exhibit_10-1.htm


     

    
      
        

      



    EXHIBIT
10.1

    


    


    FIRST
AMENDMENT TO CREDIT AGREEMENT

    


    


    FIRST AMENDMENT (this “Amendment”), dated as
of May 29, 2009, to the Credit Agreement, dated as of February 28, 2008 (as
amended, restated, amended and restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”),
among  SOLUTIA INC., a Delaware corporation (the “U.S. Borrower”);
SOLUTIA EUROPE SPRL/BVBA, a private limited liability company incorporated under
Belgian law with registered office Chaussée de Boondael 6, 1050 Bruxelles,
registered with the Crossroads Bank for Enterprises under number 0460.474.440,
Commercial Court of Brussels (formerly known as Solutia Europe SA/NV, a limited
liability company) (“Solutia Europe”);
FLEXSYS SA/NV, a Belgian limited liability company (“société anonyme” /
“naamloze vennootschap”), having its registered office at Boondaalsesteenweg 6,
1050 Brussels, Belgium and registered with the Legal Entities Register (RPM/RPR
Brussels) under enterprise number 454.045.419 (together with Solutia Europe, the
“European
Borrowers”, and each, a “European Borrower”;
the European Borrowers, together with the U.S. Borrower, are the “Borrowers” and each,
a “Borrower”);
each of the Lenders; 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”)
and as Issuer (the "Issuer"); CITIBANK INTERNATIONAL PLC, as collateral agent
for the European Secured Parties and the other parties party
thereto.  Capitalized terms used herein without definition shall have
the meanings ascribed to them in the Credit Agreement.

     

    RECITALS

     

    A. Solutia
has entered into an agreement to sell the nylon business of Solutia (the “Nylon
Business”).

     

    B. The
Issuer has Issued certain Letters of Credit under the Credit Agreement to
support the Nylon Business.

     

    C. The U.S.
Borrower has requested that the Requisite Lenders amend certain provisions of
the Credit Agreement to provide that the Letter of Credit Obligations with
respect to the cash collateralized Letters of Credit issued to support the Nylon
Business not reduce the amount of the U.S. Revolving Credit Facility available
to the Borrower (except as otherwise provided herein).

     

    D. The
parties hereto have agreed to amend the Credit Agreement 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.

     

    (a) Amendments to Section 1.01 –
Defined Terms. Section 1.01 of the Credit Agreement is hereby amended by
deleting the definitions of the following terms as they appear in the Credit
Agreement in effect prior to the date hereof, and adding the following
definitions to Section 1.01, which shall be inserted in the proper alphabetical
order.

     

    “Revolving Credit
Commitment” means, with respect to each Revolving Credit Lender, the
commitment of such Revolving Credit Lender to make Revolving Credit Loans and
acquire interests in other Revolving Credit Outstandings in the aggregate
principal amount outstanding not to exceed the amount set forth opposite such
Revolving Credit Lender’s name on Schedule 2.01 under
the caption “Revolving Credit Commitment,” less such Revolving
Credit Lender’s Ratable Portion of the Backstopped L/C Obligations, if any, on
any date of determination (which reduction shall only be effective so long as
any Backstopped Letter of Credit remains outstanding), as amended to reflect
each Assignment and Acceptance executed by such Revolving Credit Lender and as
such amount may be reduced pursuant to this Agreement.  The aggregate
Revolving Credit Commitments on the Effective Date shall be $450.0
million.

     

    “U.S. Revolving Credit
Outstandings” means, as to each Revolving Credit Lender, the sum of the
outstanding principal amount of its U.S. Revolving Credit Loans and its Ratable
Portion of Letter of Credit Obligations (other than the Backstopped L/C
Obligations) and the U.S. Swing Obligations at such time.

     

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

     

    “Backstopped L/C
Obligations” means all Letter of Credit Obligations with respect to
Backstopped Letters of Credit

     

    “Backstopped Letters of
Credit” means, at any time, the Letters of Credit described on Schedule 1.01(m) to
the extent that the same are then cash collateralized in an amount equal to 103%
of the undrawn face amount thereof at such time on terms, and pursuant to
documentation, in form and substance reasonably satisfactory to the
Administrative Agent and the Collateral Agent.

