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                                                                Exhibit 10.2

                     AMENDMENT AND RESTATEMENT AGREEMENT


                           Dated 15 September 2006


                                     for

              SOLUTIA SERVICES INTERNATIONAL S.C.A./COMM. V.A.


                                 arranged by
                      CITIGROUP GLOBAL MARKETS LIMITED


                                    with


                         CITIBANK INTERNATIONAL PLC
                               acting as Agent


                                     and


                                CITIBANK, N.A.
                          acting as Security Agent


                   RELATING TO A FACILITY AGREEMENT DATED

                                26 July 2006




                                  Linklaters

                                Ref: SBL/SLG



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                                  CONTENTS

CLAUSE                                                                    PAGE

1.          Definitions and interpretation...................................1
2.          Representations..................................................2
3.          Amendment........................................................2
4.          Transaction expenses.............................................2
5.          Miscellaneous....................................................2
6.          Governing law....................................................2

                                THE SCHEDULES

SCHEDULE                                                                  PAGE

SCHEDULE 1 The Parties....................................................
SCHEDULE 2 Form of Amended Agreement......................................






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THIS AGREEMENT is dated 15 September 2006 and made between:

(1)     SOLUTIA EUROPE SA/NA (the "COMPANY");

(2)     SOLUTIA SERVICES INTERNATIONAL S.C.A./COMM. V.A. (the "BORROWER");

(3)     THE COMPANIES listed in Part I of Schedule 1 as guarantors (the
        "ORIGINAL GUARANTORS");

(4)     CITIGROUP GLOBAL MARKETS LIMITED as mandated lead arranged (the
        "ARRANGER");

(5)     THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as Lenders
        (the "ORIGINAL LENDERS");

(6)     CITIBANK INTERNATIONAL PLC as agent of the other Finance Parties (the
        "AGENT"); and

(7)     CITIBANK N.A., as security agent for the Secured Parties (the "SECURITY
        AGENT").

IT IS AGREED as follows:

1.      DEFINITIONS AND INTERPRETATION

1.1     DEFINITIONS

        In this Agreement:

        "AMENDED AGREEMENT" means the Original Facility Agreement, as
        amended and restated in the form set out in Schedule 2 (Form of
        Amended Agreement).

        "EFFECTIVE DATE" means the date of this Agreement.

        "ORIGINAL FACILITY AGREEMENT" means the (euro)200,000,000 Facility
        Agreement dated 26 July 2006 between the Company, the Borrower, the
        Original Guarantors, the Agent, the Arranger, the Security Agent and
        the Original Lenders.

1.2     INCORPORATION OF DEFINED TERMS

(a)     Unless a contrary indication appears, a term defined in the Original
        Facility Agreement has the same meaning in this Agreement.

(b)     The principles of construction set out in the Original Facility
        Agreement shall have effect as if set out in this Agreement.

1.3     CLAUSES

        In this Agreement any reference to a "Clause" or a "Schedule" is,
        unless the context otherwise requires, a reference to a Clause of or
        a Schedule to this Agreement.

1.4     THIRD PARTY RIGHTS

        A person who is not a party to this Agreement has no right under the
        Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy
        the benefit of any term of this Agreement.

1.5     DESIGNATION

        In accordance with the Original Facility Agreement, each of the
        Company and the Agent designate this Agreement as a Finance
        Document.

                                   - 1 -


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2.      REPRESENTATIONS

        Each Obligor makes the Repeating Representations to each Finance
        Party but as if references in Clause 18 (Representations) of the
        Original Facility Agreement were instead to this Agreement and, on
        the Effective Date, to the Amended Agreement.

3.      AMENDMENT

3.1     AMENDMENT

        With effect from the Effective Date the Original Facility Agreement
        shall be amended and restated in the form set out in Schedule 2
        (Form of Amended Agreement).

3.2     CONTINUING OBLIGATIONS

        The provisions of the Original Facility Agreement and the other
        Finance Documents shall, save as amended by this Agreement, continue
        in full force and effect.

4.      TRANSACTION EXPENSES

        The Company shall within three Business Days of demand reimburse the
        Agent for the amount of all costs and expenses (including legal
        fees) reasonably incurred by the Agent in connection with the
        negotiation, preparation, printing and execution of this Agreement
        and any other documents referred to in this Agreement.

5.      MISCELLANEOUS

5.1     INCORPORATION OF TERMS

        The provisions of Clause 30 (Notices) and Clause 37 (Enforcement) of
        the Original Facility Agreement shall be incorporated into this
        Agreement as if set out in full in this Agreement and as if
        references in those clauses to "this Agreement" are references to
        this Agreement.

5.2     COUNTERPARTS

        This Agreement may be executed in any number of counterparts, and
        this has the same effect as if the signatures on the counterparts
        were on a single copy of this Agreement.

6.      GOVERNING LAW

        This Agreement is governed by English law.

This Agreement has been entered into on the date stated at the beginning of
this Agreement.


                                    - 2 -


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                                 SIGNATURES

THE COMPANY

SOLUTIA SERVICES INTERNATIONAL S.C.A./COMM. V. A.

By:      KRISTEL DEROOVER

         Ad-hoc proxy-holder



ORIGINAL GUARANTORS

SOLUTIA EUROPE SA/NV

By:      VEERLE HENDRICKX

         Managing Director



CP FILMS VERTRIEBS GmbH

By:      ARTHUR BOWYER

         Managing Director



ORIGINAL LENDER

CITIBANK, N.A.

By:      DEVEN STHANKIYA



THE AGENT

CITIBANK INTERNATIONAL PLC

By:      DEVEN STHANKIYA

THE SECURITY AGENT



CITIBANK, N.A.

By:      NIALL CAMPBELL

         Vice President



THE ARRANGER

CITIGROUP GLOBAL MARKETS LIMITED

By:      DEVEN STHANKIYA

                                   - 3 -


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                              (euro)200,000,000

                             FACILITY AGREEMENT

                             dated 26 July 2006

               (as amended and restated on 15 September 2006)



                                     for



              SOLUTIA SERVICES INTERNATIONAL S.C.A./COMM. V.A.




                                 arranged by

                      CITIGROUP GLOBAL MARKETS LIMITED

                                 as Arranger



                                    with



                         CITIBANK INTERNATIONAL PLC

                          acting as Facility Agent

                                     and

                               CITIBANK, N.A.

                          acting as Security Agent

                                  Linklaters

                              Ref: SBL/CIXT/ALW



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                                  CONTENTS

CLAUSE                                                                    PAGE

                                  SECTION 1
                               INTERPRETATION

1.          Definitions and interpretation..................................1

                                  SECTION 2
                               THE FACILITIES

2.          The Facilities.................................................30
3.          Purpose........................................................31
4.          Conditions of Utilisation......................................31

                                  SECTION 3
                                 UTILISATION

5.          Utilisation....................................................33

                                  SECTION 4
                   REPAYMENT, PREPAYMENT AND CANCELLATION

6.          Repayment......................................................34
7.          Prepayment and cancellation....................................34

                                  SECTION 5
                            COSTS OF UTILISATION

8.          Interest.......................................................43
9.          Interest Periods...............................................45
10.         Changes to the calculation of interest.........................46
11.         Fees...........................................................47

                                  SECTION 6
                       ADDITIONAL PAYMENT OBLIGATIONS

12.         Tax gross-up and indemnities...................................48
13.         Increased costs................................................51
14.         Other indemnities..............................................52
15.         Mitigation by the Lenders......................................54
16.         Costs and expenses.............................................54

                                  SECTION 7
                           GUARANTEE AND SECURITY

17.         Guarantee and indemnity........................................55

                                  SECTION 8
             REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

18.         Representations................................................60
19.         Information undertakings.......................................67
20.         Financial covenants............................................74
21.         General undertakings...........................................81
22.         Events of Default..............................................89

                                  SECTION 9
                             CHANGES TO PARTIES

23.         Changes to the Lenders.........................................93
24.         Changes to the Obligors........................................97

                                      -i-

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                                 SECTION 10
                             THE FINANCE PARTIES

25.         Role of the Facility Agent and the Arranger....................99
26.         Conduct of business by the Finance Parties....................105
27.         Sharing among the Finance Parties.............................105

                                 SECTION 11
                               ADMINISTRATION

28.         Payment mechanics.............................................107
29.         Set-off.......................................................109
30.         Notices.......................................................110
31.         Calculations and certificates.................................111
32.         Partial invalidity............................................112
33.         Remedies and waivers..........................................112
34.         Amendments and waivers........................................112
35.         Counterparts..................................................113

                                 SECTION 12
                        GOVERNING LAW AND ENFORCEMENT

36.         Governing law.................................................114
37.         Enforcement...................................................114

                                THE SCHEDULES

SCHEDULE                                                                 PAGE

SCHEDULE 1 The Original Parties...........................................
SCHEDULE 2 Conditions precedent...........................................
SCHEDULE 3 Requests.......................................................
SCHEDULE 4 Mandatory Cost formulae........................................
SCHEDULE 5 Certificates...................................................
SCHEDULE 6 Form of Accession Letter.......................................
SCHEDULE 7 Form of Compliance Certificate.................................
SCHEDULE 8 Disposals......................................................
SCHEDULE 9 Timetables.....................................................
SCHEDULE 10 Security Principles...........................................
SCHEDULE 11 List of Security Documents....................................



                                     -ii-

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THIS AGREEMENT is dated 26 July 2006 and made between:

(1) SOLUTIA EUROPE SA/NV (the "COMPANY");

(2) SOLUTIA SERVICES INTERNATIONAL S.C.A./COMM V.A. (the "BORROWER");

(3) THE COMPANIES listed in Part I of Schedule 1 as original guarantors (the
    "ORIGINAL GUARANTORS");

(4) CITIGROUP GLOBAL MARKETS LIMITED as mandated lead arranger (the
    "ARRANGER");

(5) THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as lenders
    (the "ORIGINAL LENDERS");

(6) CITIBANK INTERNATIONAL PLC as facility agent of the other Finance
    Parties (the "FACILITY AGENT"); and

(7) CITIBANK. N.A. as security agent for the Secured Parties (the "SECURITY
    AGENT").

IT IS AGREED as follows:

                                  SECTION 1

                               INTERPRETATION

1.      DEFINITIONS AND INTERPRETATION

1.1     DEFINITIONS

        In this Agreement:

        "ACCESSION LETTER" means a document substantially in the form set
        out in Schedule 6 (Form of Accession Letter).

        "ACCOUNTANTS REPORT" means the report by PricewaterhouseCoopers in
        the Agreed Form.

        "ACCOUNTING MONTH" means each period of approximately thirty days
        ending on the last day of each calendar month in any financial year
        of the Company.

        "ACCOUNTING QUARTER" means each period of three Accounting Months
        ending on or about 31 March, 30 June, 30 September and 31 December
        in any financial year of the Company.

        "ADDITIONAL COST RATE" has the meaning given to it in Schedule 4
        (Mandatory Cost formulae).

        "ADDITIONAL DEBT" means, in relation to any Intercompany Debt, any
        money, debt or liability due, owing or incurred under or in
        connection with:

        (a)     any refinancing, deferral or extension of that Intercompany
                Debt;

        (b)     any further advance which may be made under any document,
                agreement or instrument supplemental to any relevant Finance
                Document together with any related interest, fees and costs;

        (c)     any claim for damages or restitution in the event of
                rescission of the Intercompany Debt or otherwise in
                connection with any relevant Finance Document;


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        (d)     any claim against any Obligor flowing from any recovery by
                an Obligor or any liquidator, receiver, administrator,
                administrative receiver, compulsory manager or other similar
                officer of a payment or discharge in respect of that
                Intercompany Debt on the grounds of preference or otherwise;
                and

        (e)     any amount (such as post insolvency interest) which would be
                included in any of the above but for any discharge, non
                provability, unenforceability or non allowability of the
                same in any insolvency or other proceedings.

