Exhibit 99.8
COUNTERPART OF COLLATERAL AGENCY AGREEMENT
This COUNTERPART (this "COUNTERPART"), dated March, 2004,
is delivered pursuant to Clause 9.12 of the Collateral Agency Agreement
referred to below. The undersigned hereby agrees that this Counterpart may
be attached to the Collateral Agency Agreement, dated 11 February 2004 (as
it may be from time to time amended, modified or supplemented, the
"COLLATERAL AGENCY AGREEMENT"; capitalised terms used herein not otherwise
defined herein shall have the meanings ascribed therein), among Solutia
Europe SA/NV, the Subsidiary Guarantors named therein, KBC Bank NV, as
Collateral Agent, and the Noteholders party thereto. The undersigned, by
executing the delivering this Counterpart, shall be Subsidiary Guarantor
under the Collateral Agency Agreement for all purposes thereof, including
for purposes of Clause 2.1 (c) thereof, and shall be as fully a party to the
Collateral Agency Agreement as if such Subsidiary Guarantor were an original
signatory to the Collateral Agency Agreement.
IN WITNESS WHEREOF, the undersigned has caused this
Counterpart to be duly executed and delivered by its officer thereunto duly
authorised _______________________
CP FILMS VERTRIEBS GMBH
By: /s/ Xxxxxxx Xxxxxxxx
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Title: Attorney
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Address:
