exhibit_10-3.htm


    
      

    

    


    EXHIBIT
10.3

    


     

    FIRST
AMENDMENT TO CREDIT AGREEMENT

    


    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.

     

    RECITALS

     

    A.           Borrower,
the Administrative Agent, the Lenders and other parties thereto are party to the
Credit Agreement.

     

    B.           Borrower
has requested that certain amendments be made to the Credit Agreement as set
forth herein.

     

    C.           The
Lenders signatory to an acknowledgement and consent in the form attached hereto
as Annex A (a “Lender
Consent Letter”) and the Administrative Agent have consented to this
Amendment on the terms and subject to the conditions set forth
herein.

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

     

    1. Amendments to Credit
Agreement.  As of the First Amendment Effective Date (as
defined below) and subject to the satisfaction of the conditions set forth in
Section 2 hereof, the Credit Agreement shall be amended as set forth
below:

     

    (a) Amendments to Section 1.01 –
Defined Terms.  Section 1.01 of the Credit Agreement is hereby
amended by adding the following definitions to Section 1.01, which shall be
inserted in the proper alphabetical order.

     

    “Acceptable Discount”
has the meaning assigned to such term in Section 9.04(b)(ii)(B).

     

    “Acceptance Date” has
the meaning assigned to such term in Section 9.04(b)(ii)(A).

     

    “Alternate First Lien
Collateral” has the meaning assigned to such term in Section
6.02(xxxi).

     

    “Applicable Discount”
has the meaning assigned to such term in Section 9.04(b)(ii)(B).

     

    “Discount Range” has
the meaning assigned to such term in Section 9.04(b)(ii)(A).

     

    “FAS 5” means the
Statement of Financial Accounting Standards No. 5 of The Financial Accounting
Standards Board.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    “First Amendment”
means that certain First Amendment to Credit Agreement dated as of October 15,
2009.

     

    “First Amendment Effective
Date” means October 15, 2009.

     

    “First Lien
Obligations” means the Obligations and the Permitted Other Debt
Obligations (other than any Permitted Other Debt Obligations that are unsecured
or secured by a Lien ranking junior to the Lien securing the Obligations),
collectively.

     

    “Lender Participation
Notice” has the meaning assigned to such term in Section
9.04(b)(ii)(B).

     

    “Offered Loans” has
the meaning assigned to such term in Section 9.04(b)(ii)(B).

     

    “Permitted Loan
Purchase” has the meaning assigned to such term in Section
9.04(b)(ii)(A).

     

    “Permitted Loan Purchase
Amount” has the meaning assigned to such term in Section
9.04(b)(ii)(A).

     

    “Permitted Loan Purchase
Notice” has the meaning assigned to such term in Section
9.04(b)(ii)(C).

     

    “Permitted Other Debt”
shall mean senior secured or unsecured notes or loans (which in either case, if
secured, may either have the same lien priority as the Obligations or may be
secured by a Lien ranking junior to the Lien securing the Obligations), in
either case issued by the Borrower or a Subsidiary Guarantor, (a) the terms of
which do not provide for any scheduled repayment, mandatory redemption,
mandatory prepayment or sinking fund obligations prior to, at the time of
incurrence, the Maturity Date (other than customary offers to repurchase or
mandatory prepayment provisions, as applicable, upon a change of control, asset
sale, debt issuance, sale of the company, excess cash flow or casualty or
condemnation event and customary acceleration rights after an event of default
and scheduled amortization payments not in excess of 1% of the original
principal amount of any such notes or loans constituting Permitted Other Debt
during any Fiscal Year; provided that (i) in
the case of any mandatory prepayment or offer to repurchase any such
Indebtedness relating to excess cash flow, the Borrower shall first prepay the
Loans in the amount required under Section 2.04(b)(iv) prior to making any such
prepayment of or offer to repurchase any such other Indebtedness, and (ii) in
the case of any mandatory prepayment of or offer to repurchase any such
Indebtedness, the obligations of the Borrower (if any) to repay or prepay the
Loans in accordance with the terms hereof (including, without limitation, as
required pursuant to Section 2.04) arising from such change of control, asset
sale, debt issuance, sale of the company, excess cash flow or casualty or
condemnation event shall be satisfied to the fullest extent required hereunder),
(b) the covenants, events of default and other terms of which (other than
interest, fees, discount and other pricing and economic provisions and
redemption or prepayment provisions and call protection and prepayment
premiums), taken as a whole, are not more restrictive to the Borrower and its
Restricted Subsidiaries than those herein, (c) of which no Subsidiary of the
Borrower (other than a Subsidiary Guarantor) is an obligor, (d) if secured, are
not secured by any assets other than the Collateral or the Alternate First Lien
Collateral and (e) the Borrower shall deliver a certificate of an Authorized
Officer of the Borrower to the Administrative Agent at least five Business Days
(or such shorter period as the Administrative Agent may reasonably agree) prior
to the incurrence of such Indebtedness, together with a reasonably detailed
description of the material terms and conditions of such Indebtedness or drafts
of the documentation relating thereto, stating that the Borrower has determined
in good faith that such terms and conditions satisfy the foregoing
requirements.

     

    


    
      
        
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    “Permitted Other Debt
Documents” shall mean any document or instrument (including any
guarantee, security agreement or mortgage) issued or executed and delivered with
respect to any Permitted Other Debt by any Loan Party.

     

    “Permitted Other Debt
Obligations” shall mean, if any Permitted Other Debt is issued, all
advances to, and debts, liabilities, obligations, covenants and duties of, any
Loan Party arising under any Permitted Other Debt Document, whether direct or
indirect (including those acquired by assignment), absolute or contingent, due
or to become due, now existing or hereafter arising and however acquired and
whether or not evidenced by any note, guaranty or other instrument or for the
payment of money, including all fees and interest (including interest accruing
after the maturity of such Permitted Other Debt and interest accruing (or that
would accrue but for the commencement of any bankruptcy, insolvency,
reorganization or like proceeding) after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding). Without limiting the generality of the foregoing,
the Permitted Other Debt Obligations of the applicable Loan Parties under the
Permitted Other Debt Documents include the obligation (including guarantee
obligations) to pay principal, interest, fees, premiums, charges, expenses,
attorneys’ fees and disbursements and other sums chargeable to any such Loan
Party under any Permitted Other Debt Document.

     

    “Permitted Other Debt Secured
Parties” shall mean the holders from time to time of secured Permitted
Other Debt Obligations, and any representative on their behalf.

     

    “Permitted Purchase Option
Notice” has the meaning assigned to such term in Section
9.04(b)(ii)(A).

     

    “Qualified Unrestricted
Subsidiary” means any Unrestricted Subsidiary designated as a “Qualified
Unrestricted Subsidiary” pursuant to a certificate of an Authorized Officer of
the Borrower delivered to the Administrative Agent and otherwise in compliance
with Section 5.18; provided that there
shall be no more than one Qualified Unrestricted Subsidiary.

     

    “Qualifying Loans” has
the meaning assigned to such term in Section 9.04(b)(ii)(C).

     

    “Senior Notes” means
the senior notes to be issued by the Borrower on or around the First Amendment
Effective Date, which such notes shall comply with the definition of Permitted
Other Debt (other than clause (b) of that definition, unless such notes are
secured) but shall be either unsecured or secured by Liens ranking junior to the
Liens securing the Obligations.

     

    “Senior Notes
Documents” means (i) an indenture, dated on or around the First Amendment
Effective Date, among the Borrower, certain subsidiaries of the Borrower and the
trustee named therein, and (ii) each other document and instrument executed in
respect thereto, which provisions of such indenture, documents and instruments
shall comply with the definition of Permitted Other Debt (other than clause (b)
of that definition, unless the notes issued thereunder are secured) but shall be
either unsecured or secured by Liens ranking junior to the Liens securing the
Obligations.

     

    “Senior Notes Secured
Parties” shall mean (i) the holders from time to time of secured Senior
Notes, (ii) the holders from time to time of any secured Indebtedness permitted
pursuant to Section 6.01(xxv)(y) and (iii) any representative on behalf of any
such holders.

     

    “Specified Businesses”
means the businesses described on Schedule
1.01(e).