     

    (c) Additional Amendment to
Credit Agreement.  The Credit Agreement is hereby further
amended by adding a new Schedule 1.01(m) thereto in the form set forth on Annex
A to this Amendment:

     

    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 the Borrowers;

     

    (ii) an
officer’s certificate signed on behalf of the U.S. Borrower by a Financial
Officer of the U.S. Borrower, certifying (A) that the representations and
warranties set forth in Article III of the Credit Agreement and in the other
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), (B) the representations and warranties
of Borrowers set forth in Section 3 herein are true and correct on the First
Amendment Effective Date and (C) no Default or Event of Default has occurred and
is continuing on the First Amendment Effective Date; and

     

    (iii) the
attached Acknowledgement executed by Subsidiary Guarantors.

     

    
      
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    (b) Representations and
Warranties; No Default.  (i) The representations and warranties
set forth in Article III of the Credit Agreement and in the other Loan
Documents 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) with the same effect as if then made (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 (ii) no Default has occurred and is continuing;

     

     

    (c) Costs and
Expenses.  The Administrative Agent shall have received payment
of all fees and, to the extent invoiced at least two (2) Business Days prior to
the Effective Date, expenses due in connection with this Amendment;
and

     

     

    (d) Lender Consent. The
Administrative Agent shall have received executed letters with respect to this
Amendment substantially in the form attached hereto as Annex B (a “Lender Consent
Letter”) from the Requisite Lenders.

     

    3. Representations and
Warranties.  The Borrowers represent and warrant as
follows:

     

    (a) Authority.  Each
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.

     

    (b) Enforceability.  This
Amendment has been duly executed and delivered by each Borrower.  This
Amendment and the Credit Agreement (as amended or modified hereby) are the
legal, valid and binding obligation of each 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 the Borrowers do 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) subject to the effectiveness of this Amendment, conflict
with or violate any provision of the Credit Agreement, the Loan Documents, the
Term Loan Credit Agreement or the Term Loan Documents.

     

    
      
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    (d) No
Default.  No event has occurred and is continuing that
constitutes 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. Counterparts.

     

    (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 Revolving Credit Commitments and Loans,
including any Revolving Credit Commitments or Loans acquired subsequent to its
execution and delivery hereof and prior to the effectiveness
hereof.

     

    6. 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.

     

    
      
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    7. 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.

     

    8. 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.

     

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

     

    [signature pages follow]

     

    
      
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    SOLUTIA INC.,

     

    as U.S.
Borrower

     

    By: 
/s/ James M.
Sullivan

    Name: 
James M. Sullivan

    Title: 
Executive Vice President, Chief Financial Officer and Treasurer

     


    
      
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    SOLUTIA EUROPE
SPRL/BVBA,

     

    as a
European Borrower

     

    By: 
/s/ Kristel
Deroover

    Name: 
Kristel Deroover

    Title: 
Manager/Director

     

     

    
      By: 
/s/ Jan Derycke

      Name: 
Jan Derycke

      Title: 
Manager

    


    
      
        
          S-2

        

         


      

      
         


        
          

        

      

      
         


      

    


    FLEXSYS NV,

     

    as a
European Borrower

     

    
      By: 
/s/ Kristel
Deroover

      Name: 
Kristel Deroover

      Title: 
Director

       

      
        By: 
/s/ Jan Derycke

        Name: 
Jan Derycke

        Title: 
Director

      

    

     

    
 

    
      
        
          Signature
Page to First Amendment to Credit Agreement

          


        

        
        

      

      
         


        
          

        

      

      
         


      

    


    CITIBANK, N.A.,

    as
Administrative Agent and Issuer

     

    


     

    By: 
 /s/ David
Jaffe                                                          

    Name: 
David Jaffe

    Title: 
Director/Vice President

    Signature Page to First Amendment to Credit Agreement

     

     

     

    Signature Page to First Amendment to Credit
Agreement