        "ADDITIONAL GUARANTOR" means a company which becomes an Additional
        Guarantor in accordance with Clause 24 (Changes to the Obligors)
        (excluding for the avoidance of doubt any Original Guarantor).

        "AFFILIATE" means, in relation to any person, a Subsidiary of that
        person or a Holding Company of that person or any other Subsidiary
        of that Holding Company.

        "AGREED FORM" means, in relation to a document, that:

        (a)     it is in a form initialled by or on behalf of the Company
                and the Facility Agent on or before the signing of this
                Agreement for the purposes of identification; or

        (b)     if not falling within paragraph (a) above, it is in form and
                substance satisfactory to the Facility Agent (acting
                reasonably) and, in relation to any document which is not a
                documentary condition precedent falling within Clause 4.1,
                initialled by or on behalf of the Facility Agent for the
                purposes of identification, or in relation to a documentary
                condition precedent falling within Clause 4.1, notice has
                been given by the Facility Agent thereunder.

        "AMCIS" means Carbogen Amcis AG (formerly Amcis AG), incorporated in
        Switzerland with registered number CH-280.3.916.120-1 and whose
        registered office is at Hauptstrasse 159, 4416 Bubendorf,
        Switzerland as such company exists at the date of this Agreement.

        "APPLICABLE ACCOUNTING PRINCIPLES" means GAAP and practices and
        financial reference periods used in the Original Financial
        Statements.

        "AUTHORISATION" means an authorisation, consent, approval,
        resolution, licence, exemption, filing, notarisation or
        registration.

        "AVAILABLE COMMITMENT" means, in relation to a Facility, a Lender's
        Commitment under that Facility minus:

        (a)     the amount of its participation in any outstanding
                Utilisations under that Facility; and

        (b)     in relation to any proposed Utilisation, the amount of its
                participation in any Utilisations that are due to be made
                under that Facility on or before the proposed Utilisation
                Date.

        "AVAILABLE FACILITY" means, in relation to a Facility, the aggregate
        for the time being of each Lender's Available Commitment in respect
        of that Facility.

                                    -2-

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        "AVAILABILITY PERIOD" means the period from and including the date
        of this Agreement to and including 31 August 2006.

        "BANKRUPTCY EMERGENCE" means the time at which any direct or
        indirect shareholders of the Company who are or become subject to
        proceedings pursuant to Title 11 of the United States Code (the
        "Bankruptcy Code") emerge from such proceedings (whether by the
        occurrence of the effective date of a chapter 11 plan of
        reorganisation, the dismissal of a case under chapter 7 or chapter
        11 of the Bankruptcy Code, or otherwise) and are no longer required
        to seek bankruptcy court approval for actions taken outside the
        ordinary course of business.

        "BREAK COSTS" means the amount (if any) by which:

        (a)     the interest (excluding the Margin and Mandatory Costs (if
                any)) which a Lender should have received for the period
                from the date of receipt of all or any part of its
                participation in a Loan or Unpaid Sum to the last day of the
                current Interest Period in respect of that Loan or Unpaid
                Sum, had the principal amount or Unpaid Sum received been
                paid on the last day of that Interest Period;

        exceeds:

        (b)     the amount which that Lender would be able to obtain by
                placing an amount equal to the principal amount or Unpaid
                Sum received by it on deposit with a leading bank in the
                Relevant Interbank Market for a period starting on the
                Business Day following receipt or recovery and ending on the
                last day of the current Interest Period.

        "BUDGET" means the Business Plan and each budget supplied under and
        complying with Clause 19.6 (Annual Budget).

        "BUSINESS DAY" means a day (other than a Saturday or Sunday) on
        which banks are open for general business in London, Brussels and
        which is a TARGET Day.

        "BUSINESS PLAN" means the business plan in relation to the Group
        prepared by the Company and in the Agreed Form.

        "CAPITAL EXPENDITURE" means any expenditure which should in
        accordance with the Applicable Accounting Principles be treated as
        capital expenditure in the audited consolidated financial statements
        of the Group.

        "CASH" means any credit balance on any deposit, savings, current or
        other account, and any cash in hand, which is:

        (a)     freely withdrawable on demand;

        (b)     not subject to any Security (other than pursuant to any
                Security Document);

        (c)     denominated and payable in any freely transferable and
                freely convertible currency; and

        (d)     capable of being remitted to an Obligor.

        "CASH EQUIVALENT INVESTMENTS" means:

                                    -3-

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        (a)     securities with a maturity of less than 12 Months from the
                date of acquisition issued or fully guaranteed or fully
                insured by the Government of the United States or any member
                state of the European Union;

        (b)     commercial paper or other debt securities issued by an
                issuer rated at least A-1 by Standard & Poor's Ratings Group
                or P-1 by Moody's Investors Service, Inc. or a comparable
                rating from an internationally recognised rating agency and
                with a maturity of less than 12 Months; and

        (c)     any other instrument, security or investment approved by the
                Majority Lenders; or

        (d)     certificates of deposit or time deposits of any commercial
                bank (which has outstanding debt securities rated as
                referred to in paragraph (b) above) and with a maturity of
                less than 12 Months,

        (e)     repurchase agreements having maturities of not more than 90
                days from the date of acquisition which are entered into
                with major money centre banks which are members of the
                Federal Reserve System;

        (f)     money market accounts maintained with mutual funds having
                assets in excess of USD$2,500,000,000;

        (g)     tax exempt securities rated A or better by Moody's or A+ or
                better by Standard & Poor's; or

        (h)     readily marketable direct obligations issued by any state of
                the United States of America or any political subdivision
                thereof having one of the two highest rating categories
                obtainable from either Moody's or Standard & Poor's,

        in each case not subject to any Security or Quasi Security (other
        than pursuant to any Security Document), denominated and payable in
        any freely transferable and freely convertible currency and the
        proceeds of which are capable of being remitted to an Obligor.

        "CASH FLOW" has the meaning given to it in Clause 20 (Financial
        covenants).

        "CHANGE OF CONTROL" has the meaning given to it in Clause 8.5
        (Adjustment of Margin).

        "CHARGED ASSETS" means the assets over which Security is expressed
        to be created pursuant to any Security Document.

        "CHARGOR" means any person expressed to create Security pursuant to
        any Security Document.

        "CLOSING DATE" means the date falling two Business Days immediately
        after the first Utilisation.

        "COMMITMENT" means a Facility B1 Commitment or a Facility B2
        Commitment.

        "COMMITMENT LETTER" means the commitment letter attaching the term
        sheet dated on or about 8 June 2006 between the Borrower, the
        Company, the Arranger and the Facility Agent.

        "COMPLIANCE CERTIFICATE" means a certificate substantially in the
        form set out in Schedule 7 (Form of Compliance Certificate).

                                    -4-

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        "CONFIDENTIALITY UNDERTAKING" means a confidentiality undertaking
        substantially in the form agreed between the Company and the
        Arranger on or prior to the date of this Agreement or in any other
        form agreed between the Company and the Facility Agent.

        "CURE AMOUNT" has the meaning given to it in Clause 20.3(e)
        (Financial covenant calculations).

        "DEBT SERVICE" has the meaning given to it in Clause 20 (Financial
        covenants).

        "DEFAULT" means an Event of Default or any event or circumstance
        specified in Clause 22 (Events of Default) which would (with the
        lapse of time, the giving of notice, the making of any determination
        under the Finance Documents or any combination of any of the
        foregoing) be an Event of Default.

        "DISRUPTION EVENT" means either or both of:

        (a)     a material disruption to those payment or communications
                systems or to those financial markets which are, in each
                case, required to operate in order for payments to be made
                in connection with the Facilities (or otherwise in order for
                the transactions contemplated by the Finance Documents to be
                carried out) which disruption is not caused by, and is
                beyond the control of, any of the Parties; or

        (b)     the occurrence of any other event which results in a
                disruption (of a technical or systems-related nature) to the
                treasury or payments operations of a Party preventing that,
                or any other Party:

                (i)     from performing its payment obligations under the
                        Finance Documents; or

                (ii)    from communicating with other Parties in accordance
                        with the terms of the Finance Documents,

        and which (in either such case) is not caused by, and is beyond the
        control of, the Party whose operations are disrupted.

        "DIP FINANCING" means the facility agreement dated 16 January 2004
        between Solutia Inc., Solutia Business Enterprises, Inc., each
        Guarantor (as defined therein), the DIP Lenders and Citicorp USA,
        Inc. as collateral agent, administrative agent and documentation
        agent as amended from time to time.

        "DIP LENDER" means a lender under the DIP Financing.

        "DUE DILIGENCE REPORT" means the legal due diligence report by Allen
        & Overy LLP in the Agreed Form.

        "EBITDA" has the meaning given to it in Clause 20 (Financial
        covenants).

        "ENVIRONMENT" means living organisms including the ecological
        systems of which they form part and the following media:

        (a)     air (including air within natural or man-made structures,
                whether above or below ground);

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        (b)     water (including territorial, coastal and inland waters,
                water under or within land and water in drains and sewers);
                and

        (c)     land (including land under water).

        "ENVIRONMENTAL LAW" means all laws and regulations of any relevant
        jurisdiction which:

        (a)     have as a purpose or effect the protection of, and/or
                prevention of harm or damage to, the Environment;

        (b)     provide remedies or compensation for harm or damage to the
                Environment; or

        (c)     relate to Hazardous Substances or health and safety matters.

        "ENVIRONMENTAL LICENCE" means any Authorisation required at any time
        under Environmental Law.

        "ENVIRONMENTAL REPORT" means the report by Environment Resources
        Management in the Agreed Form.

        "ESCROW AGREEMENT" means the escrow agreement dated on or about the
        date of this Agreement between, among others, KBC Bank NV/SA,
        Citibank International plc, Citibank N.A., the Borrower, the
        Company, Carbogen Amcis AG and CP Films Vertriebs GmBH.

        "EURIBOR" means:

        (a)     the applicable Screen Rate; or

        (b)     (if no Screen Rate is available for the Interest Period of
                that Loan), the rate quoted by the Reference Bank or the
                arithmetic mean of the rates rounded upwards to four decimal
                places if there is more than one Reference Bank as supplied
                to the Facility Agent at its request quoted by the Reference
                Bank(s) to leading banks in the European interbank market,

        as of the Specified Time on the Quotation Day for the offering of
        deposits in euro for a period comparable to the Interest Period of
        the relevant Loan.

        "EURO NOTES" means the (euro)200,000,000 10% senior secured notes
        due 2008 issued by the Company.

        "EVENT OF DEFAULT" means any event or circumstance specified as such
        in Clause 22 (Events of Default).

        "EXCESS CASH FLOW" means, for any financial year of the Company,
        Cash Flow for that financial year, less:

        (a)     Debt Service for that financial year;

        (b)     prepayments of any Loans in that financial year under Clause
                7.11 (Voluntary prepayment of Loans);

        (c)     any amount included in Cash Flow for the Relevant Period
                which the Company is permitted to retain under Clause 7.5
                (Mandatory prepayment - Net Sale Proceeds); and

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        (d)     the amount of unspent Capital Expenditure during the current
                financial year which is permitted to be carried forward to
                the following financial year under Clause 20.2 (Capital
                Expenditure).

        "EXCLUDED COMPANY" means:

        (a)     subject to paragraph (b) below, Flexsys and Amcis;

        (b)     Amcis will, from the date falling 65 days after the Closing
                Date, be included as a member of the Group for all purposes
                (and excluded from this definition) if it has not been sold
                to a third party buyer by way of share sale on arms' length
                terms on or before such date.

        "FACILITY" means Facility B1 or Facility B2.

        "FACILITY B1" means the term loan facility made available under this
        Agreement as described in paragraph (a) of Clause 2.1 (The
        Facilities).

