Solutia Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 16th, 2009 • Solutia Inc • Chemicals & allied products • New York
Solutia Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) $400,000,000 aggregate principal amount of its 8.75% Senior Notes due 2017 (the “Notes”). The respective principal amounts of the Notes to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Notes are to be issued under an indenture (the “Indenture”) to be dated as of October 15, 2009, by and among the Company, the guarantors party thereto listed on Schedule II hereto (the “Guarantors” and, together with the Company, the “Issuers”) and The Bank of New York Mellon Trust Company, as Trustee (the “Trustee”). The Company’s obligations under the Notes and the Indenture will be fully and unconditionally guaranteed, jointly and severally (the “Guarantees”), by each of the Guarantors; any reference herein to the Notes shall
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • October 16th, 2009 • Solutia Inc • Chemicals & allied products • New York
This AMENDED AND RESTATED INTERCREDITOR AGREEMENT is dated as of October 15, 2009 (as amended, restated, renewed, extended, supplemented or otherwise modified from time to time, this “Agreement”), and entered into by and among SOLUTIA INC., a Delaware corporation (the “Company”), each of the Company’s Subsidiaries party hereto from time to time and CITIBANK, N.A. (“Citi”), in its capacity as administrative agent for the holders of the Term Loan Obligations (as defined below) (together with its successors in such capacity, the “Term Loan Administrative Agent”), and as collateral agent for the holders of the Term Loan Obligations (together with its successors in such capacity, the “Term Loan Collateral Agent”), Citi, in its capacity as administrative agent for the holders of the Revolving Credit Obligations (as defined below) (together with its successors in such capacity, the “Revolving Credit Facility Administrative Agent”), and as collateral agent for the holders of the Revolving Cred
SOLUTIA INC., as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 8¾% SENIOR NOTES DUE 2017 FIRST SUPPLEMENTAL INDENTURE DATED AS OF October 15, 2009 TO THE INDENTURE DATED AS OF October...First Supplemental Indenture • October 16th, 2009 • Solutia Inc • Chemicals & allied products • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of October 15, 2009 (this “First Supplemental Indenture”), is by and between Solutia Inc., a Delaware corporation (such corporation and any successor as defined in the Base Indenture, the “Issuer”), the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (such institution and any successor as defined in the Base Indenture, the “Trustee”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 16th, 2009 • Solutia Inc • Chemicals & allied products • New York
FIRST AMENDMENT (this “Amendment”), dated as of October 15, 2009, to the Credit Agreement, dated as of February 28, 2008 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SOLUTIA INC., a Delaware corporation (“Borrower”), the lending institutions party thereto (the “Lenders”), CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other parties party thereto as agents. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 16th, 2009 • Solutia Inc • Chemicals & allied products • New York
SECOND AMENDMENT (this “Amendment”), dated as of October 15, 2009, to the Credit Agreement, dated as of February 28, 2008, as amended by that certain First Amendment to Credit Agreement dated as of May 29, 2009 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SOLUTIA INC., a Delaware corporation (the “U.S. Borrower”); SOLUTIA EUROPE SPRL/BVBA, a private limited liability company incorporated under Belgian law with registered office Chaussée de Boondael 6, 1050 Bruxelles, registered with the Crossroads Bank for Enterprises under number 0460.474.440, Commercial Court of Brussels (formerly known as Solutia Europe SA/NV, a limited liability company) (“Solutia Europe”); FLEXSYS SA/NV, a limited liability company incorporated under Belgian law (“société anonyme” / “naamloze vennootschap”), having its registered office at Boondaalsesteenweg 6, 1050 Brussels, Belgium and registered with the Crossroads Bank for Ent
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 16th, 2009 • Solutia Inc • Chemicals & allied products • New York
FIRST AMENDMENT (this “Amendment”), dated as of May 29, 2009, to the Credit Agreement, dated as of February 28, 2008 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SOLUTIA INC., a Delaware corporation (the “U.S. Borrower”); SOLUTIA EUROPE SPRL/BVBA, a private limited liability company incorporated under Belgian law with registered office Chaussée de Boondael 6, 1050 Bruxelles, registered with the Crossroads Bank for Enterprises under number 0460.474.440, Commercial Court of Brussels (formerly known as Solutia Europe SA/NV, a limited liability company) (“Solutia Europe”); FLEXSYS SA/NV, a Belgian limited liability company (“société anonyme” / “naamloze vennootschap”), having its registered office at Boondaalsesteenweg 6, 1050 Brussels, Belgium and registered with the Legal Entities Register (RPM/RPR Brussels) under enterprise number 454.045.419 (together with Solutia Europe, the “European Borrowers”, and
