Solutia Inc Sample Contracts

Solutia Inc – SECOND AMENDED AND RESTATED BYLAWS OF SOLUTIA INC. (July 2nd, 2012)
Solutia Inc – Eastman Announces its Wholly-Owned Subsidiary Solutia Inc.’s Redemption of Solutia’s 8-3/4% Senior Notes due 2017 and 7-7/8% Senior Notes due 2020 (July 2nd, 2012)

KINGSPORT, Tenn., July 2, 2012 – Eastman Chemical Company (“Eastman” NYSE:EMN) announced that Solutia Inc. (“Solutia”), which on July 2, 2012 became a wholly owned subsidiary of Eastman, will redeem all of Solutia’s outstanding 8-3/4% Senior Notes due 2017 (the “8-3/4% Notes”) and all of Solutia’s outstanding 7-7/8% Senior Notes due 2020 (the “7-7/8% Notes” and, together with the 8-3/4% Notes, the “Notes”). In connection with Eastman’s completion of its acquisition of Solutia, Solutia has irrevocably deposited amounts with the trustee with respect to the 8-3/4% Notes and the 7-7/8% Notes sufficient to fund the redemptions and to satisfy and discharge the Notes.

Solutia Inc – FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOLUTIA INC. (July 2nd, 2012)
Solutia Inc – Adoption of the merger agreement by Solutia stockholders satisfies one of the conditions to complete the acquisition of Solutia by Eastman. All regulatory closing conditions have been satisfied. The transaction remains subject to the satisfaction or waiver of a number of customary closing conditions as set forth in the merger agreement and discussed in detail in the definitive proxy statement filed with the U.S. Securities and Exchange Commission by Solutia on May 25, 2012. The transaction is expected to close during the week of July 2nd. (June 29th, 2012)

This communication may contain forward-looking statements, which can be identified by the use of words such as "believes," "expects," "may," "will," "intends," "plans," "estimates" or "anticipates," or other comparable terminology, or by discussions of strategy, plans or intentions.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, without limitation, statements regarding the proposed acquisition; prospective performance and opportunities of Solutia and the outlook for its business; the development and delivery of new products; the expected timing of the completion of the acquisition; the ability to complete the acquisition considering the various closing conditions; and any assumptions underlying any of the foregoing.  These statements are based on Solutia's management's current expectations and assumptions, including assumptions about the industries in which Solutia operates. Forward-looking statements

Solutia Inc – Solutia Mails Proxy Statement for Special Meeting of Stockholders to Vote on Proposed Eastman Transaction --Solutia and Eastman Receive Final Antitrust Approvals Required to Complete Transaction-- --Solutia and Eastman Expect to Close Transaction in First Week of July 2012-- (May 29th, 2012)

Under the terms of the merger agreement with Eastman, which was announced on January 27, 2012, Solutia stockholders will receive $22.00 in cash and 0.12 shares of Eastman common stock for each share of Solutia common stock as consideration in the merger.  The merger transaction is subject to the satisfaction or waiver of various closing conditions, including the approval of the merger agreement by Solutia stockholders.

Solutia Inc – February 14, 2012 12513 Arbour Knoll Place Re: Amendment to the Letter Severance Agreement Dear Paul: (April 30th, 2012)

You previously entered into an agreement with Solutia, Inc. (the “Company”) on February 25, 2009 (the “Agreement”) describing a modification to the severance benefits under the Executive Separation Pay Plan (the “Plan”) provided that your employment was terminated either involuntarily or as a result of a Change in Control as those terms are defined within the Plan.  The Company would like to amend the Agreement to clarify your severance benefits by deleting in its entirety the paragraph under the section titled “Termination as a result of a Change In Control” and replacing it with the following:

Solutia Inc – PHANTOM STOCK UNIT AWARD AGREEMENT (April 30th, 2012)

THIS PHANTOM STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware (the “Company”), and the Participant (the “Participant”).

Solutia Inc – EXECUTIVE SEPARATION PAY PLAN AND SUMMARY PLAN DESCRIPTION SOLUTIA INC. (February 24th, 2012)

Solutia Inc. (the “Company”) maintains this Executive Separation Pay Plan (the “Plan”) to provide the following severance benefits if you are involuntarily terminated through no fault of your own in the circumstances described below. This document serves as both the summary plan description (“SPD”) and the Plan document. The Plan is effective October 1, 2008, as amended and restated as of January 1, 2012.