     

    


    
      
        
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    “Transferred
Liability” means, in connection with any sale, transfer or other
disposition of assets by the Borrower or its Restricted Subsidiaries, any
liability (i) that would be recorded on a balance sheet of the Borrower or its
Restricted Subsidiaries in accordance with GAAP or identified under FAS 5, (ii)
that is related to the assets sold, transferred or otherwise disposed of by the
Borrower or its Restricted Subsidiaries, (iii) that is (x) expressly assumed by
the purchaser or transferee of such assets or (y) expunged by the holder of such
liability, and (iv) with respect to which the Borrower and its Restricted
Subsidiaries are fully and unconditionally released upon consummation of such
sale, transfer or other disposition.

     

    (b) The
definition of “Asset
Sale Prepayment Event” in Section 1.01 of the Credit Agreement is hereby
amended by (x) replacing the parenthetical in clause (a) with the parenthetical
“(other than Sections 6.05 (viii), 6.05 (xii) and 6.05 (xvii) thereof)” and (y)
amending clause (b) in its entirety to read as: “Asset Sales permitted by
Section 9.22; and”.

     

    (c) The
definition of “Consolidated EBITDA”
in Section 1.01 of the Credit Agreement is hereby amended by:

     

    (i) amending
clause (j) to read in its entirety as follows:

     

    “for
purposes of calculations pursuant to Section 6.12 and 6.13 only, one-time cash
charges associated with plant closures and other restructuring charges, in all
cases, (i) not exceeding $15.0 million for any Test Period ending on or prior to
the First Amendment Effective Date and (ii) not exceeding $75.0 million in the
aggregate from the First Amendment Effective Date to the Maturity Date
(excluding any such charges pursuant to the Transactions); provided that such
cash and other restructuring charges pursuant to this clause (j) shall in no
event exceed $75.0 million for any Test Period, and”

     

    (ii) inserting
the phrase “, but including any gains or income associated with cancellation or
extinguishment of Loans (including any gains, income or loss from Permitted Loan
Purchases)” immediately following the phrase “(y) the amount attributable to
minority interests” set forth in the parenthetical located in clause (i)
following the reference to “minus” contained
therein; and

     

    (iii) inserting
the following at the end of such definition:

     

    “For the
avoidance of doubt, Consolidated EBITDA shall not be increased or decreased as a
result of any gains or income or losses associated with cancellation or
extinguishment of Loans (including any gains, income or loss from Permitted Loan
Purchases).”

     

    (d) The
definition of “Consolidated Interest
Expense” in Section 1.01 of the Credit Agreement is hereby amended by
adding the words “issuance of Equity Interests or Equity Rights” after the words
“Permitted Acquisitions” in the last paragraph thereof.

     

    (e) The
definition of “Excess
Cash Flow” in Section 1.01 of the Credit Agreement is hereby amended
by:

     

    (i) amending
clause (a)(iii) by adding the following at the end thereof:

     

    “provided that any
impact of any change in the valuation of currency and any one-time change in
working capital arising directly from Permitted Acquisitions or from Asset Sales
permitted pursuant to Section 6.05(viii), (xii) or (xvii) completed by
the

     

    


    
      
        
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    Borrower
and its Restricted Subsidiaries during such Excess Cash Flow Period shall, in
each case, be excluded from the calculation of working capital;”;

     

    (ii)           amending
clauses (a)(v) by deleting the word “and” at the end of such clause and
inserting the following new clause (a)(vii):

     

    “(vii)                      to
the extent that cash payments in respect of contributions to Pension Plans, any
Foreign Plan, other post-employment benefits and any payments made with respect
to Environmental Liability during any Excess Cash Flow Period are less than the
amount of expenses for such items subtracted in determining Consolidated EBITDA
for such Excess Cash Flow Period, the excess of such expenses over the amount of
such cash payments;”

     

    (ii) amending
clause (b)(v) by adding the following at the end thereof:

     

    “provided that any
impact of any change in the valuation of currency and any one-time change in
working capital arising directly from Permitted Acquisitions or from Asset Sales
permitted pursuant to Section 6.05(viii), (xii) or (xvii) completed by the
Borrower and its Restricted Subsidiaries during such Excess Cash Flow Period
shall, in each case, be excluded from the calculation of working
capital;”;

     

    (iii) amending
clause (b)(vii) by replacing the parenthetical “(other than the Loans)” with the
parenthetical “(other than the Loans and any Indebtedness pursuant to Sections
6.01(xiv), 6.01(xxiv) or 6.01(xxv));

     

    (iv) deleting
the word “and” at the end of clause (b)(ix), replacing the period at the end of
clause (b)(x) with a “; and” and inserting the following new clause
(b)(xi):

     

    “(xi)           to
the extent not deducted as an expense in determining Consolidated EBITDA and to
the extent made from internally generated funds of the Borrower and its
Restricted Subsidiaries (including any cash and Cash Equivalents actually
received by the Borrower or any of its Restricted Subsidiaries as a return on
Investments), any contribution to any Pension Plan, any Foreign Plan, or other
post-employment benefits and any payments made with respect to any Environmental
Liability during such Excess Cash Flow Period.”

     

    (v) inserting
the following at the end of such definition:

     

    “For the
avoidance of doubt, Excess Cash Flow shall not be reduced by any Permitted Loan
Purchase or the amount of any cash consideration paid in connection
therewith.”

     

    (f) The
definition of “Loans” in Section
1.01 of the Credit Agreement is hereby amended in its entirety with the
following:

     

    ““Loans” means the
loans made pursuant to Section 2.01(a).”

     

    (g) The
definition of “Net
Proceeds” in Section 1.01 of the Credit Agreement is hereby amended by
adding the following parenthetical after the words “Indebtedness for borrowed
money” in clause (b)(iii):

     

    


    
      
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    “(other
than any Indebtedness pursuant to Sections 6.01(xiv), 6.01(xxiv) or
6.01(xxv))”.

     

    (h) The
definition of “Permitted
Acquisition” in Section 1.01 of the Credit Agreement is hereby amended
by:

     

    (i) amending
clause (d)(iv) by deleting the words “, and to be tested based on a ratio 50
basis points tighter than the applicable ratio for such Test Period set forth in
Section 6.13” therefrom.

     

    (ii)           amending
clause (e) by adding the following words at the beginning thereof:

     

    “in the
case of any acquisition or series of related acquisitions where the Acquisition
Consideration is greater than $10.0 million in the aggregate,”

     

    (i) The
definition of “Permitted Guarantor
Factoring Transactions” in Section 1.01 of the Credit Agreement is hereby
amended by replacing the words “$15.0 million” with the words “$30.0
million”.

     

    (j) The
definition of “Pro
Forma Basis” in Section 1.01 of the Credit Agreement is hereby amended
by:

     

    (i) adding the following words
immediately after the words “Asset Sale” the first time they appear in clause
(ii):  “or designation of a Subsidiary as an Unrestricted Subsidiary
(or of an Unrestricted Subsidiary as a Restricted Subsidiary) pursuant to
Section 5.18”;

     

    (ii) adding the following
parenthetical immediately after the word “Investment” where the term Investment
appears in clause (ii)(a)(i):  “(including an Investment resulting
from an Unrestricted Subsidiary being designated as a Restricted Subsidiary
pursuant to Section 5.18)”; and

     

    (iii) adding the following words
immediately after the words “Restricted Subsidiaries” in clause (ii)(a)(ii): “,
or in the case of the designation of a Subsidiary as an Unrestricted Subsidiary
pursuant to Section 5.18.”

     

    (k) The
definition of “Senior
Debt Repayments” in Section 1.01 of the Credit Agreement is hereby
amended by inserting the phrase “; provided, however, Senior Debt
Payments shall not include any Permitted Loan Purchases” immediately prior to
the period at the end thereof.

