exhibit_10-2.htm


     

     

    
      

      

    

     

    Exhibit
10.2

     

    Joinder
Agreement

     

    SUPPLEMENT
NO. 1 dated as of May 5, 2008, to the Security Agreement (the “Security Agreement”)
dated as of February 28, 2008, among SOLUTIA INC., a Delaware corporation (the
“Borrower”),
each Subsidiary of the Borrower listed on Schedule I
thereto (collectively, together with each other Subsidiary that becomes a party
thereto, the “Subsidiary
Guarantors” and, together with Borrower, the “Grantors”), and
CITIBANK, N.A., as collateral agent (in such capacity, together with its
successors in such capacity, the “Collateral Agent”) on
behalf of the Secured Parties (as defined in the Credit Agreement referred to
below).

     

    A.  Reference
is made to (a) 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 the Borrower, the Collateral Agent, Citibank, N.A., as
administrative agent (in such capacity and together with any successors in such
capacity, the “Administrative
Agent”) for the Lenders (as defined herein), the lending institutions
from time to time party thereto (the “Lenders”), and the
other agents party thereto, (b) the Guarantee Agreement, dated as of February
28, 2008, (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Guarantee
Agreement”), made by the Subsidiary Guarantors in favor of the Collateral
Agent, (c) the Pledge Agreement, dated February 28, 2008, made by certain
Grantors in favor of the Collateral Agent (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”),
and (d) the Indemnity, Subrogation, and Contribution Agreement, dated as of
February 28, 2008, made by certain Obligors in favor of the Agents (as amended,
restated, amended and restated, supplemented or otherwise modified from time to
time, the “Indemnity,
Subrogation, and Contribution Agreement” and, together with the Security
Agreement, the Guarantee Agreement, and the Pledge Agreement, the “Collateral
Documents”).

     

    B.  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Security Agreement.

     

    C.  Pursuant
to Section 5.15 of the Credit Agreement, each Subsidiary (other than any
Excluded Subsidiary) of the Borrower that was not in existence or not a
Subsidiary on the date of the Credit Agreement is required to enter into the
Collateral Documents upon becoming a Subsidiary.  Each of the
Collateral Documents provides that such Subsidiary may become a party to the
Collateral Documents by execution and delivery of an instrument in the form of
this Supplement.  The undersigned Subsidiary (the “New Subsidiary”) is
executing this Supplement in accordance with the requirements of the Credit
Agreement to become a party to the Collateral Documents.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Accordingly,
the Collateral Agent and the New Subsidiary agree as follows:

     

    SECTION 1.  In
accordance with Section 5.15 of the Credit Agreement, the New Subsidiary by
its signature below becomes a Grantor and Pledgor under each of the Collateral
Documents with the same force and effect as if originally named therein as a
party thereto and hereby (a) agrees to all terms and provisions of the
Collateral Documents applicable to it as a Grantor, Guarantor and Pledgor
thereunder and (b) represents and warrants that the representations and
warranties made by it as a Grantor, Guarantor and Pledgor thereunder are true
and correct in all material respects on and as of the date hereof (except to the
extent such representations and warranties relate to an earlier date and in such
case they shall be true and correct in all material respects as of such
date).  In furtherance of the foregoing, the New Subsidiary, as
security for the payment and performance in full of the Obligations (as defined
in the Security Agreement), does hereby create and grant to the Collateral Agent
for the benefit of the Secured Parties and their permitted successors and
assigns a security interest in and lien on all of the New Subsidiary’s right,
title and interest in and to the Collateral (as defined in the Security
Agreement) of the New Subsidiary.  Each of the Collateral Documents is
hereby incorporated herein by reference.

     

    SECTION 2.  The
New Subsidiary represents and warrants to the Collateral Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except that the enforcement
thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to creditors’ rights
generally.

     

    SECTION 3.  This
Supplement 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 Supplement
by facsimile or other electronic transmission (e.g., “PDF” or “tif” via e-mail)
shall be as effective as delivery of a manually signed counterpart of this
Supplement.

     

    SECTION 4.  The
New Subsidiary hereby represents and warrants that (a) all information set
forth in the Perfection Certificate (substantially in the form of Annex II to the
Security Agreement), including the schedules annexed thereto, has been duly
prepared, completed and executed by the New Subsidiary and the information set
forth therein is correct and complete in all material respects and (b) set forth
on Schedule I attached hereto is a true and correct schedule describing the
securities of the New Subsidiary being pledged hereunder.

     

    SECTION 5.  Except
as expressly supplemented thereby, each of the Collateral Documents shall remain
in full force and effect.

     

    SECTION 6.  THIS
SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION 7.  In
case any one or more of the provisions contained in this Supplement should be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and in the
Collateral Documents shall not in any way be affected or impaired thereby (it
being understood that the invalidity a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision in
any other jurisdiction).  The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable
provisions.

     

    SECTION 8.  All
communications and notices hereunder shall (except as otherwise expressly
permitted herein) be in writing and given as provided in Section 9.01 of
the Credit Agreement.  All communications and notices hereunder to any
New Subsidiary shall be given to it c/o the Borrower at the Borrower’s address
as provided in Section 9.01 of the Credit Agreement, with a copy to the
Borrower.

     

    SECTION 9.  The
New Subsidiary agrees to reimburse the Collateral Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the
reasonable fees, other charges and disbursements of counsel for the Collateral
Agent in each case in accordance with the terms of the Credit
Agreement.

     

    [Signature
Page Follows]

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed
this Supplement as of the day and year first above written.

     

    
      
        	
                S E
      Investment LLC

              
	 
      	 
      
	
                By:

              	
                /s/ James A.
      Tichenor

              
	
                Name:

              	
                James
      A. Tichenor

              
	
                Title:

              	
                Vice
      President and Treasurer

              
	
                Address:

              	
                575
      Maryville Centre Drive

                St.
      Louis, MO 63141

              
	 
      	 
      
	 
      	 
      
	
                CITIBANK,
      N.A.

                As
      Collateral Agent

              
	 
      	 
      
	
                By:

              	
                /s/ David
      Jaffe

              
	
                Name:

              	
                David
      Jaffe

              
	
                Title:

              	
                Director/Vice
      President