Solutia Inc – AGREEMENT REGARDING THE SOLUTIA RETIREE WELFARE TRUST (February 24th, 2012)

This agreement (the “Agreement”), dated as of July 29, 2011, is by and between Solutia Inc. (“Solutia”) and the Retiree Liaison Committee appointed pursuant to the First Amended & Restated Retiree Settlement Agreement dated July 10, 2007 (the “Settlement Agreement”).  Capitalized terms not otherwise defined in this Agreement shall have the meanings given to them in the Settlement Agreement.

Solutia Inc – SUPPLEMENT NO. 1 TO SECURITY AGREEMENT (February 24th, 2012)

This SUPPLEMENT NO. 1 (this “Supplement”), dated as of December 28, 2011, to the Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), dated as of March 17, 2010, among SOLUTIA INC., a Delaware corporation (the “Borrower”), each Subsidiary of the Borrower listed on Schedule I thereto (collectively, together with each other Subsidiary that becomes a party thereto, the “Subsidiary Guarantors” and, together with Borrower, the “Grantors”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”) on behalf of the Secured Parties (as defined in the Credit Agreement referred to below).

Solutia Inc – FIRST AMENDMENT TO THE SOLUTIA 2008 RETIREE WELFARE PLAN (February 24th, 2012)

WHEREAS, Solutia Inc. (the “Company”) established the Solutia 2008 Retiree Welfare Plan (the “Plan”), generally effective as of February 28, 2008;

Solutia Inc – AMENDMENT NO. 1 TO 382 RIGHTS AGREEMENT (January 30th, 2012)

This Amendment No. 1 (this “Amendment”) is entered into as of January 26, 2012 and amends that 382 Rights Agreement, dated as of July 27, 2009 (the “Rights Agreement”), by and between Solutia Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Rights Agreement.

Solutia Inc – AMENDMENT NO. 1 TO 382 RIGHTS AGREEMENT (January 30th, 2012)

This Amendment No. 1 (this “Amendment”) is entered into as of January 26, 2012 and amends that 382 Rights Agreement, dated as of July 27, 2009 (the “Rights Agreement”), by and between Solutia Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Rights Agreement.

Solutia Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG SOLUTIA INC., EASTMAN CHEMICAL COMPANY AND EAGLE MERGER SUB CORPORATION DATED JANUARY 26, 2012 (January 30th, 2012)

AGREEMENT AND PLAN OF MERGER, dated January 26, 2012 (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”), by and among Solutia Inc., a Delaware corporation (the “Company”), Eastman Chemical Company, a Delaware corporation (“Parent”), Eagle Merger Sub Corporation, a Delaware corporation and indirect Subsidiary of Parent (“Merger Sub”).

Solutia Inc – KINGSPORT, Tenn. and ST. LOUIS, Mo. – Eastman Chemical Company (NYSE:EMN) and Solutia Inc. (NYSE:SOA) today announced that they have entered into a definitive agreement, under which Eastman will acquire Solutia, a global leader in performance materials and specialty chemicals. Under the terms of the agreement, Solutia stockholders will receive $22.00 in cash and 0.12 shares of Eastman common stock for each share of Solutia common stock. Based on yesterday’s closing prices, Solutia shareholders will receive cash and stock valued at $27.65 per Solutia common share, representing a premium of 42 p (January 27th, 2012)

This acquisition is also a significant step in Eastman’s strategy to extend its global presence in emerging markets. In particular, it should significantly accelerate Eastman’s growth efforts and offer excellent growth opportunities in Asia Pacific. By leveraging infrastructure in the region, Eastman expects to have a compound annual growth rate in Asia Pacific approaching 10 percent for the next several years.

Solutia Inc – SECURITIES TRANSFER AGREEMENT (October 28th, 2011)

This SECURITIES TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of August 4, 2011 by and among Solutia Inc., a Delaware corporation (the “Transferor”), Ascend Performance Materials Holdings Inc., a Delaware corporation (“Ascend”), APM Disc Holdings LLC, a Delaware limited liability company (“APM Disc”), and SK Titan Holdings LLC, a Delaware limited liability company (the “Principal Investor” or “Managing Member”, as the case may be).  Capitalized terms used herein and not otherwise defined herein shall have the meanings given thereto in the Securityholders Agreement (as defined below).