     

    (l) Amendment to Section 2.04 –
Optional and Mandatory Prepayments of Loans; Repayments of
Loans.  Clause (b)(i) of Section 2.04 of the Credit Agreement
is hereby amended in its entirety with the following:

     

    “(b)           (i)           If
the Borrower or any of its Restricted Subsidiaries shall incur any Indebtedness
(other than as permitted by Section 6.01(i) through (xxiii) and 6.01(xxvi), and
any Permitted Refinancing permitted hereunder of Indebtedness permitted by
Section 6.01(xxiv) or (xxv)) (each, a “Debt Incurrence”),
100% of the Net Proceeds thereof shall be applied within three Business Days
after receipt thereof toward the prepayment of the Loans in accordance with
Section 2.04(d) below; provided that in the
case of Indebtedness constituting the Senior Notes, the Borrower shall not be
required to apply more than an aggregate amount equal to the greater of (i)
$200.0 million and (ii)

     

    


    
      
        
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    the
amount which is $100.0 million less than the aggregate original principal amount
of the Senior Notes, in each case to the prepayment of the principal amount of
the Loans in accordance with Section 2.04(d) below; provided further, that in the
case of Indebtedness constituting the Senior Notes or Permitted Other Debt
incurred pursuant to Section 6.01(xxiv) or Section 6.01(xxv), as applicable,
such prepayment shall be accompanied by a fee or prepayment premium, as
applicable, equal to (x) 2.00% of the principal amount prepaid or repaid if such
prepayment occurs on or after the first anniversary of the Effective Date but
prior to the second anniversary of the Effective Date or (y) 1.00% of the
principal amount prepaid or repaid if such prepayment occurs on or after the
second anniversary of the Effective Date but prior to the third anniversary of
the Effective Date.”

     

    (m) Amendment to Section 5.01 –
Financial
Information, Reports, Notices, etc.  Clause (a) of Section 5.01
of the Credit Agreement is hereby amended by inserting the following language
between “(a “Compliance
Certificate”)” and “containing” and replacing the same with the
following:

     

    “(i)
setting forth the aggregate principal amount of all Permitted Loan Purchases
made during the applicable fiscal period and (ii);”

     

    (n) Amendment to Section 6.01 –
Indebtedness.

     

    (i) Clause
(xii) of Section 6.01 of the Credit Agreement is hereby amended in its entirety
as follows:

     

    “(xii)                      Indebtedness
of any Non-U.S. Restricted Subsidiary that is a Non-Guarantor Restricted
Subsidiary, and Guarantees by any Non-U.S. Restricted Subsidiary that is a
Non-Guarantor Restricted Subsidiary in respect of such Indebtedness; provided
that (A) no Default shall have occurred and be continuing or would immediately
result there-from and (B) the aggregate principal amount of all such
Indebtedness shall not exceed an aggregate of $75.0 million at any one time
outstanding;”

     

    (ii) Clause
(xiv) of Section 6.01 of the Credit Agreement is hereby amended in its entirety
with the following

     

    “(xiv)                      Indebtedness
of the Borrower and the Subsidiary Guarantors (other than the Senior Notes) in
an aggregate principal amount not to exceed $300.0 million at any one time
outstanding that is either (x) unsecured or (y) secured by a Lien ranking junior
to the Lien securing the Obligations; provided that, in
each case, (A) such Indebtedness will not mature prior to the date that is one
year following the Maturity Date, (B) the terms of such Indebtedness do not
provide for any scheduled repayment, mandatory redemption, mandatory prepayment
or sinking fund obligations prior to the date that is one year following the
Maturity Date (other than customary offers to repurchase or mandatory prepayment
provisions, as applicable, upon a change of control, asset sale, debt issuance,
sale of the company, excess cash flow or casualty or condemnation event and
customary acceleration rights after an event of default and scheduled
amortization payments not in excess of 1% of the original principal amount of
any such Indebtedness during any Fiscal Year; provided that (i) in
the case of any mandatory prepayment or offer to repurchase any such
Indebtedness relating to excess cash flow, the Borrower shall first prepay the
Loans in the amount required under Section 2.04(b)(iv) prior to making any such
prepayment of or offer to repurchase any such other Indebtedness, and (ii) in
the case of any mandatory prepayment of or offer to repurchase any
such

     

    
      
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     Indebtedness,
the obligations of the Borrower (if any) to repay or prepay the Loans in
accordance with the terms hereof (including, without limitation, as required
pursuant to Section 2.04) arising from such change of control, asset sale, debt
issuance, sale of the company, excess cash flow or casualty or condemnation
event shall be satisfied to the fullest extent required hereunder), (C) after
giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, the
Net Interest Expense Coverage Ratio shall be not less than 2.0:1.0 as of the
most recent Test Period (assuming that such incurrence of Indebtedness, and each
other incurrence of Indebtedness under this Section 6.01 consummated since the
first day of such Test Period, and the application of the proceeds thereof, had
occurred on the first day of such Test Period) and the Borrower shall have
delivered to the Administrative Agent a certificate of a Financial Officer of
the Borrower to such effect setting forth in reasonable detail the computations
necessary to determine such compliance (together with a reasonably detailed
description of the material terms and conditions of such Indebtedness or drafts
of the documentation relating thereto), (D) no Default shall have occurred and
be continuing or would immediately result therefrom, (E) immediately after
giving effect thereto, the Borrower and its Restricted Subsidiaries are in
compliance, on a Pro Forma Basis after giving effect to the incurrence of such
Indebtedness (and any other Indebtedness incurred since the last day of the
immediately preceding Test Period), and the application of the proceeds thereof,
with the covenants set forth in Section 6.12 and 6.13 recomputed as at the date
of the last ended Test Period, as if all such Indebtedness was incurred on the
first day of the immediately preceding Test Period, and (F) except in the case
of Guarantees by Excluded Non-U.S. Restricted Subsidiaries of such Indebtedness
of Non-U.S. Restricted Subsidiaries, no Restricted Subsidiary shall Guarantee
any such Indebtedness unless such Restricted Subsidiary is also a Subsidiary
Guarantor under this Agreement and the other Loan Documents; provided further that in the
case of Indebtedness that is secured pursuant to clause (y) above, (A) the
covenants, events of default and other terms of such Indebtedness (other than
interest, fees, discount and other pricing and economic provisions and
redemption or prepayment provisions and call protection and prepayment
premiums), taken as a whole, shall not be more restrictive to the Borrower and
its Restricted Subsidiaries than those herein, (B) no Subsidiary of the Borrower
(other than a Subsidiary Guarantor) shall be an obligor in respect of such
Indebtedness, (C) such Indebtedness shall not be secured by any assets other
than the Collateral or the Alternate First Lien Collateral, and (D) not less
than five Business Days prior to the incurrence of such Indebtedness, the
Borrower shall have delivered a certificate of an Authorized Officer of the
Borrower to the Administrative Agent, together with a reasonably detailed
description of the material terms and conditions of such Indebtedness or drafts
of the documentation relating thereto, stating that the Borrower has determined
in good faith that such terms and conditions satisfy the foregoing
requirements;”

     

    (iii) Section
6.01 of the Credit Agreement is hereby amended by deleting the word “and” at the
end of clause (xxii) thereof, replacing the period at the end of clause (xxiii)
with a semicolon and inserting the following new clauses (xxiv), (xxv) and
(xxvi):

     

    “(xxiv)                      Indebtedness
of the Borrower and the Subsidiary Guarantors in respect of (x) Permitted Other
Debt issued or incurred for cash to the extent that the Net Proceeds therefrom
are applied to the prepayment of the Loans in accordance with Section 2.04(b)(i)
and the payment of accrued interest thereon and any prepayment premium set forth
in Section 2.04(b)(i); provided that, (A) no
Default shall have occurred and be continuing or would immediately result
therefrom, and (B) immediately after giving effect thereto, the Borrower and its
Restricted Subsidiaries are in compliance, on a Pro

     

    


    
      
        
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    Forma
Basis after giving effect to the incurrence of such Indebtedness (and any other
Indebtedness incurred since the last day of the immediately preceding Test
Period), and the application of the proceeds thereof, with the covenants set
forth in Section 6.12 and 6.13 recomputed as at the date of the last ended Test
Period, as if all such Indebtedness was incurred on the first day of the
immediately preceding Test Period and (y) any Permitted Refinancing of any
Indebtedness specified in subclause (x) above; provided that such
Indebtedness pursuant to this Section 6.01(xxiv) otherwise complies with the
definition of Permitted Other Debt;

     

    (xxv)                      Indebtedness
of the Borrower and the Subsidiary Guarantors in respect of (x) the Senior Notes
to the extent that the Net Proceeds therefrom are applied to the prepayment of
the Loans in accordance with, and to the extent required by, Section 2.04(b)(i),
and the payment of accrued interest thereon and the prepayment premium set forth
in Section 2.04(b)(i); provided that, (A) no
Default shall have occurred and be continuing or would immediately result
therefrom, and (B) immediately after giving effect thereto, the Borrower and its
Restricted Subsidiaries are in compliance, on a Pro Forma Basis after giving
effect to the incurrence of such Indebtedness (and any other Indebtedness
incurred since the last day of the immediately preceding Test Period), and the
application of the proceeds thereof, with the covenants set forth in Section
6.12 and 6.13 recomputed as at the date of the last ended Test Period, as if all
such Indebtedness was incurred on the first day of the immediately preceding
Test Period and (y) any Permitted Refinancing of such Senior Notes specified in
subclause (x) above; provided that such
Indebtedness pursuant to this Section 6.01(xxv) otherwise complies with the
definition of Permitted Other Debt (other than clause (b) of that definition,
unless such Senior Notes are secured), but shall be either unsecured or secured
by Liens ranking junior to the Lien securing the Obligations; and

     

    (xxvi)                      intercompany
notes evidencing obligations relating to Investments made pursuant to Section
6.04(xxiii) or asset transfers made pursuant to Section 6.05(xviii); provided
that (A) such intercompany notes are pledged pursuant to the Pledge Agreement in
accordance with Section 5.11 and (B) the obligations of any obligor evidenced by
such intercompany notes shall be subordinated to the Obligations on terms
reasonably satisfactory to the Administrative Agent.”

