PLEDGE AGREEMENT by SOLUTIA INC. and THE SUBSIDIARIES PARTY HERETO, as Pledgors, and CITIBANK, N.A., as Collateral Agent Dated as of February 28, 2008Pledge Agreement • March 4th, 2008 • Solutia Inc • Chemicals & allied products • New York
This instrument, the rights and obligations evidenced hereby, and the liens created hereunder, are subordinate in the manner and to the extent set forth in the Intercreditor Agreement, dated as of February 28, 2008, by and among SOLUTIA INC., a Delaware corporation (the “Company”), each of the Company’s Subsidiaries party thereto 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 in such Intercreditor Agreement), and as collateral agent for the holders of the Term Loan Obligations, Citi, in its capacity as administrative agent for the holders of the Revolving Credit Obligations (as defined in such Intercreditor Agreement), and as collateral agent for the holders of the Revolving Credit Obligations, as amended from time to time; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Intercreditor Agreement.
GUARANTEE AGREEMENTGuarantee Agreement • March 4th, 2008 • Solutia Inc • Chemicals & allied products • New York
GUARANTEE AGREEMENT (this “Agreement”) dated as of February 28, 2008, among each of the subsidiaries of SOLUTIA INC., a Delaware corporation (the “U.S. Borrower”), listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) in favor of CITIBANK, N.A., 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).
SECURITY AGREEMENT by SOLUTIA INC. and THE SUBSIDIARIES PARTY HERETO, as Grantors, and CITIBANK, N.A., as Collateral Agent Dated as of February 28, 2008Security Agreement • March 4th, 2008 • Solutia Inc • Chemicals & allied products • New York
This instrument, the rights and obligations evidenced hereby, and the liens created hereunder, are subordinate in the manner and to the extent set forth in the Intercreditor Agreement (the “Intercreditor Agreement”), dated as of February 28, 2008, by and among SOLUTIA INC., a Delaware corporation (the “Company”), each of the Company’s Subsidiaries party thereto from time to time and CITIBANK, N.A. (“Citi”), in its capacity as administrative agent for the holders of the Term Loan Obligations, and as collateral agent for the holders of the Term Loan Obligations, Citi, in its capacity as administrative agent for the holders of the Revolving Credit Obligations, and as collateral agent for the holders of the Revolving Credit Obligations, as amended from time to time; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Intercreditor Agreement.
CREDIT AGREEMENT Dated as of February 28, 2008 among SOLUTIA INC., as Borrower, THE LENDERS REFERRED TO HEREIN, CITIBANK, N.A., as Administrative Agent and as Collateral Agent, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, DEUTSCHE BANK...Credit Agreement • March 4th, 2008 • Solutia Inc • Chemicals & allied products • New York
CREDIT AGREEMENT (this “Agreement”) dated as of February 28, 2008, among SOLUTIA INC., a Delaware corporation (the “Borrower”); each of the Lenders (as defined in Section 1.01); CITIBANK, N.A. (“Citibank”), as administrative agent for the Lenders (together with its successors in such capacity, the “Administrative Agent”), and as collateral agent for the Secured Parties (together with its successors in such capacity, the “Collateral Agent”); GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as syndication agent (in such capacity, the “Syndication Agent”); DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as documentation agent (in such capacity, the “Documentation Agent”); and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), GSCP and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint lead arrangers and as joint bookrunners (collectively, in such capacities, the “Joint Lead Arrangers and Bookrunners”).
CREDIT AGREEMENT Dated as of February 28, 2008 among SOLUTIA INC., as Borrower, THE LENDERS REFERRED TO HEREIN, CITIBANK, N.A., as Administrative Agent, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as...Credit Agreement • March 4th, 2008 • Solutia Inc • Chemicals & allied products • New York
CREDIT AGREEMENT (this “Agreement”) dated as of February 28, 2008, among SOLUTIA INC., a Delaware corporation (the “Borrower”); each of the Lenders (as defined in Section 1.01); CITIBANK, N.A. (“Citibank”), as administrative agent for the Lenders (together with its successors in such capacity, the “Administrative Agent”); GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as syndication agent (in such capacity, the “Syndication Agent”); DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as documentation agent (in such capacity, the “Documentation Agent”); and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), GSCP and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint lead arrangers and as joint bookrunners (collectively, in such capacities, the “Joint Lead Arrangers and Bookrunners”).
CREDIT AGREEMENT Dated as of February 28, 2008 among SOLUTIA INC., as U.S. Borrower, SOLUTIA EUROPE SA/NV and FLEXSYS SA/NV, as European Borrowers, THE LENDERS REFERRED TO HEREIN, CITIBANK, N.A., as Administrative Agent and as Collateral Agent,...Credit Agreement • March 4th, 2008 • Solutia Inc • Chemicals & allied products • New York
CREDIT AGREEMENT (this “Agreement”) dated as of February 28, 2008, among SOLUTIA INC., a Delaware corporation (the “U.S. Borrower”); SOLUTIA EUROPE SA/NV, a 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, whose legal form will be converted from a S.A./N.V. (limited liability company) into a SPRL/BVBA (private limited liability company) (“Solutia Europe”); FLEXSYS SA/NV, a Belgian limited liability company (“société anonyme” / “naamloze vennootschap”), having its registered office at Woluwedal 24, bus 3, B-1932 Sint-Stevens-Woluwe, Belgium and registered with the Legal Entities Register (RPM/RPR Brussels) under enterprise number 454.045.419 (“Flexsys”; together with Solutia Europe, the “European Borrowers”, and each, a “European Borrower”; the European Borrowers, together with the U.S. Borrower, are the “Borr
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 4th, 2008 • Solutia Inc • Chemicals & allied products • New York
This INTERCREDITOR AGREEMENT is dated as of February 28, 2008 (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 Credit Obligations (toge
GUARANTEE AGREEMENTGuarantee Agreement • March 4th, 2008 • Solutia Inc • Chemicals & allied products • New York
GUARANTEE AGREEMENT (this “Agreement”) dated as of February 28, 2008, 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 CITIBANK, N.A., as administrative agent for the Lenders (as defined below) (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
WARRANT AGREEMENTWarrant Agreement • March 4th, 2008 • Solutia Inc • Chemicals & allied products • New York
If the foregoing calculation results in a negative number, then no Warrant Shares shall be issuable upon exercise of the Net Issuance Right by the applicable Holder.