Solutia Inc – TENDER AND SUPPORT AGREEMENT (October 11th, 2011)

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 6, 2011, is entered into by and among SOLUTIA INC., a Delaware corporation (“Parent”), BACKBONE ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), SOUTHWALL TECHNOLOGIES INC., a Delaware corporation (the “Company”), and each of the stockholders of the Company set forth on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”).

Solutia Inc – TENDER AND SUPPORT AGREEMENT (October 11th, 2011)

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 6, 2011, is entered into by and among SOLUTIA INC., a Delaware corporation (“Parent”), BACKBONE ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), SOUTHWALL TECHNOLOGIES INC., a Delaware corporation (the “Company”), and each of the stockholders of the Company set forth on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”).

Solutia Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG SOLUTIA INC. BACKBONE ACQUISITION SUB, INC. AND SOUTHWALL TECHNOLOGIES INC. Dated as of October 6, 2011 (October 11th, 2011)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 6, 2011, is entered into by and among Solutia Inc., a Delaware corporation (“Parent”), Backbone Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Southwall Technologies Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and together as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.

Solutia Inc – Solutia Executives Enter into Planned Stock Sales Agreements (June 14th, 2011)

Under the terms of the variable forward sale contract, Mr. Quinn will deliver up to 95,000 shares of the Company’s common stock (or an agreed upon amount of cash) on June 7, 2013, the settlement date of the contract.  Mr. Quinn received a cash payment in the amount of $1,662,396 in exchange for assuming this obligation.  Mr. Quinn pledged 95,000 shares of the Company’s common stock to secure his obligation under the contract, but retained voting rights to the pledged shares until the settlement date.  The number of shares Mr. Quinn will deliver at the settlement date of the contract is subject to determination based on the Settlement Price, Floor Price and Threshold Price as defined under the contract, with the number not to exceed 95,000 shares.

Solutia Inc – Solutia Executives Enter into Planned Stock Sales Agreements (June 13th, 2011)

Under the terms of the variable forward sale contract, Mr. Quinn will deliver up to 95,000 shares of the Company’s common stock (or an agreed upon amount of cash) on June 7, 2013, the settlement date of the contract.  Mr. Quinn received a cash payment in the amount of $1,662,396 in exchange for assuming this obligation.  Mr. Quinn pledged 95,000 shares of the Company’s common stock to secure his obligation under the contract, but retained voting rights to the pledged shares until the settlement date.  The number of shares Mr. Quinn will deliver at the settlement date of the contract is subject to determination based on the Settlement Price, Floor Price and Threshold Price as defined under the contract, with the number not to exceed 95,000 shares.

Solutia Inc – PERFORMANCE STOCK AWARD AGREEMENT pursuant to the SOLUTIA INC. 2007 MANAGEMENT LONG-TERM INCENTIVE PLAN (May 3rd, 2011)

THIS PERFORMANCE STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware (the “Company”), and the Participant (the “Participant”), pursuant to the Solutia Inc. 2007 Management Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”).

Solutia Inc – RESTRICTED STOCK AWARD AGREEMENT pursuant to the SOLUTIA INC. 2007 MANAGEMENT LONG-TERM INCENTIVE PLAN (May 3rd, 2011)

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware (the “Company”), and the Participant (the “Participant”), pursuant to the Solutia Inc. 2007 Management Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”).

Solutia Inc – AMENDMENT NO. 1, dated as of March 3, 2011 (this “Amendment”), to the Credit Agreement dated as of March 17, 2010, among SOLUTIA, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), the Issuers and Swing Line Lender party thereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (the “Administrative Agent”) and as collateral agent (as amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not ot (March 9th, 2011)

CREDIT AGREEMENT (this “Agreement”) dated as of March 17, 2010,2010 (as amended on March 3, 2011, this “Agreement”), among SOLUTIA INC., a Delaware corporation (the “Borrower”); each of the Lenders (as defined in Section 1.01); DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as administrative agent for the Lenders (together with its successors in such capacity, the “Administrative Agent”), as collateral agent for the Secured Parties (together with its successors in such capacity, the “Collateral Agent”), as Swing Line Lender and as an Issuer; and CITIBANK, N.A., as an Issuer.

Solutia Inc – ADDITIONAL TERM-1 JOINDER AGREEMENT (March 9th, 2011)

Reference is made to the Credit Agreement dated as of March 17, 2010, among SOLUTIA INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), the Issuer and Swing Line Lender party thereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (the “Administrative Agent”) and as collateral agent (as amended, restated, modified and supplemented from time to time, the “Credit Agreement”). Capitalized terms used in this Joinder Agreement have the meanings set forth in the Credit Agreement unless specifically defined herein.