     

    (o) Amendment to Section 6.02 –
Liens.

     

    (i) Clause
(xvi) of Section 6.02 of the Credit Agreement is hereby amended by deleting the
words “in the ordinary course of business of the Borrower and its Restricted
Subsidiaries”.

     

    (ii) Section
6.02 of the Credit Agreement is hereby amended by deleting the word “and” at the
end of clause (xxix) thereof, replacing the period at the end of clause (xxx)
with “; and” and inserting the following new clauses (xxxi), (xxxii), (xxxiii)
and (xxxiv):

     

    “(xxxi)                      Liens
securing Indebtedness permitted to be incurred under Section 6.01(xxiv); provided that (A) in
the case of Liens securing Permitted Other Debt Obligations that constitute
First Lien Obligations and (1) whose collateral package is identical to the
Collateral (subject to exceptions set forth in the Security Documents), (a) the
applicable Permitted Other Debt Secured Parties (or a representative thereof on
behalf of such holders) shall have delivered to the Collateral Agent and the
Administrative Agent an accession agreement to the Intercreditor Agreement, in
form and substance acceptable to the Collateral Agent and the Administrative
Agent, and security documents

     

    


    
      
        
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    with
terms and conditions not materially less favorable to the Lenders than the terms
and conditions of the Security Documents and (b) the Borrower shall have
complied with the other requirements with respect to such Permitted Other Debt
Obligations, if applicable, or (2) whose collateral package consists of less
collateral than the Collateral (subject to exceptions set forth in the Security
Documents) (such collateral package, “Alternate First Lien
Collateral”), the applicable Permitted Other Debt Secured Parties (or a
representative thereof on behalf of such holders) shall enter into security
documents with terms and conditions not materially less favorable to the Lenders
than the terms and conditions of the Security Documents and an intercreditor
agreement reasonably acceptable to the Collateral Agent and the Administrative
Agent, and an accession agreement to the Intercreditor Agreement, in form and
substance acceptable to the Collateral Agent and the Administrative Agent, and
(B) in the case of Liens securing Permitted Other Debt Obligations that do not
constitute First Lien Obligations, the applicable Permitted Other Debt Secured
Parties (or a representative thereof on behalf of such holders) shall have
entered into an intercreditor agreement providing that the Liens securing such
Permitted Other Debt Obligations shall rank junior to the Liens securing the
Obligations and any other First Lien Obligations, and which shall also provide,
among other provisions to be determined by the Borrower, the Administrative
Agent, the Collateral Agent and such Permitted Other Debt Secured Parties (or a
representative thereof on behalf of such holders), terms substantially similar
to those set forth on Exhibit O to this
Agreement (with any changes thereto being reasonably acceptable to the
Administrative Agent and the Collateral Agent). Without any further consent of
the Lenders, the Administrative Agent and the Collateral Agent shall be
authorized to negotiate, execute and deliver on behalf of the Secured Parties
any intercreditor agreement (or an amendment to the Intercreditor Agreement)
contemplated by this Section 6.02(xxxi) and any amendments to any Security
Document required in connection therewith;

     

    (xxxii)                      Liens
securing Indebtedness permitted to be incurred under Section 6.01(xiv); provided that the
applicable secured parties with respect to such Indebtedness (or a
representative thereof on behalf of such holders) shall have entered into an
intercreditor agreement providing that the Liens securing such Indebtedness
shall rank junior to the Liens securing the Obligations and any other First Lien
Obligations, and which shall also provide, among other provisions to be
determined by the Borrower, the Administrative Agent, the Collateral Agent and
such secured parties (or a representative thereof on behalf of such holders),
terms substantially similar to those set forth on Exhibit O to this
Agreement (with any changes thereto being reasonably acceptable to the
Administrative Agent and the Collateral Agent). Without any further consent of
the Lenders, the Administrative Agent and the Collateral Agent shall be
authorized to negotiate, execute and deliver on behalf of the Secured Parties
any intercreditor agreement (or an amendment to the Intercreditor Agreement)
contemplated by this Section 6.02(xxxii) and any amendments to any Security
Document required in connection therewith;

     

    (xxxiii)
Liens securing Indebtedness permitted to be incurred under Section 6.01(xxv);
provided that
the Senior Notes Secured Parties (or a representative thereof on behalf of such
holders) shall have entered into an intercreditor agreement providing that the
Liens securing such Indebtedness shall rank junior to the Liens securing the
Obligations and any other First Lien Obligations, and which shall also provide,
among other provisions to be determined by the Borrower, the Administrative
Agent, the Collateral Agent and the Senior Notes Secured Parties (or a
representative thereof on

     

    


    
      
        
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    behalf of
such holders), terms substantially similar to those set forth on Exhibit O to this
Agreement (with any changes thereto being reasonably acceptable to the
Administrative Agent and the Collateral Agent). Without any further consent of
the Lenders, the Administrative Agent and the Collateral Agent shall be
authorized to negotiate, execute and deliver on behalf of the Secured Parties
any intercreditor agreement (or an amendment to the Intercreditor Agreement)
contemplated by this Section 6.02(xxxiii) and any amendments to any Security
Document required in connection therewith; and

     

    (xxxiv)                      Liens
securing intercompany notes pledged to the Collateral Agent pursuant to the
Pledge Agreement and issued by Restricted Subsidiaries of the Borrower that are
not Loan Parties in connection with an Investment made pursuant to Section
6.04(xxiii) or an asset transfer made pursuant to Section
6.05(xviii).”

     

    (p) Amendment to Section 6.03 –
Fundamental Changes; Line of Business.

     

    (i) Clause
(a) of Section 6.03 of the Credit Agreement is hereby amended in its entirety
with the following:

     

    “(a)           The
Borrower will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, merge into or consolidate with any other Person, or
permit any other Person to merge into or consolidate with them, or liquidate or
dissolve, except that, if at the time thereof and immediately after giving
effect thereto no Default shall have occurred and be continuing, (i) any Wholly
Owned Subsidiary may merge into, consolidate or liquidate into the Borrower in a
transaction in which the Borrower is the surviving corporation, and, in the case
of a liquidation, all assets of such Wholly Owned Subsidiary are distributed to
the Borrower, (ii) any Subsidiary of the Borrower may merge with or into,
liquidate into or consolidate with any Restricted Subsidiary in a transaction in
which the surviving or resulting entity is a Restricted Subsidiary (provided that if any
party to such merger, liquidation or consolidation is a Subsidiary Guarantor,
the surviving or resulting entity shall be a Subsidiary Guarantor that is a
Wholly Owned Subsidiary of the Borrower), and (iii) Permitted Acquisitions as
permitted by Section 6.04(vii) may be consummated; provided that in
connection with each of the foregoing, the appropriate Loan Parties shall take
all actions necessary or reasonably requested by the Collateral Agent to
maintain the perfection of or perfect, as the case may be, protect and preserve
the Liens on the Collateral granted to the Collateral Agent pursuant to the
Security Documents and otherwise comply with the provisions of Sections 5.11,
5.12 and 5.15, in each case, on the terms set forth therein and to the extent
applicable.”

     

    (ii) Clause
(c) of Section 6.03 of the Credit Agreement is hereby amended by adding the
following prior to the period thereof:

     

    “; provided, that for
the avoidance of doubt, businesses related to the manufacturing, sale or
distribution of high performance chemical based products and materials is
permitted under this clause (c)”.