        "FACILITY B1 COMMITMENT" means:

        (a)     in relation to an Original Lender, the amount in euro set
                opposite its name under the heading "Facility B1 Commitment"
                in Part II of Schedule 1 (The Original Lenders) and the
                amount of any other Facility B1 Commitment transferred to it
                under this Agreement; and

        (b)     in relation to any other Lender, the amount in euro of any
                Facility B1 Commitment transferred to it under this
                Agreement,

        to the extent not cancelled, reduced or transferred by it under this
        Agreement.

        "FACILITY B1 LENDER" means:

        (a)     any Original Facility B1 Lender; and

        (b)     any bank, financial institution, trust, fund or other entity
                which has become a Facility B1 Lender in accordance with
                Clause 23 (Changes to the Lenders),

        which in each case has not ceased to be a Facility B1 Lender in
        accordance with this Agreement.

        "FACILITY B1 LOAN" means a loan made or to be made under Facility B1
        or the principal amount outstanding for the time being of that loan.

        "FACILITY B2" means the term loan facility made available under this
        Agreement as described in paragraph (b) of Clause 2.1 (The
        Facilities).

        "FACILITY B2 COMMITMENT" means:

        (a)     in relation to an Original Lender, the amount in euro set
                opposite its name under the heading "Facility B2 Commitment"
                in Part II of Schedule 1 (The Original Lenders) and the
                amount of any other Facility B2 Commitment transferred to it
                under this Agreement; and

        (b)     in relation to any other Lender, the amount in euro of any
                Facility B2 Commitment transferred to it under this
                Agreement,

                                    -7-

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        to the extent not cancelled, reduced or transferred by it under this
        Agreement.

        "FACILITY B2 LENDER" means:

        (a)     any Original Facility B2 Lender; and

        (b)     any bank, financial institution, trust, fund or other entity
                which has become a Facility B2 Lender in accordance with
                Clause 23 (Changes to the Lenders),

        which in each case has not ceased to be a Facility B2 Lender in
        accordance with the terms of this Agreement.

        "FACILITY B2 LOAN" means a loan made or to be made under Facility B2
        or the principal amount outstanding for the time being of that loan.

        "FACILITY OFFICE" means the office or offices notified by a Lender
        to the Facility Agent in writing on or before the date it becomes a
        Lender (or, following that date, by not less than five Business
        Days' written notice) as the office or offices through which it will
        perform its obligations under this Agreement.

        "FEE LETTER" means any letter or letters dated on or about the date
        of this Agreement between, as the case may be, the Arranger and the
        Company and/or the Borrower; or the Facility Agent and the Company
        and/or the Borrower; or the Security Agent and the Company and/or
        the Borrower; setting out any of the fees referred to in Clause 11
        (Fees).

        "FINANCE DOCUMENT" means this Agreement, each Accession Letter, the
        Commitment Letter, each Fee Letter, any Hedging Document, the
        Hedging Letter, the Intercreditor Agreement, each Security Document,
        the Escrow Agreement and any other document designated as such by
        the Facility Agent and the Company.

        "FINANCE PARTY" means the Facility Agent, the Arranger, a Lender or
        the Security Agent.

        "FINANCIAL INDEBTEDNESS" means any indebtedness for or in respect
        of:

        (a)     moneys borrowed;

        (b)     any amount raised by acceptance under any acceptance credit
                facility or dematerialised equivalent;

        (c)     any amount raised pursuant to any note purchase facility or
                the issue of bonds, notes, debentures, loan stock or any
                similar debt instrument;

        (d)     the amount of any liability in respect of any lease or hire
                purchase contract which would, in accordance with the
                Applicable Accounting Principles, be treated as a finance or
                capital lease;

        (e)     receivables sold or discounted (other than any receivables
                to the extent they are sold on a non-recourse basis and for
                these purposes, recourse will not include contractual
                damages for breach of warranty relating to the condition of
                the receivables sold);

                                    -8-

<PAGE>
<PAGE>

        (f)     any amount raised under any other transaction (including any
                forward sale or purchase agreement) having the commercial
                effect of a borrowing;

        (g)     any derivative transaction entered into in connection with
                protection against or benefit from fluctuation in any rate
                or price (and, when calculating the value of any derivative
                transaction, only the marked to market value shall be taken
                into account) for all purposes other than for the purposes
                of Clause 22.5 (Cross default) where only the relevant
                unpaid amount (if any) shall be taken into account;

        (h)     any counter-indemnity obligation in respect of a guarantee,
                indemnity, bond, standby or documentary letter of credit or
                any other instrument issued by a bank or financial
                institution;

        (i)     the amount of any liability in respect of any credit for
                goods and services supplied to the Group raised in the
                ordinary course of trade outstanding for more than 150 days
                after its customary date of payment; and

        (j)     the amount of any liability in respect of any guarantee for
                any of the items referred to in paragraphs (a) to (i) above.

        "FLEXSYS" means Flexsys Holding BV whose address is 51010
        Zutphenseweg, NL-7418 AJ Deventer, The Netherlands, and whose
        company number at the Commercial Register is 38023104.

        "FUNDS FLOW MEMORANDUM" means the funds flow memorandum in the
        Agreed Form containing details of the flow of funds on the Closing
        Date.

        "GAAP" means principles, standards and practices in the United
        States.

        "GERMAN OBLIGOR" means an Obligor incorporated in the Federal
        Republic of Germany.

        "GROUP" means the Company and its Subsidiaries other than any
        Excluded Company or Non-Recourse Subsidiary for the time being. For
        the avoidance of doubt, Flexsys does not fall with this definition.

        "GROUP STRUCTURE CHART" means the group structure chart in the
        Agreed Form.

        "GUARANTOR" means an Original Guarantor or an Additional Guarantor.

        "HAZARDOUS SUBSTANCE" means any waste, pollutant, contaminant or
        other substance (including any liquid, solid, gas, ion, living
        organism or noise) that may be harmful to human health or other life
        or the Environment or a nuisance to any person or that may make the
        use or ownership of any affected land or property more costly.

        "HEDGING BANK" means a Lender (or an Affiliate of a Lender) which
        has become a party to the Intercreditor Agreement as a Hedging Bank
        in accordance with the Intercreditor Agreement.

        "HEDGING DOCUMENTS" means the documents entered into between a
        member of the Group and a Hedging Bank for the purpose of
        implementing the hedging strategy required by the Hedging Letter.

        "HEDGING LETTER" means a letter dated on or about the date of this
        Agreement between the Arranger and the Company setting out the
        hedging strategy agreed in relation to the Facilities.

                                    -9-

<PAGE>
<PAGE>

        "HOLDING ACCOUNT" means the interest bearing account of the Borrower
        with Citibank N.A. with number 11648292.

        "HOLDING COMPANY" means, in relation to a company, corporation or
        other legal entity, any other company, corporation or other legal
        entity in respect of which it is a Subsidiary.

        "INCREASED COSTS" has the meaning given to it in Clause 13.1
        (Increased Costs).

        "INFORMATION MEMORANDUM" means the document in the form approved by
        the Company concerning the Group which, at the Company's request and
        on its behalf, will be prepared in relation to Syndication and
        distributed by the Arranger to selected financial institutions.

        "INFORMATION PACKAGE" means the Budget, the Business Plan, the
        Reports and the Information Memorandum.

        "INSURANCE PROCEEDS" has the meaning given to it in Clause 7.6
        (Mandatory prepayment - Insurance Proceeds).

        "INTELLECTUAL PROPERTY" means all trade marks, service marks, trade
        names, domain names, logos, get-up, patents, inventions, registered
        and unregistered design rights, copyrights, topography rights,
        database rights, rights in confidential information and know-how,
        and any associated or similar rights anywhere in the world, which it
        now or in the future owns or (to the extent of its interest) in
        which it now or in the future has an interest (in each case whether
        registered or unregistered and including any related licences and
        sub-licences of the same granted by it or to it, applications and
        rights to apply for the same).

        "INTERCOMPANY DEBT" means all present and future moneys, debts and
        liabilities due, owing or incurred by any Intercompany Borrower (as
        defined in the Intercreditor Agreement) to any Intercompany Lender
        (as defined in the Intercreditor Agreement) (in each case, whether
        alone or jointly, or jointly and severally, with any other person,
        whether actually or contingently and whether as principal, surety or
        otherwise) together with any related Additional Debt.

        "INTERCREDITOR AGREEMENT" means the intercreditor agreement entered
        into or to be entered into between the Facility Agent, the Security
        Agent, the Hedging Banks and the Obligors in the Agreed Form.

        "INTEREST PERIOD" means, in relation to a Loan, each period
        determined in accordance with Clause 9 (Interest Periods) and, in
        relation to an Unpaid Sum, each period determined in accordance with
        Clause 8.3 (Default interest).

        "JOINT VENTURE" means any joint venture entity, whether a company,
        unincorporated firm, undertaking, joint venture, association,
        partnership or any other entity.

        "LENDER" means a Facility B1 Lender or a Facility B2 Lender.

        "LIABILITIES" of a Chargor means all present and future moneys,
        debts and liabilities due, owing or incurred by it to any Secured
        Party under or in connection with any Secured Document (in each

                                    -10-

<PAGE>
<PAGE>

        case, whether alone or jointly, or jointly and severally, with any
        other person, whether actually or contingently and whether as
        principal, surety or otherwise).

        "LOAN" means a Facility B1 Loan or a Facility B2 Loan.

        "MAJORITY LENDERS" means, at any time, a Lender or Lenders:

        (a)     whose share in the outstanding Loans and whose undrawn
                Commitments then aggregate more than 66.67 per cent. of the
                aggregate of all the outstanding Loans and the undrawn
                Commitments of all the Lenders;

        (b)     if there is no Loan then outstanding, whose undrawn
                Commitments then aggregate more than 66.67 per cent. of the
                Total Commitments; or

        (c)     if there is no Loan then outstanding and the Total
                Commitments have been reduced to zero, whose Commitments
                aggregated more than 66.67 per cent. of the Total
                Commitments immediately before the reduction.

        "MANDATORY COST" means the percentage rate per annum calculated by
        the Facility Agent in accordance with Schedule 4 (Mandatory Cost
        formulae).

        "MARGIN" means 2.75 per cent. per annum subject to adjustment in
        accordance with Clause 8.5 (Adjustment of Margin).

        "MARGIN ADJUSTMENT DATE" has the meaning given to it in Clause 8.5
        (Adjustment of Margin).

        "MARKET REPORT" means the report by CRA International Inc. in the
        Agreed Form.

        "MASTER OPERATING AGREEMENT" means the master operating agreement
        entered into between Monsanto Company and Solutia, Inc. dated 1
        September 1997 as amended from time to time as described in further
        detail in the Due Diligence Report.

        "MATERIAL ADVERSE EFFECT" means a material adverse effect on or
        material adverse change in:

        (a)     ability of the Obligors, taken as a whole to perform and
                comply with their payment obligations under any Finance
                Document; or

        (b)     the ability of any Obligor to perform and comply with the
                financial covenants under the Facility Agreement; or

        (c)     the validity, legality or enforceability of any Finance
                Document.

        "MATERIAL SUBSIDIARY" means:

        (a)     a Subsidiary of the Company listed in the lists of Material
                Subsidiaries provided to the Facility Agent under Clause 4.1
                (Initial conditions precedent);

        (b)     a Subsidiary of the Company, the total assets, EBITDA or
                total revenues of which (unconsolidated where that
                Subsidiary itself has Subsidiaries) as at the date at which
                its latest audited financial statements were prepared or, as
                the case may be, for the financial period to which those
                financial statements relate account for 5 per cent. or more
                of the


                                    -11-

<PAGE>
<PAGE>

                consolidated total assets, EBITDA or total revenues
                of the Group (including for these purposes any Excluded
                Company) (all as calculated by reference to the latest
                audited consolidated financial statements of the Group);

        (c)     a Subsidiary of the Company which is a Holding Company of
                any Subsidiary in paragraph (b) above; or

        (d)     a Subsidiary of the Company to which it has been transferred
                (whether in a single transaction or a series of transactions
                (whether related or not)) the whole or substantially the
                whole of the assets of a Subsidiary which immediately prior
                to such transaction(s) was a Material Subsidiary.

