any other
person (except pursuant to sections 7.9, 7.10 and 7.11 and Article IX of the
Forward Purchase Contract Agreement) without the prior written consent of
the Remarketing Agent, which consent shall not be unreasonably withheld.
The rights and obligations of the Remarketing Agent hereunder may
not be assigned or delegated to any other person without the prior written
consent of the Company, except that the Remarketing Agent shall have the
right to appoint additional remarketing agents as provided herein. This
Agreement shall inure to the benefit of and be binding upon the Company, the
Forward Purchase Contract Agent and the Remarketing Agent and their
respective successors and permitted assigns. The terms "successors" and
"assigns" shall not include any purchaser of Notes merely because of such
purchase.
Section 14. Headings.
---------
Section headings have been inserted in this Agreement as a matter
of convenience of reference only, and such section headings are not a part
of this Agreement and will not be used in the interpretation of any
provision of this Agreement.
Section 15. Severability.
-------------
If any provision of this Agreement is invalid, inoperative or
unenforceable as applied in any particular case in any or all jurisdictions
because it conflicts with any provisions of any constitution, statute, rule
or public policy or for any other reason, then, to the extent permitted by
law, such circumstances shall not have the effect of rendering the provision
in question invalid, inoperative or unenforceable in any other case,
circumstances or jurisdiction, or of rendering any other provision or
provisions of this Agreement, as the case may be, invalid, inoperative or
unenforceable to any extent whatsoever.
Section 16. Counterparts.
-------------
This Agreement may be executed in counterparts, each of which shall
be regarded as an original and all of which shall constitute one and the
same document.
Section 17. Amendments.
-----------
This Agreement may be amended only by an instrument in writing
signed by the parties hereto.
Section 18. Notices.
--------
Unless otherwise specified, any notices, requests, consents or
other communications given or made hereunder shall be made in writing or
transmitted by any standard form of telecommunication, including telephone
or telecopy, and confirmed in writing. All written notices and confirmations
of notices by telecommunication shall be deemed to have been validly given
or made when delivered or mailed, registered or certified mail, return
receipt requested and postage prepaid. All such notices, requests, consents
or other communications shall be addressed as follows: if to the Company, to
Solutia Inc., 000 Xxxxxxxxx Xxxxxx Drive, X.X. Xxx 00000, Xx. Xxxxx,
Xxxxxxxx 00000-0000 (if by courier, 000 Xxxxxxxxx Xxxxxx Xxxxx, Xx. Xxxxx,
Xxxxxxxx 63141), telecopy number: 000-000-0000, Attention: Treasurer, with a
copy to the General Counsel; if to the Remarketing Agent, to [ ]; if to the
Collateral Agent, to Wachovia Bank, N.A., [address, telecopy number]; and if
to the Forward Purchase Contract Agent, to JPMorgan Chase Bank, 000 Xxxx
00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, telecopy number: , Attention:
Institutional Trust Services, or to such other address as any of the above
shall specify to the others in writing.
-7-
Section 19. Information.
------------
The Company agrees to furnish the Remarketing Agent with such
information and documents as the Remarketing Agent may reasonably request in
connection with the transactions contemplated by this ,
and if the remarketing is effected pursuant to a registration statement in
accordance with Section 6 hereof, make reasonably available to the
Remarketing Agent and any accountant, attorney or other advisor retained by
the Remarketing Agent such information that parties would customarily
require in connection with a due diligence investigation conducted in
accordance with applicable securities laws and cause the Company's officers,
directors, employees and accountants to participate in such discussions and
to supply all such information reasonably requested by the Remarketing Agent
and its advisors in connection with such investigation.
-8-
IN WITNESS WHEREOF, each of the Company, the Forward Purchase
Contract Agent and the Remarketing Agent has caused this Agreement to be
executed in its name and on its behalf by one of its duly authorized
signatories as of the date first above written.
SOLUTIA INC.
By:
------------------------------
Name:
Title:
----------------------------------
[Remarketing Agent]
By:
------------------------------
Name:
Title:
CONFIRMED AND ACCEPTED:
JPMORGAN CHASE BANK
not individually but solely as Forward Purchase Contract Agent and as
attorney-in-fact for the Holders of the Forward Purchase Contracts
By:
---------------------------
Name:
Title:
-9-