     

    (q) Amendment to Section 6.04 –
Investments.

     

    (i) Clause
(ii) of Section 6.04 of the Credit Agreement is hereby amended by adding the
following at the end thereof:

     

    


    
      
        
          11 


        

        
           


          
            

          

        

        
           


        

      

    

    


    “provided that to the
extent any loan described on Schedule 6.04 that is
owing by a Subsidiary not a Loan Party to a Loan Party (the “Scheduled Loans”) (or
any additional Investments made by Loan Parties pursuant to this proviso) has
been repaid, then additional Investments may be made by Loan Parties in any
Restricted Subsidiaries that are not Loan Parties in an aggregate amount up to
the amount actually received by Loan Parties as payment in respect of such
Investments; provided further that in no
event will the aggregate amount of Scheduled Loans and additional Investments
made by Loan Parties in Subsidiaries that are not Loan Parties pursuant to the
first proviso of this clause (ii) exceed the aggregate original principal amount
of the Scheduled Loans on the Effective Date.”

     

    (ii) Clause
(iii)(C) of Section 6.04 of the Credit Agreement is hereby amended by replacing
the words “$75.0 million” with the words “$100.0 million”.

     

    (iii) Clause
(vii) of Section 6.04 of the Credit Agreement is hereby amended by replacing the
words “$100.0 million” with the words “$200.0 million”.

     

    (iv) Clause
(viii) of Section 6.04 of the Credit Agreement is hereby amended to read in its
entirety as follows:

     

    “Investments
in Joint Ventures (A) constituting or consisting of a contribution of or other
transfer or distribution of the assets (other than cash, except that a de
minimus cash amount directly related to such assets may be contributed,
transferred or otherwise distributed) or capital stock of the Specified
Businesses or (B) Investments in Joint Ventures not described in clause (A) in
an aggregate amount made under this clause (B) not to exceed $50.0 million at
any one time outstanding;”

     

    (v) Clause
(xv) of Section 6.04 of the Credit Agreement is hereby amended by adding the
words “any non-cash portion or” prior to the words “any deferred
portion”.

     

    (vi) Section
6.04 of the Credit Agreement is hereby amended by deleting the word “and” at the
end of clause (xix) thereof, replacing the period at the end of clause (xx) with
“; and” and inserting the following new clauses (xxi), (xxii) and
(xxiii):

     

    “(xxi)                      Investments
in the Qualified Unrestricted Subsidiary to be used solely to fund Permitted
Loan Purchases; provided that, (A)
both before and after giving effect to such Investment, no Default shall have
occurred and be continuing and (B) immediately after giving effect to such
Investment, the Borrower shall be in compliance, on a Pro Forma Basis, with the
covenants set forth in Section 6.12 and Section 6.13 as at the date of the last
ended Test Period (it being understood that as a condition precedent to making
such Investment, the Borrower shall deliver to the Administrative Agent a
certificate of a Financial Officer of the Borrower setting forth in reasonable
detail the calculations demonstrating such compliance); provided further, that
notwithstanding anything in this Agreement or the Loan Documents to the
contrary, no Investments in the Qualified Unrestricted Subsidiary may be made
except the Investments permitted pursuant to this Section
6.04(xxi);

     

    (xxii)                      intercompany
receivables created by any distribution or other transfer by a Subsidiary to a
Loan Party of an intercompany receivable issued by a Subsidiary that is not a
Guarantor; provided that any
Loan Party shall pledge any note evidencing any such receivable that it receives
as a result of such distribution or other transfer; provided

     

    


    
      
        
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    further, that no Loan
Party shall transfer, or otherwise make any payment or other Investment of, cash
or cash equivalents in exchange for the receipt of such intercompany
receivables; and

     

    (xxiii)                      any
transfer of assets pursuant to Section 6.05(xviii) in the form of an
Investment.”

     

    (vii) The last
paragraph of Section 6.04 of the Credit Agreement is hereby amended in its
entirety as follows:

     

    “The
aggregate amount of an Investment at any one time outstanding for purposes of
this Section 6.04 shall be deemed to be equal to (A) the aggregate amount of
cash, together with the aggregate fair market value of Property (net of any
Transferred Liability), loaned, advanced, contributed, transferred or otherwise
invested that gives rise to such Investment (without adjustment for subsequent
increases or decreases in the value of such Investment) minus (B) the aggregate
amount of dividends, distributions or other payments received in cash in respect
of such Investment (including by way of a sale or other disposition of such
Investment).  The amount of an Investment shall not in any event be
reduced by reason of any write-off of such Investment.”

     

    (r) Amendment to Section 6.05 –
Asset Sales.

     

    (i) Clause
(v) of Section 6.05 of the Credit Agreement is hereby amended by adding the
words “, transfer of assets” after the word “liquidations”.

     

    (ii) Clause
(viii) of Section 6.05 of the Credit Agreement is hereby amended by (x) adding
the word “other” at the beginning thereof, (y) deleting the words “not otherwise
permitted under this Section” and (z) amending clause (B) of the proviso to read
in its entirety as follows:

     

    “(B) the
aggregate fair market value of all assets (net of any Transferred Liability)
sold, transferred or otherwise disposed of in reliance upon this Section
6.05(viii) from the First Amendment Effective Date through the date of such
sale, transfer or other disposition do not exceed the Asset Sale Cap (for the
avoidance of doubt, any subsequent decrease in the Asset Sale Cap shall not
constitute a Default or an Event of Default with respect to sales, transfers and
dispositions previously made as permitted by this Section
6.05(viii)),”.

     

    (iii) Section
6.05 of the Credit Agreement hereby amended by deleting the word “and” at the
end of clause (xv), replacing the period at the end of clause (xvi) with a
semicolon and inserting the following new clauses (xvii) and
(xviii):

     

    “(xvii)                      any
transfer or disposition of the assets or capital stock of the Specified
Businesses (any which disposition may be made as part of a larger Asset Sale
transaction, the remainder of which Asset Sale transaction is permitted under
the provisions of one or more other baskets in this Section 6.05); provided that the Net
Proceeds thereof are applied as required by Section 2.04(b)(ii);
and

     

    (xviii)                      any
transfer of assets by any Loan Party to a Restricted Subsidiary that is not a
Loan Party and any intercompany Indebtedness owing to a Loan Party resulting
therefrom; provided that (x) the aggregate amount of such assets shall not
exceed (A) in the case of transfers of assets acquired after the First Amendment
Effective Date by any

     

    


    
      
        
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    Loan
Party in a Permitted Acquisition in compliance with Section 6.04(vii) and any
intercompany Indebtedness owing to a Loan Party resulting therefrom, $200.0
million, and (B) in the case of all other transfer of assets under this Section
6.05(xviii), $50.0 million, (y) for each such transfer, the conditions set forth
on Schedule
6.05(xviii) have been satisfied, and (z) any such transfer shall be made
in exchange for an intercompany note which shall be pledged pursuant to the
Pledge Agreement or a Non-U.S. Pledge Agreement in accordance with Section
5.11.”

     

    (iv) The
proviso at the end of Section 6.05 of the Credit Agreement is hereby amended in
its entirety with the following:

     

    “provided that all
sales, transfers, leases and other dispositions permitted hereby shall be made
(a) for fair value and (b) other than in the case of sales, transfers, leases
and other dispositions permitted by Sections 6.05(ii), 6.05(v), 6.05(vii),
6.05(ix), 6.05(xiv), 6.05(xvi) and 6.05(xviii), for consideration (which, for
purposes of this proviso, shall not be deemed to include any Transferred
Liability (other than any liability owed or owing to the purchaser or transferee
of the assets sold, transferred or otherwise disposed of or to any affiliates of
such purchaser or transferee)) consisting of at least 75% cash and Cash
Equivalents.”

     

    (s) Amendment to Section 6.07 –
Restricted Payments. Clause (ii) of Section 6.07 of the Credit Agreement
is hereby amended by adding the words “, Equity Rights” prior to the words “or
other Equity Interests”.

     

    (t) Amendment to Section 6.08 –
Transactions with Affiliates.