        For the purposes of this definition:

        (i)     if a Subsidiary becomes a Material Subsidiary under
                paragraph (c) above, the Material Subsidiary by which the
                relevant transfer was made shall, subject to paragraph (b)
                above, cease to be a Material Subsidiary; and

        (ii)    if a Subsidiary is acquired by the Company after the end of
                the financial period to which the latest audited
                consolidated financial statements of the Group relate, those
                financial statements shall be adjusted as if that Subsidiary
                had been shown in them by reference to its then latest
                audited financial statements until audited consolidated
                financial statements of the Group for the financial period
                in which the acquisition is made have been prepared.

        "MONTH" means a period starting on one day in a calendar month and
        ending on the numerically corresponding day in the next calendar
        month, except that:

        (a)     if the numerically corresponding day is not a Business Day,
                that period shall end on the next Business Day in that
                calendar month in which that period is to end if there is
                one, or if there is not, on the immediately preceding
                Business Day; and

        (b)     if there is no numerically corresponding day in the calendar
                month in which that period is to end, that period shall end
                on the last Business Day in that calendar month.

        The above rules will only apply to the last Month of any period.

        "NON-CONSENTING LENDER" has the meaning given to it in Clause 7.13
        (Replacement of a Non-Consenting Lender or Non-Funding Lender).

        "NON-FUNDING LENDER" has the meaning given to it in Clause 7.13
        (Replacement of a Non-Consenting Lender or Non-Funding Lender).

        "NON-RECOURSE SUBSIDIARY" means a Subsidiary of the Company which is
        designated in writing by the Company to the Facility Agent as a
        Non-Recourse Subsidiary and:

        (a)     is a single purpose company whose sole business comprises
                the ownership, creation, development or exploitation of
                certain of its assets; and

                                    -12-

<PAGE>
<PAGE>

        (b)     the share capital or other ownership interests of which are
                organised such that liability for all financial and other
                obligations of that subsidiary are limited to that
                subsidiary and its assets and without any further recourse
                (including the absence of financial support, comfort or
                other assistance obligations), whether as a matter of law,
                regulation, contract or otherwise, to any other member of
                the Group other than (i) recourse falling within paragraph
                (q) of the definition of Permitted Security (ii) recourse
                falling within paragraph (n) of the definition of Permitted
                Guarantee or any (iii) obligations arising under a
                commercial contract otherwise permitted by the terms of this
                Agreement.

        "OBLIGOR" means the Company, the Borrower or a Guarantor.

        "ORIGINAL FACILITY B1 LENDER" means a Lender listed in Part II of
        Schedule 1 (The Original Lenders) as having a Facility B1
        Commitment.

        "ORIGINAL FACILITY B2 LENDER" means a Lender listed in Part II of
        Schedule 1 (The Original Lenders) as having a Facility B2
        Commitment.

        "ORIGINAL FINANCIAL STATEMENTS" means the unaudited consolidated
        financial statements of the Group for the financial year ended
        December 2005 filed by Solutia Inc. with the United States
        Securities and Exchange Commission on a Form 8-K on 19 April 2006,
        together with such statements for the period January to March 2006
        filed by Solutia Inc. with the United States Securities and Exchange
        Commission on a Form 8-K on 30 May 2006.

        "ORIGINAL OBLIGOR" means the Borrower or an Original Guarantor.

        "PARTICIPATING MEMBER STATE" means any member state of the European
        Communities that adopts or has adopted the euro as its lawful
        currency in accordance with legislation of the European Community
        relating to Economic and Monetary Union.

        "PARTY" means a party to this Agreement.

        "PERFECTION REQUIREMENTS" means the making of the appropriate
        registrations, filings or notifications of the Security Documents as
        specifically contemplated by the Security Principles.

        "PERFECTION REQUIREMENTS LIST" means the list of Perfection
        Requirements set out in paragraph 2(e) of part 1 of Schedule 2 of
        this Agreement.

        "PERMITTED ACQUISITION" means:

        (a)     the acquisition of, or investment in, any share or interest
                in any Permitted Non-Recourse Subsidiary;

        (b)     the acquisition by a member of the Group of any share or
                asset sold, leased, transferred or otherwise disposed of by
                another member of the Group in circumstances constituting a
                Permitted Disposal provided that the Security Agent, acting
                reasonably, is satisfied that the Finance Parties will enjoy
                the same or equivalent Security following completion of that
                acquisition;

                                    -13-

<PAGE>
<PAGE>

        (c)     an acquisition by way of merger on a solvent basis of any
                Obligor with any other Obligor provided that the Security
                Agent, acting reasonably, is satisfied that the Finance
                parties will enjoy the same or equivalent Security following
                completion of that acquisition; or

        (d)     acquisitions or investments where the consideration (when
                aggregated with the consideration for each other acquisition
                or investment not otherwise permitted under paragraph (a) to
                (c) above) does not exceed (euro)5,000,000 in any financial
                year of the Group.

        "PERMITTED DISPOSAL" means the sale, lease, transfer or other
        disposal(s) in each case on arms' length terms, and, in the case of
        paragraphs (n) to (p), provided that the Facility Agent has received
        in writing a certification of the directors of the disposing company
        that any apportionment of disposal proceeds has been carried out on
        a fair value basis:

        (a)     by any member of the Group in the ordinary course of
                business of the disposing entity;

        (b)     as a result of any Permitted Security;

        (c)     of assets to a Permitted Non-Recourse Subsidiary at a price
                not less than full market value;

        (d)     of obsolete or redundant vehicles, plant and equipment and
                which, in the reasonable opinion of the member of the Group
                making the sale, transfer or disposal, are not required for
                the efficient operation of its business;

        (e)     of assets in exchange for other assets comparable or
                superior as to type, value and quality;

        (f)     of assets by a Obligor to another member of the Group
                provided that the Secured Parties will enjoy the same or
                equivalent Security over those assets;

        (g)     of assets by a member of the Group which is not an Obligor
                to another member of the Group which is not an Obligor;

        (h)     to another member of the Group as part of a Permitted
                Merger;

        (i)     made with the prior written consent of the Majority Lenders;

        (j)     of Cash for purposes not otherwise prohibited by this
                Agreement;

        (k)     pursuant to a Permitted Sale and Leaseback;

        (l)     of all or any part of the shares in or assets of CP Films
                Vertriebs GmbH, provided that the Facility Agent has
                received in writing a certification of the directors of
                Solutia Europe S.A./N.V. that all or any part of the shares
                in or assets of CP Films Vertriebs GmbH have been disposed
                of at fair market value at the time of conclusion of a
                legally binding contract in respect of the disposal of CP
                Films Vertriebs GmbH;

        (m)     of Amcis;

        (n)     of the company referred to in paragraph (a) of Schedule 8
                (Disposals);

        (o)     of the assets referred to in paragraph (b) of Schedule 8
                (Disposals);

        (p)     of the assets referred to in paragraph (c) of Schedule 8
                (Disposals); or

                                    -14-

<PAGE>
<PAGE>

        (q)     of Cash Equivalent Investments:

                (i)     for Cash; or

                (ii)    in exchange for other Cash Equivalent Investments;

        (r)     pursuant to any Permitted Merger;

        (s)     where the higher of the market value and consideration
                receivable (when aggregated with the higher of the market
                value and/or consideration (as the case may be) receivable
                for any other sale, lease, transfer or other disposal, other
                than any permitted under paragraphs (a) to (r) above, does
                not exceed (euro)15,000,000 (or its equivalent in another
                currency or currencies).

        "PERMITTED FINANCIAL INDEBTEDNESS" means:

        (a)     any Financial Indebtedness arising under any Finance
                Document;

        (b)     any Financial Indebtedness arising under a Permitted Loan or
                a Permitted Guarantee;

        (c)     any Financial Indebtedness arising under a Permitted Hedging
                Transaction;

        (d)     any Financial Indebtedness incurred by a Permitted
                Non-Recourse Subsidiary; and

        (e)     any Financial Indebtedness under finance or capital leases
                of vehicles, plant, equipment or computers, where the
                aggregate capital value of all the items so leased by
                members of the Group does not exceed (euro)2,500,000 or its
                equivalent at any time;

        (f)     any Financial Indebtedness expressly permitted by the
                Majority Lenders;

        (g)     any Financial Indebtedness arising under a Permitted Sale
                and Leaseback;

        (h)     any Financial Indebtedness arising from factoring
                receivables on a recourse basis the aggregate amount of
                which does not exceed (euro)5,000,000 or its equivalent at
                any time;

        (i)     any Financial Indebtedness arising under the Permitted
                Revolving Credit Facility;

        (j)     any Financial Indebtedness under the intra-group loans set
                out in Schedule 7 of the Due Diligence Report on the terms
                as at the date of this Agreement or any refinancing of those
                loans where the principal amount of such loans cannot be
                increased and the terms of such loans cannot be on terms
                more onerous than the existing loans;

        (k)     any Financial Indebtedness arising from the honouring by a
                bank or other financial institution of a cheque, draft or
                similar instrument inadvertently (except in the case of
                daylight overdrafts) drawn against insufficient funds in the
                ordinary course of business provided that such Financial
                Indebtedness is discharged within 3 Business Days of
                occurrence; or

        (l)     any Financial Indebtedness not falling within paragraphs (a)
                to (k) above where the aggregate outstanding principal
                amount of which across the Group does not at any time exceed
                (euro)5,000,000 (or its equivalent in another currency or
                currencies).

                                    -15-

<PAGE>
<PAGE>

        "PERMITTED GUARANTEE" means:

        (a)     any guarantee arising under the Finance Documents;

        (b)     any guarantee issued by an Obligor in respect of the
                Financial Indebtedness of another Obligor;

        (c)     any guarantee issued by a member of the Group which is not
                an Obligor in respect of the Financial Indebtedness of
                another member of the Group which is not an Obligor;

        (d)     any guarantee issued by a member of the Group which is not
                an Obligor in respect of the Financial Indebtedness of an
                Obligor;

        (e)     any guarantee issued by a member of the Group in respect of
                the liabilities or obligations of a Permitted Non-Recourse
                Subsidiary;

        (f)     any guarantee issued by a member of the Group on arm's
                length terms (including any counter-indemnity obligation)
                and in the ordinary course of its trading, not in respect of
                Financial Indebtedness;

        (g)     any customary indemnity in relation to a Permitted Hedging
                Transaction;

        (h)     in respect of a netting or set-off arrangement entered into
                by a member of the Group in the ordinary course of its
                banking arrangements for the purpose of netting debit and
                credit balances for members of the Group, provided that the
                arrangement does not permit credit balances of Obligors to
                be netted or set off against debit balances of members of
                the Group which are not Obligors and the arrangement does
                not give rise to Security or Quasi Security over the assets
                of Obligors in support of liabilities of members of the
                Group which are not Obligors; or

        (i)     guarantees by Obligors in respect of Permitted Financial
                Indebtedness of other Obligors;

        (j)     the endorsement of negotiable instruments in the ordinary
                course of trade;

        (k)     the (euro)590,904 guarantee issued by the Company in favour
                of OVAM and any amendment or increase to the amount
                guaranteed as required by Belgian law;

        (l)     any guarantee issued by an Obligor in relation to the
                Financial Indebtedness of a member of the Group which is not
                an Obligor provided that the aggregate principal amount
                guaranteed at any time does not, when aggregated with:

                (i)     the amount of any loans outstanding at that time
                        which are permitted under paragraph (g) of the
                        definition of Permitted Loans; and

                (ii)    the amount of any shares issued at that time which
                        are permitted under paragraph (b) of the definition
                        of Permitted Share Transaction, (when aggregated
                        with all amounts previously paid in respect of any
                        such share issues),

                 exceed (euro)5,000,000 (or its equivalent in another currency
                 or currencies);

                                    -16-

<PAGE>
<PAGE>

        (m)     any guarantee not falling within paragraphs (a) to (l) above
                where that guarantee is an existing guarantee as set out in
                Part B of Schedule 7 of the Due Diligence Report on the
                terms as at the date of this Agreement or the replacement or
                amendment of such guarantee where (A) the principal amount
                of such guarantees (as amended or replaced) cannot be
                increased and (B) the terms of such guarantees cannot be on
                more onerous terms than the existing guarantees;

        (n)     any guarantee not falling within paragraphs (a) to (m) above
                where the aggregate liability (whether actual or contingent)
                of members of the Group under all such guarantees does not,
                when aggregated with the aggregate principal amount of any
                loans outstanding at that time which are permitted under
                paragraph (j) of the definition of Permitted Loan, at any
                time exceed (euro)5,000,000 (or its equivalent in another
                currency or currencies); or

        (o)     any guarantee given in respect of the obligations of a
                Non-Recourse Subsidiary given by its direct Holding Company
                provided that the recourse of the beneficiary in respect of
                that guarantee (by contract, law or otherwise) is limited to
                the shares in that Non-Recourse Subsidiary.