Solutia Inc – RESTRICTED STOCK AWARD AGREEMENT pursuant to the SOLUTIA INC. NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN (February 25th, 2011)

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Solutia Inc. Non-Employee Director Stock Compensation Plan as in effect and as amended from time to time (the “Plan”).

Solutia Inc – RESTRICTED STOCK UNIT AWARD AGREEMENT pursuant to the SOLUTIA INC. NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN (February 25th, 2011)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Solutia Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Solutia Inc. Non-Employee Director Stock Compensation Plan as in effect and as amended from time to time (the “Plan”).

Solutia Inc – SOLUTIA INC. ANNUAL INCENTIVE PLAN FIRST AMENDMENT (February 25th, 2011)

The purpose of the Solutia Inc. Annual Incentive Plan is to promote the interest of Solutia Inc. (the “Company”) and its shareholders by providing incentives to participants for positively influencing the Company’s business results. The Solutia Inc. Annual Incentive Plan is designed to motivate participants to attain the performance goals approved by the Executive Compensation and Development Committee of the Board of Directors or by another committee appointed by the Board while preserving for the benefit of the Company the federal income tax deduction for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended.

Solutia Inc – Contract (January 26th, 2011)

Basic and Diluted earnings per share from continuing operations of $.73; Adjusted diluted earnings per share of $1.57, up $.36 from the same period in 2009

Solutia Inc – Signature Page to Supplemental Indenture (July 28th, 2010)
Solutia Inc – 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 SUPPLEMENTAL INDENTURE DATED AS OF June 30, 2010 TO FIRST SUPPLEMENTAL INDENTURE DATED AS OF October 15, 2009 (July 28th, 2010)

This SUPPLEMENTAL INDENTURE, dated as of June 30, 2010 (this “Supplemental Indenture”), is by and among Solutia Inc., a Delaware corporation (such corporation and any successor as defined in the Base Indenture, the “Issuer”), the Guarantors party hereto (the “Guarantors”) 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”).

Solutia Inc – ARTICLE I DEFINITIONS (July 28th, 2010)

SECURITY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of March 17, 2010 among SOLUTIA INC., a Delaware corporation (the “Borrower”), each Subsidiary of the Borrower listed on Schedule I hereto (collectively, together with each Subsidiary that becomes a party hereto pursuant to Section 7.12 of this Agreement, the “Subsidiary Guarantors” and, together with the Borrower, the “Grantors”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

Solutia Inc – GUARANTEE AGREEMENT (July 28th, 2010)

GUARANTEE AGREEMENT (this “Agreement”) dated as of March 17, 2010, among each of the subsidiaries of SOLUTIA INC., a Delaware corporation (the “Borrower”), listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

Solutia Inc – CREDIT AGREEMENT Dated as of March 17, 2010 among SOLUTIA INC., as Borrower, THE LENDERS REFERRED TO HEREIN, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent, Collateral Agent, Swing Line Lender and Issuer, CITIBANK, N.A., HSBC SECURITIES (USA) INC., and JPMORGAN CHASE BANK, N.A. as Co- Syndication Agents, JEFFERIES FINANCE LLC, as Documentation Agent and DEUTSCHE BANK SECURITIES INC., JEFFERIES FINANCE LLC, HSBC SECURITIES (USA) INC., CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES INC. as Joint Lead Arrangers and as Joint Bookrunners (July 28th, 2010)

CREDIT AGREEMENT (this “Agreement”) dated as of March 17, 2010, among SOLUTIA INC., a Delaware corporation (the “Borrower”); each of the Lenders (as defined in Section 1.01); DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as administrative agent for the Lenders (together with its successors in such capacity, the “Administrative Agent”), as collateral agent for the Secured Parties (together with its successors in such capacity, the “Collateral Agent”), as Swing Line Lender and as an Issuer; and CITIBANK, N.A., as an Issuer.

Solutia Inc – Share Purchase Agreement between Etimex Holding GmbH Etimex Primary Packaging GmbH Solutia Inc. and Flexsys Verwaltungs- und Beteiligungsgesellschaft mbH dated 28 February 2010 regarding the sale and purchase of Etimex Solar GmbH (April 27th, 2010)