     

    (i) The
introductory paragraph of Section 6.08 of the Credit Agreement is hereby amended
by deleting the words “are in the ordinary course of business of the Borrower
and its Restricted Subsidiaries” and replacing them with the words “are in
accordance with the reasonable requirements of the business of the Borrower and
its Restricted Subsidiaries (as determined by the Borrower in its reasonable
business judgment)”; and

     

    (ii) Section
6.08 of the Credit Agreement is hereby amended by deleting the word “and” at the
end of clause (iii) thereof, replacing the period at the end of clause (iv) with
“: and” and inserting the following new clause (v);

     

    “(v)
Investments in Qualified Unrestricted Subsidiaries permitted by Section
6.04(xxi).”

     

    (u) Amendment to Section 6.09 –
Restrictive Agreements.

     

    (i) Clause
(i) of Section 6.09 of the Credit Agreement is hereby amended in its entirety as
follows:

     

    “(i)           conditions
or restrictions imposed by law or by any document evidencing Indebtedness
permitted to be incurred pursuant to Section 6.01(xiv), any Loan Document, any
Revolving Credit Loan Document, or any Permitted Other Debt Documents (or
Permitted Refinancings of Permitted Other Debt Documents) so long as, in the
case of any document evidencing Indebtedness permitted to be incurred pursuant
to Section 6.01(xiv) or Section 6.01(xxiv) or such Permitted Refinancing, the
conditions or

     

    


    
      
        
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    restrictions
imposed pursuant to such Permitted Refinancing are no more restrictive, taken as
a whole, than those conditions or restrictions contained in the Loan
Documents;”

     

    (ii) Section
6.09 of the Credit Agreement is hereby amended by deleting the word “and” at the
end of clause (vii), replacing the period at the end of clause (viii) with “;
and” and inserting the following new clause (xix):

     

    “(xix)                      any
agreement with respect to Indebtedness permitted under Section 6.01(xi), but
only if such restrictions were not created in contemplation of such Permitted
Acquisition and the restrictions only apply to the Person or assets being
acquired.”

     

    (v) Amendment to Section 6.13 –
Total Leverage Ratio. The chart in Section 6.13 of the Credit Agreement
is hereby amended to read in its entirety as follows:

     

    “

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Date

                                                	
                                                  Ratio

                                                
	
                                                  June
      30, 2008

                                                	
                                                  5.50:1.00

                                                
	
                                                  September
      30, 2008

                                                	
                                                  5.25:1.00

                                                
	
                                                  December
      31, 2008

                                                	
                                                  5.00:1.00

                                                
	
                                                  March
      31, 2009

                                                	
                                                  4.75:1.00

                                                
	
                                                  June
      30, 2009

                                                	
                                                  4.50:1.00

                                                
	
                                                  September
      30, 2009

                                                	
                                                  4.50:1.00

                                                
	
                                                  December
      31, 2009

                                                	
                                                  4.50:1.00

                                                
	
                                                  March
      31, 2010

                                                	
                                                  4.50:1.00

                                                
	
                                                  June
      30, 2010

                                                	
                                                  4.50:1.00

                                                
	
                                                  September
      30, 2010

                                                	
                                                  4.50:1.00

                                                
	
                                                  December
      31, 2010

                                                	
                                                  4.50:1.00

                                                
	
                                                  March
      31, 2011

                                                	
                                                  4.25:1.00

                                                
	
                                                  June
      30, 2011

                                                	
                                                  4.00:1.00

                                                
	
                                                  September
      30, 2011

                                                	
                                                  3.75:1.00

                                                
	
                                                  December
      31, 2011

                                                	
                                                  3.50:1.00

                                                
	
                                                  March
      31, 2012 and the last day of each Fiscal Quarter
thereafter

                                                	
                                                  3.00:1.00

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    ”

     

    (w) Amendment to Section 9.04 –
Successors and Assigns.  Clause (b) of Section 9.04 of the
Credit Agreement is hereby amended to read in its entirety as
follows:

     

    “(b)           (i)
Each Lender may assign to one or more assignees (other than a natural person,
the Borrower or any of the Borrower’s Affiliates or Subsidiaries (other than a
Qualified Unrestricted Subsidiary solely to the extent such Qualified
Unrestricted

     

    


    
      
        
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    Subsidiary
purchases Loans pursuant to a Permitted Loan Purchase and such Loans are
immediately cancelled upon such purchase pursuant to clause (b)(ii)(G) below) or
any Person engaged principally in the business of manufacture or sale of high
performance chemical based products that is a competitor of the Borrower or any
of its Subsidiaries) all or a portion of its interests, rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
at the time owing to it); provided, however, that (A)
except in the case of an assignment to a Lender or a Lender Affiliate or in
connection with the initial syndication of the Commitments and Loans, the
Borrower and the Administrative Agent must give their prior written consent to
such assignment (which consents shall not be unreasonably withheld or delayed),
(B) except in the case of an assignment to a Lender, a Lender Affiliate or a
Federal Reserve Bank or in connection with the initial syndication of the
Commitments and Loans, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $1.0 million and increments of $1.0
million in excess thereof (or (I) if the aggregate amount of the Commitment or
Loans of the assigning Lender is a lesser amount, the entire amount of such
Commitment or Loans, or (II) in any other case, such lesser amount as the
Borrower and the Administrative Agent otherwise agree), (C) except in the case
of the assignment to an Affiliate of such Lender or an assignment required to be
made pursuant to Section 2.18, the parties to each such assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together
with a processing and recordation fee of $3,500 (provided that only one such fee
shall be payable in the event of contemporaneous assignments to two or more
Lender Affiliates by a Lender or by two or more Lender Affiliates to a Lender
and such fee shall not be payable by the Borrower) and (D) the assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire; provided, further,
that any consent of the Borrower otherwise required under this paragraph shall
not be required if an Event of Default has occurred and is
continuing.  Subject to acceptance and recording pursuant to paragraph
(e) of this Section 9.04, from and after the effective date specified in each
Assignment and Assumption, which effective date shall be at least five Business
Days after the execution thereof (unless otherwise determined by the
Administrative Agent), (I) the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Agreement, and (II) the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all or the
remaining portion of an assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 2.12, 2.13, 2.14, 2.15 and 9.05 with
respect to facts and circumstances occurring prior to the effective date of such
assignment).  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (f) of
this Section.

     

    (ii) (A)
Notwithstanding any other provision in this Agreement or any other Loan
Document, so long as no Default or Event of Default shall have occurred and be
continuing or would result therefrom, the Qualified Unrestricted Subsidiary may
at any time purchase Loans (each such purchase, a “Permitted Loan
Purchase”) pursuant to the procedures described in this Section
9.04(b)(ii).  In connection with any Permitted Loan

     

    


    
      
        
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    Purchase,
the Qualified Unrestricted Subsidiary will provide written notice to the
Administrative Agent (each, a “Permitted Purchase Option
Notice”) that the Qualified Unrestricted Subsidiary desires to purchase
Loans in an aggregate principal amount specified by the Qualified Unrestricted
Subsidiary (each, a “Permitted Loan Purchase
Amount”), which principal amount shall be not less than $10.0 million in
the aggregate, in each case at a discount as specified below; provided that (I)
each purchase shall be made solely with funds contributed to the Qualified
Unrestricted Subsidiary pursuant to Section 6.04(xxi), (II) at the time of
delivery of the Permitted Purchase Option Notice to the Administrative Agent, no
Default or Event of Default shall have occurred and be continuing or would
result therefrom, (III) prior to providing a Permitted Purchase Option Notice,
the Borrower shall have discussed same with each of S&P and Moody’s and,
based upon such discussions, shall reasonably believe that the proposed purchase
of Loans through such Permitted Loan Purchase shall not be deemed to be a
“distressed exchange”, (IV) at the time of consummation of each Permitted Loan
Purchase, neither S&P nor Moody’s shall have announced or communicated to
the Borrower that the proposed purchase of Loans through such Permitted Loan
Purchase shall be deemed to be a “distressed exchange”, and (V) at the time of
each Permitted Loan Purchase, the Borrower shall have delivered to the
Administrative Agent a certificate of an Authorized Officer of the Borrower
certifying as to compliance with preceding clauses (I) through
(IV).  The Permitted Purchase Option Notice shall further specify with
respect to the proposed Permitted Loan Purchase: (I) the Permitted Loan Purchase
Amount, (II) a discount range selected by the Qualified Unrestricted Subsidiary
with respect to such proposed Permitted Loan Purchase equal to a percentage of
par of the principal amount of the Loans (the “Discount Range”),
which shall reflect a discount to par of at least 5%, and (III) the date by
which the Lenders are required to indicate their election to participate in such
proposed Permitted Loan Purchase, which shall be no earlier than three Business
Days and no later than five Business Days following the date of the Permitted
Purchase Option Notice (“Acceptance
Date”).  The failure of any Lender to indicate its election to
participate in such proposed Permitted Loan Purchase shall be deemed an election
by such Lender as an express election to not participate in such proposed
Permitted Loan Purchase.