        "PERMITTED HEDGING TRANSACTION" means:

        (a)     any derivative transaction required by the Hedging Letter
                and documented by a Hedging Document and any replacement or
                extension (on similar terms and up to the maximum amount of
                the Financial Indebtedness under the Finance Documents);

        (b)     any unsecured derivative transaction to hedge actual or
                projected interest or forward exposures arising in the
                ordinary course of business of a member of the Group and not
                for speculative purposes; or

        (c)     existing unsecured currency hedging on the terms as at, and
                entered into prior to, the date hereof.

        "PERMITTED LOAN" means:

        (a)     any trade credit extended by any member of the Group to its
                customers in the ordinary course of its trading activities
                requiring payment within 150 days;

        (b)     a loan to a Restricted Person provided that:

                (i)     at the time such loan is made the aggregate of:

                        (A)     the principal available amount of the
                                Permitted Revolving Credit Facility (if any)
                                at the date it was made available; and

                        (B)     the daily average Cash on the Company's
                                balance sheet over the past 30 days prior to
                                the date of making such loan,

                is equal to or greater than (euro)25,000,000;

                                    -17-

<PAGE>
<PAGE>

                (ii)    the principal amount of all such loans does not
                        exceed, when aggregated with all aggregate dividends
                        referred to in paragraph (b)(i) of the definition of
                        Permitted Payment an amount equal to the aggregate
                        of (A) the principal available amount of the
                        Permitted Revolving Credit Facility (if any) at the
                        date it was made available, (B) (euro)10,000,000 (or
                        its equivalent in another currency or currencies)
                        and (C) Retained Cash (to the extent it has not been
                        applied or committed to be applied in accordance
                        with this Agreement for another purpose) provided
                        that:

                (iii)   any loan funded to the extent set out in paragraph
                        (b)(ii)(B) above is made to a Restricted Person to
                        which the circumstances contemplated in Clauses 22.6
                        (Insolvency) - 22.8 (Creditors' process) do not
                        apply.

        (c)     a loan made by an Obligor to another Obligor;

        (d)     a loan made by a member of the Group which is not an Obligor
                to another member of the Group which is not an Obligor;

        (e)     a loan made by a member of the Group which is not an Obligor
                to an Obligor;

        (f)     a loan made to a Permitted Non-Recourse Subsidiary;

        (g)     a loan made by an Obligor to another member of the Group
                which is not an Obligor provided that the aggregate
                principal amount of all such loans outstanding at any time
                does not, when aggregated with:

                (i)     the amount of any guarantees outstanding at that
                        time which are permitted under paragraph (i) of the
                        definition of Permitted Guarantees; and

                (ii)    the amount of any shares issued at that time which
                        are permitted under paragraph (b) of the definition
                        of Permitted Share Transaction (when aggregated with
                        all amounts previously paid in respect of any such
                        share issues),

                exceed (euro)5,000,000 (or its equivalent in another
                currency or currencies; or

        (h)     any loan as set out in Part A of Schedule 7 of the Due
                Diligence Report in the form as at the date of this
                Agreement and any amendment or refinancing of such loan,
                provided that the principal amount of such loan is not
                increased and any amendment to the terms of the loan is no
                less favourable to the creditor.

        (i)     a loan from a member of the Group to its employees provided
                that the aggregate amount of loans to directors or employees
                of members of the Group does not exceed (euro)10,000 at any
                time;

        (j)     any loan not falling within paragraphs (a) to (i) above the
                aggregate principal amount of which at any time does not,
                when aggregated with the aggregate principal amount of the
                Financial Indebtedness under any such loans and the
                aggregate liability (whether actual or contingent) of any
                guarantees at that time which are permitted under paragraph
                (m)(ii) of the


                                    -18-

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<PAGE>

                definition of Permitted Guarantee, exceed (euro)5,000,000
                (or its equivalent in another currency or currencies).

        "PERMITTED MERGER" means:

        (a)     an acquisition by way of merger provided that the
                acquisition is a Permitted Acquisition; or

        (b)     an amalgamation, demerger, merger, consolidation or
                corporate reconstruction on a solvent basis of a member of
                the Group (not involving the Company or the Borrower) where
                all of the business and assets of that member remain within
                the Group and, if that member of the Group was an Obligor
                immediately prior to that amalgamation, demerger, merger,
                consolidation or corporate reconstruction, all of the
                business and assets of that member are retained by one or
                more other Obligors,

                and:

                (A)     at that time no Event of Default has occurred and is
                        continuing or will arise as a result of such
                        amalgamation, demerger, merger, consolidation or
                        corporate reconstruction;

                (B)     the surviving entity of that amalgamation, demerger,
                        merger, consolidation or corporate reconstruction is
                        liable for the obligations of the member of the
                        Group is has merged with;

                (C)     the surviving entity of that amalgamation, demerger,
                        merger, consolidation or corporate reconstruction is
                        incorporated in the same jurisdiction as that member
                        of the Group; and

                (D)     the Facility Agent and the Security Agent are given
                        30 Business Days' notice by the Company of that
                        proposed amalgamation, demerger, merger,
                        consolidation or corporate reconstruction and the
                        Security Agent, acting reasonably, is satisfied that
                        the Finance Parties will enjoy the same or
                        equivalent Security over the same assets and over
                        that member of the Group and the shares in it (or
                        the shares of the surviving entity).

        (c)     Any other amalgamation, demerger, merger, consolidation or
                corporate reconstruction approved by the Majority Lenders.

        "PERMITTED NON-RECOURSE SUBSIDIARY" means a Non-Recourse Subsidiary:

        (a)     which is incorporated or established after the date of this
                Agreement;

        (b)     where no Default is continuing on the date of the
                acquisition of, or investment in, or transfer or loan to, or
                guarantee, Security or Quasi Security for the obligations
                of, the Non-Recourse Subsidiary or would occur as a result
                of the acquisition of or investment in, or transfer or loan
                to, or guarantee, Security or Quasi Security for the
                obligations of, a Non-Recourse Subsidiary; and

                                    -19-

<PAGE>
<PAGE>

        (c)     the amount invested in or paid to acquire any share or
                interest in, or value of assets transferred to, or lent to
                or the actual or contingent liability under any guarantee,
                Security or Quasi Security, does not exceed in aggregate
                (euro)2,500,000 (or its equivalent in another currency or
                currencies).

        "PERMITTED PAYMENT" means:

        (a)     approximately $9,000,000 (or its equivalent in another
                currency or currencies) payment of an intercompany
                receivable by the Company to Solutia Inc. immediately after
                the Closing Date; or

        (b)     any dividend:

                (i)     by the Company to its shareholders as at the date of
                        this Agreement in an amount not exceeding, when
                        aggregated with any loans referred to in paragraph
                        (b) of the definition of Permitted Loan, the maximum
                        amount set out in that paragraph and subject to the
                        conditions set out in paragraph (b)(i) and (iii) of
                        the definition of Permitted Loan;

                (ii)    to Solutia Inc. in its capacity as a minority
                        shareholder in certain Subsidiaries of the Company
                        to permit conformity with Belgian law in an amount
                        not exceeding, when aggregated with all other such
                        dividends, (euro)500,000 (or its equivalent in
                        another currency or currencies) in any financial
                        year of the Company;

        (c)     any payment, investment, dividend or distribution of any
                kind expressly permitted by the Majority Lenders;

        (d)     any payment in the ordinary course of trading in relation to
                licence fees for the use of Intellectual Property.

        "PERMITTED REVOLVING CREDIT FACILITY" means a revolving credit
        facility to be made available to the Borrower under the Finance
        Documents which satisfies all of the following terms and has been
        approved by the DIP Lenders or any other creditors in respect of
        Financial Indebtedness of any Restricted Person (to the extent
        required by the terms of any financing in relation thereto):

        (a)     it is provided to the Obligors by a Finance Party or a bank
                or financial institution which has a rating for its long
                term unsecured and non-credit enhanced debt obligations of
                BBB or higher by Standard & Poor's or Fitch or Baa or higher
                by Moody's or a comparable rating from an internationally
                recognised credit rating agency (the "RCF LENDER");

        (b)     the aggregate principal amount of the commitments of that
                facility do not at any time exceed (euro)20,000,000,
                although the facility may be drawn in other currencies as
                agreed between the Company and the RCF Lender;

        (c)     the termination date of the facility is no earlier than the
                Termination Date;

        (d)     the margin is no greater than 2.25 per cent. per annum;

                                    -20-

<PAGE>
<PAGE>

        (e)     the commitment fees shall not exceed an annual rate equal to
                50 per cent. of the margin of the facility;

        (f)     the facility ranks pari passu as to payments and security
                with the Facility;

        (g)     the facility must be paid down to zero (net of any Cash and
                Cash Equivalent Investments held by a member of the Group)
                for a period of 5 Business Days once in each financial year
                of the Company; and

        (h)     the facility is documented within this Agreement in
                accordance with usual market practice.

        "PERMITTED SALE AND LEASEBACK" means the sale and leaseback of the
        real estate assets at Rue Laid Burniat 3, 1348, Ottignies,
        Louvain-la-Neuve, Belgium.

