REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2008 • Solutia Inc • Chemicals & allied products
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of February 28, 2008 by and between Solutia Inc., a Delaware corporation (the “Company”), and Monsanto Company, a Delaware corporation (“Monsanto”).
LIMITED LIABILITY COMPANY AGREEMENT OF SFC LLC DATED AS OF February 28, 2008Limited Liability Company Agreement • March 5th, 2008 • Solutia Inc • Chemicals & allied products • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT dated as of February 28, 2008, (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by SFC LLC (the “Company”) and the undersigned Member. Certain terms used herein are defined in Appendix A attached hereto.
PHARMACIA INDEMNITY AGREEMENTIndemnification Agreement • March 5th, 2008 • Solutia Inc • Chemicals & allied products • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of February 28, 2008 (the “Effective Date”) by and among Solutia Inc., a Delaware corporation (“Solutia”), and Pharmacia Corporation, a Delaware corporation (“Pharmacia”). Unless otherwise defined herein, or the context otherwise requires, capitalized terms used herein and defined in the Settlement Agreement, dated February 28, 2008, by and among Solutia, Monsanto Company, a Delaware corporation, and SFC LLC, a Delaware limited liability corporation (the “Settlement Agreement”) shall be used herein as therein defined. For purposes of this Agreement only, the term “Indemnitee” shall mean the Pharmacia Indemnified Parties.
FIRST AMENDED & RESTATED RETIREE SETTLEMENT AGREEMENTRetiree Settlement Agreement • March 5th, 2008 • Solutia Inc • Chemicals & allied products
This first amended and restated retiree settlement agreement (this “Agreement”) presents the material terms of a settlement (the “Retiree Settlement”) among: (a) Solutia Inc. (“Solutia”) and its domestic subsidiaries (collectively with Solutia, the “Company”); (b) those retirees, including their surviving spouses, dependent spouses and dependent children, and those employees receiving disability benefits, who worked for Pharmacia Corporation (f/k/a Monsanto) or one of its domestic subsidiaries (“Pharmacia”) and who retired, or became disabled, prior to Solutia’s spin-off from Pharmacia in 1997, and whose post-employment benefit or disability liabilities were transferred to Solutia as a result of such spin-off (collectively, the “Pre-Spin Retirees”); (c) those retirees, including their surviving spouses, dependent spouses and dependent children, and those employees receiving disability benefits, who retired from Solutia or became disabled after Solutia’s spin-off from Pharmacia in 1997,
REGISTRATION RIGHTS AGREEMENT by and among SOLUTIA, INC. and THE HOLDERS SET FORTH HEREIN Dated as of November 19, 2007Registration Rights Agreement • March 5th, 2008 • Solutia Inc • Chemicals & allied products • New York
This Registration Rights Agreement (this “Agreement”), dated as of November 19, 2007, is made by and among (i) subject to the entry of the Agreement Order (as defined below), Solutia, Inc., a Delaware corporation (as debtor-in-possession and a reorganized debtor, as applicable, the “Company”), and (ii) the parties identified as “Backstop Investors” on the signature pages hereto and any parties identified on the signature pages of any Joinder Agreements (as defined below) executed and delivered pursuant to Section 12.3 hereto (each, including the Backstop Investors, a “Holder” and, collectively, the “Holders”).
AMENDED AND RESTATED SETTLEMENT AGREEMENT February 28, 2008 by and among Solutia Inc., Monsanto Company, and SFC LLCSettlement Agreement • March 5th, 2008 • Solutia Inc • Chemicals & allied products
This SETTLEMENT AGREEMENT (this “Agreement”) is made as of February 28, 2008 by and among Solutia Inc., a Delaware corporation (“Solutia”) Monsanto Company (“Monsanto”) and SFC LLC, a Delaware limited liability company directly and wholly owned by Solutia (“Funding Co”).