     

    (B) Upon
receipt of any Permitted Purchase Option Notice, the Administrative Agent shall
promptly notify each Lender thereof.  On or prior to the Acceptance
Date, each Lender may (but shall not be required to) specify by written notice
substantially in the form of Exhibit N hereto
(each, a “Lender
Participation Notice”) to the Administrative Agent (I) a discount to par
(the “Acceptable
Discount”) within the Discount Range and (II) a principal amount (subject
to rounding requirements specified by the Administrative Agent) of Loans held by
such Lender that such Lender is willing to permit to be purchased pursuant to a
Permitted Loan Purchase (“Offered
Loans”).  Based on the Acceptable Discounts and principal
amounts of Loans specified by the Lenders in the applicable Lender Participation
Notices, the Administrative Agent, in consultation with the Qualified
Unrestricted Subsidiary, will determine the clearing discount (the “Applicable Discount”)
for the Permitted Loan Purchase which will be the lowest Acceptable Discount
within the Discount Range at which the Qualified Unrestricted Subsidiary can
purchase the Permitted Loan Purchase Amount in full (determined by adding the
principal amounts of Offered Loans commencing with the Offered Loans with the
highest Acceptable Discount); provided, however, that if such
Permitted Loan Purchase Amount cannot be purchased in full at any Acceptable
Discount (determined by adding the principal amounts of Offered Loans commencing
with the Offered Loans with the highest Acceptable Discount), the Applicable
Discount shall be the highest

     

    


    
      
        
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    Acceptable
Discount specified by the Lenders that is within the Discount Range specified by
the Qualified Unrestricted Subsidiary.  The Applicable Discount shall
be applicable for all Lenders who have offered to participate in the Permitted
Loan Purchase and have Qualifying Loans (as defined below).

     

    (C) The
Qualified Unrestricted Subsidiary shall make a Permitted Loan Purchase by
purchasing those Loans (or the respective portions thereof) offered by the
Lenders that specify an Acceptable Discount that is equal to or higher than the
Applicable Discount (“Qualifying Loans”) at
the Applicable Discount; provided that (I) if
the aggregate proceeds required to purchase Qualifying Loans (disregarding any
interest payable in connection with such Qualifying Loans) would exceed the
Permitted Loan Purchase Amount for such Permitted Loan Purchase, the Qualified
Unrestricted Subsidiary shall purchase such Qualifying Loans at the Applicable
Discount ratably based on the respective principal amounts of such Qualifying
Loans (subject to rounding requirements specified by the Administrative Agent)
and (II) in the event that the Qualifying Loans are less than the Permitted Loan
Purchase Amount, the Qualified Unrestricted Subsidiary shall only be permitted
to make a Permitted Loan Purchase to the extent the principal amount of such
Qualifying Loans equals or exceeds $10.0 million in the
aggregate.  Each Permitted Loan Purchase shall be made within five
Business Days of the date of determination of the Applicable Discount, without
premium or penalty, upon irrevocable notice (each a “Permitted Loan Purchase
Notice”), delivered to the Administrative Agent no later than 2:00 p.m.,
New York City time, three Business Days prior to the date of such Permitted Loan
Purchase, which notice shall specify the date and amount of the Permitted Loan
Purchase and the Applicable Discount.  Upon receipt of any Permitted
Loan Purchase Notice the Administrative Agent shall promptly notify each
relevant Lender thereof.  If any Permitted Loan Purchase Notice is
given, the Qualified Unrestricted Subsidiary shall be obligated to purchase the
Loans subject thereto for the amount specified in such notice from the
applicable Lenders on the date specified therein, together with accrued interest
(on the par principal amount) to but not including such date on the amount
purchased.

     

    (D) To
the extent not expressly provided for herein, each Permitted Loan Purchase shall
be consummated pursuant to the procedures established by the Administrative
Agent acting in its sole reasonable discretion.

     

    (E) Prior
to the delivery of a Permitted Loan Purchase Notice, upon written notice to the
Administrative Agent, (I) the Qualified Unrestricted Subsidiary may withdraw its
offer to make a Permitted Loan Purchase pursuant to any Permitted Purchase
Option Notice and (II) any Lender may withdraw its offer to participate in a
Permitted Loan Purchase pursuant to any Lender Participation
Notice.

     

    (F) Any
Loans purchased pursuant to a Permitted Loan Purchase shall be cancelled and
forgiven immediately upon the closing of such Permitted Loan Purchase for no
consideration (with the effect that such Loans and any related Obligation shall
for all purposes of this Agreement and the other Loan Documents no longer be
outstanding, and the Borrower and the Subsidiary Guarantors shall no longer have
any Obligations relating thereto, it being understood that such forgiveness and
cancellation shall result in the Borrower and Subsidiary Guarantors being
irrevocably and unconditionally released from all claims and liabilities
relating to such Obligations which have been so cancelled and forgiven, and the
Collateral shall cease to secure any such Obligations which have been so
cancelled and forgiven).  The documentation evidencing the forgiveness
and

     

    


    
      
        
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    cancellation
of the Loans as provided above shall be reasonably satisfactory to the
Administrative Agent.  It is acknowledged and agreed that no Permitted
Loan Purchase shall constitute a prepayment of Loans for purposes of this
Agreement.”

     

    (x) Amendment to Section 9.15 –
Jurisdiction:  Consent to Service of Process.  Clause
(a) of Section 9.15 of the Credit Agreement is hereby amended by replacing the
word “nonexclusive” with “exclusive” and replace the words “may be heard and
determined” with the words “shall be heard and determined
exclusively”.

     

    (y) Amendment to Article IX –
Miscellaneous.  Article IX is hereby amended by adding the
following new Section 9.22 at the end thereof:

     

    “SECTION
9.22                                Permitted Intercompany
Transaction.  Notwithstanding any covenant, restriction or
other provision contained in Section 6.01, 6.03, 6.04, 6.05, 6.07 and 6.08 and
any provision of the Intercompany Note, the transfer by Monchem International,
Inc., directly or indirectly, of any of its Subsidiaries organized in Japan or
Brazil (collectively, the “Transferred Assets”)
to Solutia Europe SPRL/BVBA (“Solutia Europe”) in
any transaction or a series of transactions, and the subsequent transfer by
Solutia Europe of such Transferred Assets to Flexsys Holdings B.V. shall be
permitted under this Agreement; provided that no
Event of Default or Default then exists or would immediately arise
therefrom.”

     

    (z) Amendment to
Exhibits.

     

    (i) The
exhibits to the Credit Agreement are hereby amended by adding a new Exhibit N
(Form of Lender Participation Notice) attached hereto as Exhibit 1.

     

    (ii) The
exhibits to the Credit Agreement are hereby amended by adding a new Exhibit O (Summary of Terms and Conditions of
Junior Lien Intercreditor Agreement) attached hereto as Exhibit
2.

     

    (aa) Amendment to
Schedules.

     

    (i) The
schedules to the Credit Agreement are hereby amended by adding a new Schedule 1.01(e)
(Specified Businesses)
attached hereto as Exhibit 3.

     

    (ii) The
schedules to the Credit Agreement are hereby amended by adding a new Schedule 6.05(xviii)
(Non-Guarantor Restricted
Subsidiary Investment Conditions) attached hereto as Exhibit
4.