        "PERMITTED SECURITY" means:

        (a)     any Security or Quasi Security created pursuant to any
                Finance Document;

        (b)     any netting or set-off arrangement entered into under a
                Permitted Hedging Transaction where the obligations of the
                parties are calculated by reference to net exposure under
                that Permitted Hedging Transaction;

        (c)     any Security or Quasi Security over or affecting any asset
                acquired by a member of the Group after the date of this
                Agreement, if:

                (i)     the Security or Quasi Security was not created in
                        contemplation of the acquisition of that asset by a
                        member of the Group;

                (ii)    the principal amount secured has not been increased
                        in contemplation of or since the acquisition of that
                        asset by a member of the Group; and

                (iii)   the Security or Quasi Security is removed or
                        discharged within six Months of the date of
                        acquisition of such asset;

        (d)     any netting or set-off arrangement entered into by a member
                of the Group in the ordinary course of its banking
                arrangements for the purpose of netting debit and credit
                balances of members of the Group, provided that the
                arrangement does not permit credit balances of Obligors to
                be netted or set off against debit balances of members of
                the Group which are not Obligors and the arrangement does
                not give rise to other Security or Quasi Security over the
                assets of Obligors in support of liabilities of members of
                the Group which are not Obligors;

        (e)     any Quasi Security arising as a result of a sale, transfer
                or other disposal which is a Permitted Disposal;

        (f)     any lien (or in relation to standard terms and conditions of
                any bank in Belgium or Germany, pledge) arising by operation
                of law or any lien or retention of title arrangement arising
                by a contract having an equivalent effect (including those
                arising under the standard terms and conditions of any bank
                with which any member of the Group is permitted to have
                accounts


                                    -21-

<PAGE>
<PAGE>

                under this Agreement) and in the ordinary course of business
                and not as a result of any default or omission by any member
                of the Group unless being contested in good faith and
                adequate reserves have been set aside for payment thereof in
                accordance with GAAP;

        (g)     any Security or Quasi Security entered into in connection
                with the Euro Notes provided such Security or Quasi Security
                is removed or discharged on the Closing Date;

        (h)     any Security or Quasi Security:

                (i)     created after the commencement of legal proceedings
                        with a view to preserving the status quo between the
                        litigants pending the outcome of those proceedings,
                        provided that such Security or Quasi Security does
                        not secure Financial Indebtedness exceeding in
                        aggregate (euro)1,000,000 (or its equivalent in
                        another currency or currencies) at any time and is
                        released forthwith upon final determination of such
                        litigation; or

                (ii)    arising pursuant to an order of attachment,
                        distraint, garnishee or injunction restraining
                        disposal of assets or similar legal process arising
                        in connection with court proceedings being contested
                        by the relevant member of the Group in good faith,

                provided that, in the case of both sub-paragraphs (i)(i)
                and (i)(ii), such Security or Quasi Security shall be
                created or arise solely pursuant to a legal obligation or
                requirement;

(i)     any Security or Quasi Security created with the prior written
        consent of the Majority Lenders;

(j)     any Security or Quasi Security over goods, documents of title to
        goods and related documents and insurances and their proceeds to
        secure liabilities of any member of the Group in respect of a letter
        of credit or other similar instrument issued for all or part of the
        purchase price and costs of shipment, insurance and storage of goods
        acquired by any member of the Group in the ordinary course of
        trading or business;

(k)     any Security or Quasi Security securing the permitted refinancing of
        any Financial Indebtedness allowed to be secured in accordance with
        paragraphs (a) and (c) above where the principal amount secured has
        not been increased above the then outstanding amount of Financial
        Indebtedness refinanced;

(l)     any lien (including for the avoidance of doubt, any legal mortgage
        ("wettelijke hypotheek")) for taxes, assessments and governmental
        charges with respect of which adequate reserves have been set aside
        for the payment thereof in accordance with GAAP and with respect to
        which (i) such lien for taxes is not more than 30 days overdue, or
        (ii) if such lien is more than 30 days overdue, it is being
        contested in good faith and adequate reserves have been set aside
        for the payment thereof in accordance with GAAP;

(m)     easements, zoning restrictions and similar encumbrances on real
        property and minor irregularities in the title thereto that do not
        (i) secure obligations for the payment of money or (ii) materially
        impair the value of such property or its use by any member of the
        Group in the ordinary course of business;

                                    -22-

<PAGE>
<PAGE>

(n)     any Security or Quasi Security arising under any retention of title,
        hire purchase or conditional sale arrangement or arrangements having
        similar effect in respect of goods supplied to a member of the Group
        in the ordinary course of business and not as a result of any
        default or omission by any member of the Group;

(o)     any Quasi Security arising as a result of any factoring of
        receivables permitted under paragraph (h) of the definition of
        Permitted Financial Indebtedness;

(p)     any Security or Quasi Security created or subsisting to secure any
        obligations incurred in order to comply with the requirements of
        Section 8a of the German Partial Retirement Act
        (Altersteilzeitgesetz) and/or Section 7d of the German
        Sozialgesetzbuch IV;

(q)     any Security created over the shares in a Non-Recourse Subsidiary;
        and

(r)     any Security or Quasi Security securing indebtedness the principal
        amount of which (when aggregated with the principal amount of any
        other indebtedness which has the benefit of Security or Quasi
        Security given by any member of the Group other than any permitted
        under paragraphs (a) to (q) above) does not at any time exceed
        (euro)1,500,000 (or its equivalent in another currency or
        currencies).

        "PERMITTED SHARE TRANSACTION" means:

(a)     the reduction by the Company or any of its Subsidiaries of its share
        capital by way of incorporating previous losses or any capital
        increase by the Company or any of its subsidiaries by way of an
        incorporation of reserves with or without the issuance of new shares
        provided that in each case (i) there is no impact on cash available
        to such person as a result thereof, (ii) such reduction does not
        have a prejudicial effect on the Security granted pursuant to the
        Security Documents, (iii) prior written notice is given to the
        Facility Agent; and (ii) there is no resulting or outstanding Event
        of Default; or

(b)     the issue of ordinary and fully paid up shares, provided (in the
        case of a Subsidiary of the Company) those shares are:

        (i)     the subject of Security in favour of the Secured Parties on
                terms pursuant to the Security Documents; and

        (ii)    where such shares are issued by a member of the Group which
                is not an Obligor to an Obligor, the aggregate principal
                amount paid in respect of such shares, does not when
                aggregated with:

                (A)     all amounts previously paid in respect of any such
                        share issues; and

                (B)     the amount of any loans outstanding at that time
                        which are permitted under paragraph (g) of the
                        definition of Permitted Loans; and

                (C)     the amount of any guarantees outstanding at that
                        time which are permitted under paragraph (i) of the
                        definition of Permitted Guarantees

                exceed (euro)2,500,000 (or its equivalent in another
                currency or currencies);

                                    -23-

<PAGE>
<PAGE>

        (c)     any issue of Shares authorised by the Majority Lenders in
                writing.

        "PHARMA BUSINESS" means Solutia, Inc.'s pharmaceutical services
        business, owned and operated primarily by Amcis, which provides
        leading pharmaceutical companies with pharmaceutical development
        expertise, including process research and manufacturing services,
        which allows pharmaceutical companies to bridge the gap from
        discovery of new drugs to the manufacturing of those drugs.

        "PREPAYMENT ACCOUNT" means the interest bearing account of the
        Borrower with Citibank N.A. with account number 11648306.

        "PREPAYMENT DATE" has the meaning given to it in Clause 7.9
        (Prepayment Account).

        "QUALIFYING LENDER" has the meaning given to it in Clause 12 (Tax
        gross-up and indemnities).

        "QUASI SECURITY" means a transaction under which any member of the
        Group will:

        (a)     sell, transfer or otherwise dispose of any of its assets on
                terms whereby they are or may be leased to or re-acquired by
                any other member of the Group;

        (b)     sell, transfer or otherwise dispose of any of its
                receivables on recourse terms;

        (c)     enter into any arrangement under which money or the benefit
                of a bank or other account may be applied, set-off or made
                subject to a combination of accounts; or

        (d)     enter into any other preferential arrangement having a
                similar effect,

        in circumstances where the arrangement or transaction is entered
        into primarily as a method of raising Financial Indebtedness or of
        financing the acquisition of an asset.

        "QUOTATION DAY" means, in relation to any period for which an
        interest rate is to be determined two TARGET Days before the first
        day of that period unless market practice differs in the Relevant
        Interbank Market for a currency, in which case the Quotation Day for
        that currency will be determined by the Facility Agent in accordance
        with market practice in the Relevant Interbank Market (and if
        quotations for that currency and period would normally be given by
        leading banks in the Relevant Interbank Market on more than one day,
        the Quotation Day will be the last of those days).

        "RECEIPT DATE" has the meaning given to it in Clause 7.9 (Prepayment
        Account).

        "REFERENCE BANKS" means the principal office of Citibank, N.A., or
        such other banks as may be appointed by the Facility Agent in
        consultation with the Company.

        "REINVESTMENT PREPAYMENT DATE" has the meaning given to it in Clause
        7.8 (Holding Account).

        "REINVESTMENT RECEIPT DATE" has the meaning given to it in Clause
        7.8 (Holding Account).

        "RELATED FUND" means, in relation to a trust, fund or other entity,
        another trust, fund or other entity which is:

                                    -24-

<PAGE>
<PAGE>

        (a)     regularly engaged in or established for the purpose of
                making, purchasing or investing in loans, securities or
                other financial assets; and

        (b)     has the same fund manager or asset manager or is owned by
                the same person as the first trust, fund or other entity.

        "RELEVANT INTERBANK MARKET" means the European interbank market.

        "RELEVANT JURISDICTION" means, in relation to an Obligor:

        (a)     its jurisdiction of incorporation; and

        (b)     the jurisdiction whose laws govern any of the Security
                Documents entered into by it.

        "RELEVANT PERIOD" has the meaning given to it in Clause 20.4
        (Definitions).

        "REPEATING REPRESENTATIONS" means each of the representations set
        out in Clause 18.1 (Status), Clause 18.2 (Binding obligations),
        Clause 18.4 (Power and authority) to Clause 18.6 (Governing law and
        enforcement), Clause 18.12 (Financial statements) to Clause 18.18
        (Group structure), Clause 18.20 (Shares) and Clause 18.21(a) and (b)
        (Intellectual property).

        "REPORTS" means the documents listed in paragraph 5 of Part 1 of
        Schedule 2 (Conditions Precedent).

        "RESERVATIONS" means any general principles of law limiting the
        obligations of any Obligor which are specifically referred to in any
        legal opinion delivered pursuant to Clause 4 (Conditions of
        Utilisation) or Clause 24 (Changes to the Obligors).

        "RESTRICTED PERSON" means Solutia Inc. and any Subsidiary of Solutia
        Inc. which is not a member of the Group.

        "RETAINED CASH" means any Excess Cash Flow that the Company is not
        required to prepay under Clause 7.7 (Mandatory Prepayment - Excess
        Cash Flow) in relation to any financial year of the Company until it
        has been applied or committed to be applied in any of the way
        contemplated in paragraphs (a) to (f) below:

        (a)     in satisfaction of the purchase price of a Permitted
                Acquisition;

        (b)     in payment of Capital Expenditure under Clause 20.2 (Capital
                Expenditure);

        (c)     in or towards a Permitted Payment;

        (d)     in or towards a Permitted Non-Recourse Subsidiary;

        (e)     in making a loan falling within paragraph (b) of the
                definition of Permitted Loan; or

        (f)     any other payment permitted to be made under this Agreement
                from Retained Cash;

        "SALE" has the meaning given to it in Clause 7.2 (Sale).

        "SCREEN RATE" means the percentage rate per annum determined by the
        Banking Federation of the European Union for the relevant period,
        displayed on the appropriate page of the Telerate screen. If


                                    -25-

<PAGE>
<PAGE>

        the agreed page is replaced or service ceases to be available, the
        Facility Agent may specify another page or service displaying the
        appropriate rate after consultation with the Company and the
        Lenders.

        "SECURED DOCUMENTS" means the Finance Documents and the Hedging
        Documents.

        "SECURED PARTY" means a Finance Party or a Hedging Bank.

        "SECURITY" means a mortgage, charge, pledge, lien or other security
        interest securing any obligation of any person or any other security
        interest.

        "SECURITY DOCUMENTS" means:

        (a)     the documents listed in paragraph 2 of Part I and paragraph
                13 of Part II of Schedule 2 (Conditions precedent); and

        (b)     any other security document that may at any time be given as
                security for any of the Liabilities pursuant to or in
                connection with any Secured Document.

        "SECURITY PRINCIPLES" means the principles in the Agreed Form set
        out in Schedule 9 (Security Principles).

        "SECURITY PROPERTY" has the meaning given to it in the Intercreditor
        Agreement.

        "SELECTION NOTICE" means a notice substantially in the form set out
        in Part II of Schedule 3 (Requests) given in accordance with Clause
        9 (Interest Periods) in relation to a Facility.

        "SOLUTIA INC." means Solutia Inc. incorporated in Delaware with
        Federal Employer ID Number 43-1891797 and whose registered office is
        at 575 Maryville Centre Drive, P.O. Box 66760, St. Louis, MO
        63166-7670, USA as such company exists at the date of this
        Agreement.

