EXHIBIT 4.3
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE, dated as of July 25, 2002 among Solutia Inc.,
a Delaware corporation ("SOLUTIA"), SOI Funding Corp., a Delaware corporation
("SOI FUNDING"), the Subsidiary Guarantors signatory hereto (the "SUBSIDIARY
GUARANTORS") and HSBC Bank USA, as trustee under the Indenture referred to below
(the "TRUSTEE").
W I T N E S S E T H :
WHEREAS, SOI Funding and the Trustee heretofore executed and delivered
an Indenture, dated as of July 9, 2002 (as heretofore amended and supplemented,
the "INDENTURE"), providing for the issuance of the 11.25% Senior Secured Notes
due 2009 of SOI Funding (the "SECURITIES") (capitalized terms used herein but
not otherwise defined have the meanings ascribed thereto in the Indenture);
WHEREAS, Article V of the Indenture provides that upon the execution
and delivery by Solutia to the Trustee of this Supplemental Indenture, Solutia
shall be the successor Company under the Indenture and the Securities and shall
succeed to, and be substituted for, and may exercise every right and power of,
SOI Funding under the Indenture and the Securities and SOI Funding shall be
discharged from all obligations and covenants under the Indenture and the
Securities;
WHEREAS, Section 8.01(b) of the Indenture provides that SOI Funding
and the Trustee may amend the Indenture and the Securities without notice to or
consent of any Holders of the Securities by entering into a supplemental
indenture in order to provide for the assumption by Solutia of its obligations
under the Indenture or any Security Document; and
WHEREAS, this Supplemental Indenture has been duly authorized by all
necessary corporate action on the part of each of Solutia, SOI Funding and the
Subsidiary Guarantors.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt of which is hereby acknowledged,
Solutia, SOI Funding and the Trustee mutually covenant and agree for the equal
and ratable benefit of the Holders as follows:
ARTICLE I
ASSUMPTION BY SUCCESSOR COMPANY
Section 1.1. ASSUMPTION OF THE SECURITIES. Solutia hereby expressly
assumes and agrees promptly to pay, perform and discharge when due each and
every debt (including accrued original issue discount on such debts, if any),
obligation, covenant and agreement incurred, made or to be paid, performed or
discharged by SOI Funding under the Indenture and the Securities.
Solutia hereby agrees to be bound by all the terms, provisions and
conditions of the Indenture and the Securities and that it shall be the
successor Company and shall succeed to, and be substituted for, and may exercise
every right and power of, SOI Funding, as the predecessor Company, under the
Indenture and the Securities, all to the extent provided in and in accordance
with the terms and conditions of, the Indenture.
Section 1.2. DISCHARGE OF SOI FUNDING. SOI Funding is hereby
expressly discharged from all debts, obligations, covenants and agreements under
or relating to the Indenture and the Securities.
Section 1.3. TRUSTEE'S ACCEPTANCE. The Trustee hereby accepts this
Supplemental Indenture and agrees to perform the same under the terms and
conditions set forth in the Indenture.
ARTICLE II
MISCELLANEOUS
Section 2.1. EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution and
delivery of this Supplemental Indenture by Solutia, SOI Funding, the Subsidiary
Guarantors and the Trustee, the Indenture shall be supplemented in accordance
herewith, and this Supplemental Indenture shall form a part of the Indenture for
all purposes, and every Holder of Securities heretofore or hereafter
authenticated and delivered under the Indenture shall be bound thereby.
Notwithstanding any other provision of this Supplemental Indenture, this
Supplemental Indenture shall not be deemed to be effective unless and until the
Securities Intermediary (as defined in the Escrow Agreement) releases the
Solutia Amount (as defined in the Escrow Agreement) out of the Escrow Funds to
Solutia (or its designee) pursuant to Section 3(a) of the Escrow Agreement. In
the event that the Securities Intermediary does not so release the Solutia
Amount, this Supplemental Indenture shall automatically terminate and never take
force or effect.
Section 2.2. INDENTURE REMAINS IN FULL FORCE AND EFFECT. Except as
supplemented hereby, all provisions in the Indenture shall remain in full force
and effect.
Section 2.3. INDENTURE AND SUPPLEMENTAL INDENTURE CONSTRUED TOGETHER.
This Supplemental Indenture is an indenture supplemental to and in
implementation of the
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Indenture, and the Indenture and this Supplemental Indenture shall henceforth be
read and construed together.
Section 2.4. CONFIRMATION AND PRESERVATION OF INDENTURE. The
Indenture as supplemented by this Supplemental Indenture is in all respects
confirmed and preserved.
Section 2.5. CONFLICT WITH TRUST INDENTURE ACT. If any provision of
this Supplemental Indenture limits, qualifies or conflicts with any provision of
the TIA that is required or deemed under the TIA to be part of and govern any
provision of this Supplemental Indenture, such provision of the TIA shall
control. If any provision of this Supplemental Indenture modifies or excludes
any provision of the TIA that may be so modified or excluded, the provision of
the TIA shall be deemed to apply to the Indenture as so modified or to be
excluded by this Supplemental Indenture, as the case may be.
Section 2.6. SEVERABILITY. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
Section 2.7. BENEFITS OF SUPPLEMENTAL INDENTURE. Nothing in this
Supplemental Indenture or the Securities, express or implied, shall give to any
Person, other than the parties hereto and thereto and their successors hereunder
and thereunder and the Holders of the Securities, any benefit of any legal or
equitable right, remedy or claim under the Indenture, this Supplemental
Indenture or the Securities.
Section 2.8. SUCCESSORS. All agreements of Solutia in this
Supplemental Indenture shall bind its successors. All agreements of the Trustee
in this Supplemental Indenture shall bind its successors.
Section 2.9. CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE. In
entering into this Supplemental Indenture, the Trustee shall be entitled to the
benefit of every provision of the Indenture and the Securities relating to the
conduct or affecting the liability or affording protection to the Trustee,
whether or not elsewhere herein so provided.
Section 2.10. GOVERNING LAW. This Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New York
but without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be
required thereby.
Section 2.11. MULTIPLE ORIGINALS. The parties may sign any number of
copies of this Supplemental Indenture, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
Section 2.12. HEADINGS. The Article and Section headings herein are
inserted for convenience of reference only, are not intended to be considered a
part hereof and shall not modify or restrict any of the terms or provisions
hereof.
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Section 2.13. THE TRUSTEE. The Trustee shall not be responsible in any
manner for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
are made by Solutia and SOI Funding.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first written above.
SOLUTIA INC.
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: X.X. Xxxxxx
Title: Vice President and Treasurer
CPFILMS INC.
By: /s/ X.X. Xxxxxxxxx
-----------------------------------------
Name: X.X. Xxxxxxxxx
Title: Secretary
MONCHEM, INC.
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: X.X. Xxxxxx
Title: President
MONCHEM INTERNATIONAL, INC.
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: X.X. Xxxxxx
Title: President
SOLUTIA SYSTEMS, INC.
By: /s/ Xxxxx Xxxxxx
-----------------------------------------
Name: X.X. Xxxxxx
Title: President
SOI FUNDING CORP.
By: /s/ Xxxxxx Xxxxxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
HSBC BANK USA,
as Trustee
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