     

    2. Effectiveness of this
Amendment.  This Amendment shall become effective on and as of
the date (the “First
Amendment Effective Date”) on which all of the following conditions
precedent have been satisfied:

     

    (a) Amendment.  The
Administrative Agent shall have received:

     

    (i) this
Amendment duly executed and delivered by Borrower;

     

    (ii) an
officer’s certificate signed on behalf of Borrower by a Financial Officer of
Borrower, certifying as of the date on which the Senior Notes price (the “Pricing Date”) that:
(A) the representations and warranties set forth in Article III of the Credit
Agreement and in the other

     

    


    
      
        
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    Loan
Documents are true and correct (or true and correct in all material respects if
not otherwise qualified by materiality or by a Material Adverse Effect) with the
same effect as if made on the First Amendment Effective Date (unless expressly
stated to relate to an earlier date, in which case such representations and
warranties shall be true and correct (or true and correct in all material
respects if not otherwise qualified by materiality or by a Material Adverse
Effect) as of such earlier date) and (B) the representations and warranties of
set forth in Section 3 herein are true and correct (or true and correct in all
material respects if not otherwise qualified by materiality or by a Material
Adverse Effect) on the Pricing Date;

     

    (iii) executed
Lender Consent Letters from the Requisite Lenders;

     

    (iv) the
attached Acknowledgement executed by Borrower and each Subsidiary Guarantor;
and

     

    (v) from
Kirkland & Ellis LLP, special counsel to the Loan Parties, a customary
written opinion addressed to each Agent and the Lenders, dated the First
Amendment Effective Date, customary in form, scope and substance.

     

     

    (b) Costs and
Expenses.  The Administrative Agent shall have
received:

     

    (i) for the
account of each Lender that executes and delivers a Lender Consent Letter to the
Administrative Agent on or before 5:00 p.m., New York City time, on October
1, 2009, an amendment fee equal to 0.25% of the outstanding principal amount
(calculated after giving effect to the prepayment required under Section 2(c)
below) of such Lender’s Loans; and

     

    (ii) all fees
required to be paid, and all expenses required to be paid under Section 6 of
this Amendment for which invoices have been presented (including the reasonable
fees and expenses of legal counsel), in connection with this Amendment (or
Borrower shall have made arrangements for the payment thereof satisfactory to
the Administrative Agent).

     

    (c) Loan
Prepayment.  The Borrower shall have prepaid, from the Net
Proceeds of the Senior Notes, the Loans in an aggregate principal amount equal
to the greater of (i) $200.0 million and (ii) the amount which is $100.0 million
less than the aggregate original principal amount of the Senior Notes, in each
case plus accrued interest thereon and a prepayment premium equal to (x) 2.00%
of the principal amount of the Loans prepaid if the First Amendment Effective
Date occurs prior to the second anniversary of the Effective Date or (y) 1.00%
of the principal amount of the Loans prepaid if the First Amendment Effective
Date occurs on or after the second anniversary of the Effective Date but prior
to the third anniversary of the Effective Date.

     

    (d) No Default. No
Default or Event of Default shall have occurred and be continuing or will result
from the execution, delivery or effectiveness of this Amendment.

     

    3. Representations and
Warranties.  Borrower represents and warrants as
follows:

     

    (a) Authority.  Borrower
and each Subsidiary Guarantor has the requisite corporate or other
organizational power and authority to execute and deliver this Amendment and the
attached Acknowledgement, and to perform its obligations hereunder and under the
Loan Documents (as amended or modified hereby) to which it is a
party.  The execution, delivery and performance by such Person of this
Amendment and Acknowledgement have been duly approved by all necessary corporate
or other organizational action and no other corporate or other organizational
proceedings are necessary to consummate such transactions.

     

    


    
      
        
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    (b) Enforceability.  This
Amendment has been duly executed and delivered by Borrower.  This
Amendment and the Credit Agreement (as amended or modified hereby) are the
legal, valid and binding obligation of Borrower, enforceable in accordance with
its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, moratorium, reorganization and other similar laws relating to or
affecting creditors’ rights generally and general principles of equity (whether
considered in a proceeding in equity or law).

     

    (c) No
Conflict.  The execution, delivery and performance of this
Amendment by Borrower does not (i) contravene any applicable provision of any
material applicable law of any Governmental Authority, (ii) result in any breach
of any of the terms, covenants, conditions or provisions of, or constitute a
default under, or result in the creation or imposition of (or the obligation to
create or impose) any Lien upon any of the property or assets of such Person
pursuant to, (A) the terms of any material indenture, loan agreement, lease
agreement, mortgage or deed of trust, or (B) any other material contractual
obligation, in the case of either clause (i) and (ii) to which such Person is a
party or by which it or any of its property or assets is bound, (iii) violate
any provision of the Organizational Documents of such Person, except with
respect to any conflict, breach or contravention or default referred to in
clauses (ii)(A) or (ii)(B), to the extent that such conflict, breach,
contravention or default could not reasonably be expected to have a Material
Adverse Effect or (iv) conflict with or violate any provision of the Credit
Agreement, the Loan Documents, the Revolving Credit Agreement or the Revolving
Credit Loan Documents.

     

    (d) No
Default.  No event has occurred and is continuing or will
result from the execution and delivery of this Amendment that would constitute a
Default or an Event of Default.

     

    4. Applicable
Law.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     

    5. WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT OR
ANY DOCUMENT EXECUTED IN CONNECTION WITH THIS AMENDMENT.  EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AMENDMENT AND ANY DOCUMENT EXECUTED IN CONNECTION WITH THIS AMENDMENT,
AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 5.

     

    6. Expenses;
Indemnity.  Without limiting Borrower’s obligations under
Section 9.05(a) of the Credit Agreement, Borrower hereby agrees to reimburse the
Administrative Agent for reasonable and documented out-of-pocket expenses,
including the reasonable fees and disbursements of counsel, incurred in
connection with this Amendment and the Permitted Loan Purchases.  The
provisions of Section 9.05(b) of each of the Credit Agreement are hereby
incorporated by reference herein as if fully set forth and in full force and
effect as if written in full herein except that the term “Indemnitees” shall be
deemed to expressly include this Amendment and the documents executed in
connection with this Amendment.

     

    7. Counterparts.

     

    


    
      
        
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        (a) This
Amendment may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original but all of
which when taken together shall constitute a single
contract.  Delivery of an executed signature page to this Amendment by
facsimile transmission or other electronic image scan transmission (e.g., “PDF”
or “tif” via e-mail) shall be as effective as delivery of a manually signed
counterpart of this Amendment.

         

        (b) The
execution and delivery of a Lender Consent Letter with respect to this Amendment
by any Lender shall be binding upon each of its successors and assigns and
binding in respect of all of its Loans, including any Loans acquired subsequent
to its execution and delivery hereof and prior to the effectiveness
hereof.

         

        8. Reference to and Effect on
the Loan Documents.

         

        (a) Upon and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Credit Agreement, and each reference in the other Loan
Documents to “the Credit Agreement”, “thereof” or words of like import referring
to the Credit Agreement, shall mean and be a reference to the Credit Agreement
as modified and amended hereby.

         

        (b) Except as
specifically amended above, the Credit Agreement and all other Loan Documents,
are and shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed and shall constitute the legal, valid, binding
and enforceable obligations of Borrower to the Agents and the other Secured
Parties, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, moratorium, reorganization and other similar laws relating to or
affecting creditors’ rights generally and general principles of equity (whether
considered in a proceeding in equity or law).

         

        (c) The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Agent or any other Secured Party under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.

         

        (d) To the
extent that any terms and conditions in any of the Loan Documents shall
contradict or be in conflict with any terms or conditions of the Credit
Agreement, after giving effect to this Amendment, such terms and conditions are
hereby deemed modified or amended accordingly to reflect the terms and
conditions of the Credit Agreement as modified or amended hereby.

         

        9. Integration.  This
Amendment, together with the other Loan Documents, incorporates all negotiations
of the parties hereto with respect to the subject matter hereof and is the final
expression and agreement of the parties hereto with respect to the subject
matter hereof.

         

        10. Severability.  In
case any provision in this Amendment shall be invalid, illegal or unenforceable,
such provision shall be severable from the remainder of this Amendment and the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

         

      

    

    [signature pages follow]

    
 

    
      
        
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    IN
WITNESS WHEREOF, the parties have entered into this Amendment as of the date
first above written.

     

    
      


      
        
          
            	 
      	
                    SOLUTIA
      INC.,

                    a Delaware corporation

                  
	 
      	
                     

                    By:  /s/
      James A. Tichenor

                  
	 
      	
                    Name:  James A.
    Tichenor

                  
	 
      	
                    Title: 
      Assistant Treasurer

                     

                  


          

        

      

      
 

    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      


      
        
          
            	 
      	
                    CITIBANK,
      N.A.,

                    as
      Administrative Agent

                  
	 
      	
                     

                    By: 
      /s/ David
      Jaffe

                  
	 
      	
                    Name:  David Jaffe

                  
	 
      	
                    Title: 
      Director/Vice President