        "SPECIFIED TIME" means a time determined in accordance with Schedule 9
        (Timetables).

        "SUBSIDIARY" means in relation to any company, corporation or other
        legal entity, (a "HOLDING COMPANY"), a company, corporation or other
        legal entity:

        (a)     which is controlled, directly or indirectly, by the holding
                company;

        (b)     more than half the issued share capital of which is
                beneficially owned, directly or indirectly, by the holding
                company; or

        (c)     which is a subsidiary of another Subsidiary of the holding
                company,

        and, for this purpose, a company or corporation shall be treated as
        being controlled by another if that other company or corporation is
        able to determine the composition of the majority of its board of
        directors or equivalent body. For the avoidance of doubt Flexsys
        does not fall within this definition.

        "SYNDICATION" means general syndication of the Facilities.

        "SYNDICATION DATE" means the earlier of:

                                    -26-

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<PAGE>

        (a)     the date 3 months after the later of the date of the
                Facility Agreement and the date of commencement of
                syndication which will be commenced as soon as possible and
                no later than the Closing Date; and

        (b)     the date (as determined by the Arranger and notified to the
                Company) on which Syndication has been completed and the
                additional syndicate members have become bound by this
                Agreement.

        "TARGET" means Trans-European Automated Real-time Gross Settlement
        Express Transfer payment system.

        "TARGET DAY" means any day on which TARGET is open for the
        settlement of payments in euro.

        "TAX" means any tax, levy, impost, duty or other charge or
        withholding of a similar nature (including any penalty or interest
        payable in connection with any failure to pay or any delay in paying
        any of the same).

        "TAXES ACT" means the Income and Corporation Taxes Act 1988.

        "TAX PAYMENT" has the meaning given to it in Clause 12.1
        (Definitions).

        "TAX STATUS CERTIFICATE" means a certificate substantially in the
        form set out in Schedule 5 Part II (Form of Tax Status Certificate).

        "TERMINATION DATE" means the date which is 5 years after the Closing
        Date.

        "TOTAL COMMITMENTS" means the aggregate of the Total Facility B1
        Commitments and the Total Facility B2 Commitments, being
        (euro)200,000,000 at the date of this Agreement.

        "TOTAL FACILITY B1 COMMITMENTS" means the aggregate of the Facility
        B1 Commitments, being (euro)160,000,000 at the date of this
        Agreement.

        "TOTAL FACILITY B2 COMMITMENTS" means the aggregate of the Facility
        B2 Commitments, being (euro)40,000,000 at the date of this
        Agreement.

        "TRANSFER CERTIFICATE" means a certificate substantially in the form
        set out in Schedule 5 Part I (Form of Transfer Certificate) or any
        other form agreed between the Facility Agent and the Company.

        "TRANSFER DATE" means, in relation to a transfer, the later of:

        (a)     the proposed Transfer Date specified in the Transfer
                Certificate; and

        (b)     the date on which the Facility Agent executes the Transfer
                Certificate.

        "UNPAID SUM" means any sum due and payable but unpaid by an Obligor
        under the Finance Documents.

        "UTILISATION" means a Loan.

        "UTILISATION DATE" means the date on which a Utilisation is, or is
        to be, made.

                                    -27-

<PAGE>
<PAGE>

        "UTILISATION REQUEST" means a notice substantially in the form set
        out in Part I of Schedule 3 (Requests).

        "VAT" means value added tax as provided for in the Value Added Tax
        Act 1994 and any other tax of a similar nature.

1.2     CONSTRUCTION

(a)     Unless a contrary indication appears, any reference in this
        Agreement to:

        (i)     the "FACILITY AGENT", the "ARRANGER", any "FINANCE PARTY",
                the "HEDGING BANK", any "LENDER", any "OBLIGOR", any "PARTY"
                or the "SECURITY AGENT" shall be construed so as to include
                its successors in title, permitted assigns and permitted
                transferees;

        (ii)    "ASSETS" includes present and future properties, revenues
                and rights of every description;

        (iii)   "DOLLARS" means the lawful currency for the time being of
                the United States of America.

        (iv)    "GUARANTEE" means any guarantee, letter of credit, bond,
                indemnity or similar assurance against loss, or any
                obligation, direct or indirect, actual or contingent, to
                purchase or assume any indebtedness of any person or to make
                an investment in or loan to any person or to purchase assets
                of any person where, in each case, such obligation is
                assumed in order to maintain or assist the ability of such
                person to meet its indebtedness;

        (v)     a "SECURED DOCUMENT" or any other agreement or instrument is
                a reference to that Secured Document or other agreement or
                instrument as amended, novated, supplemented, extended,
                restated (however fundamentally and whether or not more
                onerous) or replaced and includes any change in the purpose
                of, any extension of or any increase in any facility or the
                addition of any new facility under that Secured Document or
                other agreement or instrument;

        (vi)    "INDEBTEDNESS" includes any obligation (whether incurred as
                principal or as surety) for the payment or repayment of
                money, whether present or future, actual or contingent;

        (vii)   a "PERSON" includes any person, firm, company, corporation,
                government, state or agency of a state or any association,
                trust or partnership (whether or not having separate legal
                personality) or two or more of the foregoing;

        (viii)  a "REGULATION" includes any regulation, rule, official
                directive, request or guideline (whether or not having the
                force of law but, if not having force of law, one that is
                customarily complied with in the relevant jurisdiction of
                any governmental, intergovernmental or supranational body,
                agency, department or regulatory, self-regulatory or other
                authority or organisation;

        (ix)    "SHARES" or "SHARE CAPITAL" includes equivalent ownership
                interests (and "SHAREHOLDER" and similar expressions shall
                be construed accordingly);

        (x)     a provision of law is a reference to that provision as
                amended or re-enacted; and

        (xi)    a time of day is a reference to London time.

                                    -28-

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<PAGE>

(b)     Section, Clause and Schedule headings are for ease of reference
        only.

(c)     Unless a contrary indication appears, a term used in any other
        Finance Document or in any notice given under or in connection with
        any Finance Document has the same meaning in that Finance Document
        or notice as in this Agreement.

(d)     A Default or an Event of Default is "CONTINUING" if it has not been
        remedied or waived.

1.3     THIRD PARTY RIGHTS

        A person who is not a Party has no right under the Contracts (Rights
        of Third Parties) Act 1999 to enforce or to enjoy the benefit of any
        term of this Agreement.

1.4     INTERCREDITOR AGREEMENT

        This Agreement is subject to the Intercreditor Agreement. In the
        event of any inconsistency between this Agreement and the
        Intercreditor Agreement, the Intercreditor Agreement shall prevail.


                                    -29-

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<PAGE>

                                  SECTION 2

                               THE FACILITIES

2.      THE FACILITIES

2.1     THE FACILITIES

        Subject to the terms of this Agreement:

        (a)     the Lenders make available to the Borrower a term loan
                facility in an aggregate amount equal to the Facility B1
                Commitments; and

        (b)     the Lenders make available to the Borrower a term loan
                facility in an aggregate amount equal to the Facility B2
                Commitments.

2.2     FINANCE PARTIES' RIGHTS AND OBLIGATIONS

(a)     The obligations of each Finance Party under the Finance Documents
        are several. Failure by a Finance Party to perform its obligations
        under the Finance Documents does not affect the obligations of any
        other Party under the Finance Documents. No Finance Party is
        responsible for the obligations of any other Finance Party under the
        Finance Documents.

(b)     The rights of each Finance Party under or in connection with the
        Finance Documents are separate and independent rights and any debt
        arising under the Finance Documents to a Finance Party from an
        Obligor shall be a separate and independent debt.

(c)     A Finance Party may, except as otherwise stated in the Finance
        Documents, separately enforce its rights under the Finance
        Documents.

2.3     OBLIGORS' AGENT

(a)     Each Obligor (other than the Company) irrevocably appoints the
        Company to act on its behalf as its agent in relation to the Finance
        Documents and irrevocably authorises:

        (i)     the Company on its behalf to supply all information
                concerning itself contemplated by this Agreement to the
                Finance Parties and to give and receive all notices,
                consents and instructions (including Utilisation Requests),
                to agree, accept and execute on its behalf all documents in
                connection with the Finance Documents (including amendments
                and variations of and consents under any Finance Document)
                and to execute any new Finance Document and to take such
                other action as may be necessary or desirable under or in
                connection with the Finance Documents; and

        (ii)    each Finance Party and each Hedging Bank to give any notice,
                demand or other communication to that Obligor pursuant to
                the Finance Documents to the Company.

(b)     Each Obligor (other than the Company) confirms that:

        (i)     it will be bound by any action taken by the Company under or
                in connection with the Finance Document; and

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        (ii)    each Finance Party and each Hedging Bank may rely on any
                action purported to be taken by the Company on behalf of
                that Obligor.

2.4     ACTS OF THE COMPANY

(a)     The respective liabilities of each of the Obligors under the Finance
        Documents shall not be in any way affected by:

        (i)     any actual or purported irregularity in any act done, or
                failure to act, by the Company;

        (ii)    the Company acting (or purporting to act) in any respect
                outside any authority conferred upon it by any Obligor; or

        (iii)   any actual or purported failure by, or inability of, the
                Company to inform any Obligor of receipt by it of any
                notification under the Finance Documents.

(b)     In the event of any conflict between any notices or other
        communications of the Company and any other Obligor, those of the
        Company shall prevail.

3.      PURPOSE

3.1     PURPOSE

(a)     All amounts borrowed under the Facilities shall be applied (directly
        or indirectly) towards refinancing the Euro Notes together with any
        related costs and fees, in each case in accordance with the Funds
        Flow Memorandum (and the Borrower irrevocably authorises and directs
        the Facility Agent to make the payments to the relevant recipients
        on its behalf as described in the Funds Flow Memorandum).

(b)     No amount borrowed under the Facilities shall be applied in any
        manner that may be illegal or contravene any applicable law or
        regulation in any jurisdiction concerning financial assistance by a
        company for the acquisition of or subscription for shares or
        concerning the protection of shareholders' capital.

3.2     MONITORING

        No Finance Party is bound to monitor or verify the application of
        any amount borrowed pursuant to this Agreement.

4.      CONDITIONS OF UTILISATION

4.1     INITIAL CONDITIONS PRECEDENT

        The obligations of each Finance Party to the Borrower under the
        Finance Documents are subject to the condition precedent that the
        Facility Agent has received all of the documents and other evidence
        listed in Part I of Schedule 2 (Conditions precedent) in the Agreed
        Form no later than midday one Business Day prior to the first
        proposed Utilisation Date. The Facility Agent shall notify the
        Company and the Lenders promptly upon being so satisfied.

4.2     FURTHER CONDITIONS PRECEDENT

        The Lenders will only be obliged to comply with Clause 5.4 (Lenders'
        participation) if on the date of the Utilisation Request and on the
        proposed Utilisation Date:

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        (a)     no Default is continuing or would result from the proposed
                Loan; and

        (b)     the representations and warranties set out in Clause 18
                (Representations) which are made or deemed to be made in
                accordance with Clause 18.27 (Times when representations
                made) are true.

4.3     MAXIMUM NUMBER OF UTILISATIONS

        The Borrower may not deliver a Utilisation Request if as a result of
        the proposed Loan more than 1 Facility B1 Loan and 1 Facility B2
        Loan would be outstanding.


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                                  SECTION 3

                                 UTILISATION

5.      UTILISATION

5.1     DELIVERY OF A UTILISATION REQUEST

        The Borrower may utilise a Facility by delivery to the Facility
        Agent of a duly completed Utilisation Request not later than the
        Specified Time.

5.2     COMPLETION OF A UTILISATION REQUEST

(a)     Each Utilisation Request for a Loan is irrevocable and will not be
        regarded as having been duly completed unless:

        (i)     it specifies that it is for a Loan;

        (ii)    it identifies the Facility to be utilised;

        (iii)   the proposed Utilisation Date is a Business Day within the
                Availability Period;

        (iv)    the currency and amount of the Loan comply with Clause 5.3
                (Currency and amount);

        (v)     the proposed Interest Period complies with Clause 9
                (Interest Periods); and

        (vi)    it specifies the account and bank (which must be in the
                principal financial centre of the country of the currency of
                the Utilisation or, in the case of euro, the principal
                financial centre of a Participating Member State in which
                banks are open for general business on that day or London)
                to which the proceeds of the Loan are to be credited.

(b)     Only one Loan may be requested in each Utilisation Request.

5.3     CURRENCY AND AMOUNT

(a)     The currency specified in a Utilisation Request must be euro.

5.4     LENDERS' PARTICIPATION

(a)     If the conditions set out in this Agreement have been met, each
        Lender participating in a Facility shall make its participation in
        each Loan under that Facility available by the Utilisation Date
        through its Facility Office.

(b)     The amount of each Lender's participation in each Loan will be equal
        to the proportion borne by its Available Commitment to the Available
        Facility immediately prior to making the Loan.


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                                  SECTION 4

                   REPAYMENT, PREPAYMENT AND CANCELLATION

6.      REPAYMENT

(a)     The Borrower shall repay each Loan on the Termination Date.

(b)     The Borrower may not reborrow any part of the Facility which is repaid.

7.      PREPAYMENT AND CANCELLATION

7.1     ILLEGALITY

        If it becomes unlawful in any applicable jurisdiction for a Lender
        to perform any of its obligations as contemplated by this Agreement
        or to fund or maintain its participation in any Loan:

        (a)     that Lender shall promptly notify the Facility Agent upon
                becoming aware of that event;

        (b)     upon the Facility Agent notifying the Borrower the
                Commitment of that Lender will be immediately cancelled; and

        (c)     the Borrower shall repay that Lender's participation in the
                Loans on the last day of the Interest Period for each
                Utilisation occurring after the Facility Agent has notified
                the Borrower or, if earlier, the date specified by the
                Lender in the notice delivered to the Facility Agent (being
                no earlier than the last day of any applicable grace period
                permitted by law).

7.2     SALE

        (a)     In this Clause 7.2 "SALE" means a disposal of all or
                substantially all of the assets of the Group (whether in a
                single transaction or a series of related transactions).

        (b)     If a Sale occurs:

                (i)     the Borrower shall promptly notify the Facility
                        Agent upon becoming aware of that event;

                (ii)    a Lender shall not be obliged to fund a Loan; and

                (iii)   the Facilities shall immediately be cancelled and
                        all outstanding Loans, together with accrued
                        interest, and all other amounts accrued under the
                        Finance Documents shall become immediately due and
                        payable.

7.3     MANDATORY CANCELLATION

        Any Commitment which is not utilised on the earlier of:

        (i)     the final day of the Availability Period;

        (ii)    the close of business on the date of the first Utilisation;

        will be immediately and automatically cancelled.

7.4     VOLUNTARY CANCELLATION

(a)     The Borrower may, if it gives the Facility Agent not less than 5
        Business Days' (or such shorter period as the Majority Lenders may
        agree) prior notice, cancel the whole or any part (being a


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        minimum amount of (pound)5,000,000) of an Available Facility. Any
        cancellation under this Clause 7.4 shall reduce the Commitment of
        each Lender rateably under that Facility.

7.5     MANDATORY PREPAYMENT - NET SALE PROCEEDS

(a)     In this Clause 7.5:

        "NET SALE PROCEEDS" means the cash or cash equivalent proceeds
        (including but not limited to, when received, the cash or cash
        equivalent proceeds of any deferred consideration, whether by way of
        adjustment to the purchase price or otherwise and any amount
        received in consideration of the assumption of any debt) received by
        a member of the Group in connection with the sale, transfer or other
        disposal by any member of the Group of an asset after deducting:

        (i)     fees, transaction costs and any reserves and other sums in
                each case required to be set aside under the contractual
                terms of the applicable sale and purchase agreement by way
                of escrow or segregation or otherwise for the sole purpose
                to cover the warranty claims properly incurred in connection
                with that sale, transfer or disposal (provided that to the
                extent such reserves and other sums are no longer required
                to be set aside, such amounts shall at such time be
                designated Net Sales Proceeds); and

        (ii)    taxes paid or reasonably estimated by the Borrower to be
                payable (as certified by the Borrower to the Facility Agent)
                as a result of that sale, transfer or disposal.

        In the event of any sale, transfer or other disposal by any member
        of the Group of an asset where such asset is not wholly owned,
        legally and beneficially, by such member of the Group, the
        apportionment of Net Sale Proceeds between the legal and beneficial
        owners of such asset shall be determined by the permanent
        representative of the statutory manager of the Borrower on a fair
        value basis and the Borrower shall provide a certificate signed by
        such permanent representative of the statutory manager to the
        Facility Agent confirming its determination of such apportionment.

        "IMMEDIATE PREPAYMENT PROCEEDS" means Net Sale Proceeds which relate
        to disposals referred to in paragraphs (l), (m), (n), (o) and (p) of
        the definition of Permitted Disposal to the extent not excluded by
        virtue of paragraph (c) of Clause 7.5 (Mandatory Prepayment - Net
        Sale Proceeds).

        "PERMITTED DISPOSAL PROCEEDS" means any Net Sale Proceeds which
        relate to the disposals referred to in paragraphs (a), (b), (e),
        (f), (g), (h), (j), (q) and (r) of the definition of Permitted
        Disposals.

        "RELEVANT PROCEEDS" means Net Sale Proceeds other than Immediate
        Prepayment Proceeds and Permitted Disposal Proceeds.

(b)     The Company shall ensure that any Net Sale Proceeds are paid into
        the Prepayment Account for application in accordance with Clause 7.9
        (Prepayment Account) and Clause 7.10 (Application of Proceeds).

(c)     Paragraph (b) above does not apply to any:

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        (i)     Net Sale Proceeds to the extent that, in the case of any Net
                Sale Proceeds which relate to the disposals referred to in
                paragraphs (m) of the definition of "Permitted Disposal",
                the amount by which such Net Sale Proceeds exceed
                (euro)40,000,000;

        (ii)    Permitted Disposal Proceeds;

        (iii)   Net Sale Proceeds to the extent such Net Sale Proceeds are
                received by a member of the Group in connection with the
                sale, transfer or other disposal by any member of the Group
                of an asset in the ordinary course of business (including,
                without limitation, a disposal under paragraph (a) of the
                definition of Permitted Disposal);

        (iv)    Net Sale Proceeds in an amount equal to 50 per cent. of the
                Net Sale Proceeds of the disposal referred to in paragraph
                (n) of the definition of "Permitted Disposal";

        (v)     Net Sale Proceeds in an amount equal to 50 per cent. of the
                Net Sale Proceeds of the disposals referred to in paragraphs
                (o) and (p) of the definition of "Permitted Disposal"; and

        (vi)    Relevant Proceeds to the extent such Relevant Proceeds are
                paid into the Holding Account and have within six months of
                receipt been contractually committed to be applied and have
                within eighteen months of receipt have been applied towards
                the purchase of other similar assets for use in the Group's
                business and no part of those Relevant Proceeds is withdrawn
                from the Holding Account except for that purpose within that
                eighteen month period.

7.6     MANDATORY PREPAYMENT - INSURANCE PROCEEDS

(a)     In this Clause 7.6:

        "INSURANCE PROCEEDS" means any proceeds (other than in relation to
        third party liabilities that are actually applied to meet such
        liabilities or in relation to consequential loss policies that are
        actually applied to cover operating losses, loss of profits or
        business interruption) exceeding (euro)3,000,000 (or its equivalent
        in another currency or currencies) received by any member of the
        Group under or pursuant to any insurance policy (or equivalent)
        after the date of this Agreement.

(b)     The Company shall ensure that any Insurance Proceeds are paid into
        the Prepayment Account for application in accordance with Clause 7.9
        (Prepayment Account) and Clause 7.10 (Application of Proceeds).

(c)     Paragraph (b) above does not apply to any Insurance Proceeds to the
        extent that such Insurance Proceeds are paid into the Holding
        Account and have within six Months of receipt been contractually
        committed to be applied and have within eighteen Months of receipt
        been applied to replace, repair or reinstate the asset(s) to which
        those Insurance Proceeds relate and no part of those Insurance
        Proceeds is withdrawn from the Holding Account except for that
        purpose within that eighteen Month period.

7.7     MANDATORY PREPAYMENT - EXCESS CASH FLOW

(a)     Within five Business Days of delivery to the Facility Agent of the
        Company's audited consolidated financial statements for any
        financial year, commencing with such financial statements for the
        financial year ending on 31 December 2006, the Company shall ensure
        that an amount equal to 50


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<PAGE>

         per cent. of the Excess Cash Flow for that financial year (or, in the
         case of the financial year ending on 31 December 2006, an amount
         equal to 50 per cent. of the Excess Cash Flow multiplied by the
         fraction equal to the number of days for the period from the date of
         this Agreement to 31 December 2006 (inclusive) divided by 365) is
         paid into the Prepayment Account.

(b)     All amounts paid into the Prepayment Account under paragraph (a)
        above will be applied in prepayment of the Loans as described in
        Clause 7.9 (Prepayment Account) and Clause 7.10 (Application of
        Proceeds), as if those amounts were "Proceeds" and the date of
        payment into the Prepayment Account were the "Receipt Date".

7.8     HOLDING ACCOUNT

(a)     In this Clause 7.8, Clause 7.9 (Prepayment Account) and Clause 7.10
        (Application of Proceeds):

        "PROCEEDS" means, Insurance Proceeds, Net Sale Proceeds (other than
        Immediate Prepayment Proceeds) and amounts paid into the Prepayment
        Account under Clause 7.7 (Mandatory Prepayment - Excess Cash Flow).

(b)     The Company shall ensure that any Insurance Proceeds which are to be
        applied to replace, repair or reinstate asset(s) in accordance with
        paragraph (c) of Clause 7.6 (Mandatory prepayment - Insurance
        Proceeds) (or an equal amount), are paid directly into (or as soon
        as practicable after receipt are transferred into) the Holding
        Account.

(c)     The Company shall ensure that any Relevant Proceeds which are to be
        applied towards the purchase of other similar assets for use in the
        Group's business in accordance with paragraph (c)(vi) of Clause 7.5
        (Mandatory Prepayment - Net Sale Proceeds) (or an equal amount), are
        paid directly into (or as soon as practicable after receipt are
        transferred into) the Holding Account.

(d)     Within five Business Days after the date (the "REINVESTMENT RECEIPT
        DATE") on which any such Proceeds have been received by any member
        of the Group (or have become Proceeds), the Borrower shall notify
        the Facility Agent of the Reinvestment Receipt Date and the amount
        in euro of those Proceeds.

(e)     No amount may be withdrawn or transferred from the Holding Account
        except:

        (i)     to purchase other similar assets for use in the Group's
                business under paragraph (c)(iv) of Clause 7.5 (Mandatory
                Prepayment Net Sale Proceeds);

        (ii)    to replace, repair or reinstate assets under paragraph (c)
                of Clause 7.6 (Mandatory prepayment-Insurance Proceeds);

        (iii)   to make the prepayments required Clause 7.10 (Application of
                Proceeds); or

        (iv)    with the prior consent of the Majority Lenders,

        provided that, upon an Event of Default, all amounts standing to the
        credit of the Holding Account shall be transferred to the Prepayment
        Account.

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(f)     To the extent that any amount in respect of any Proceeds falling
        within sub-paragraph of paragraph (d) above is not withdrawn from
        the Holding Account in accordance with paragraph (c(vi) of Clause
        7.5 (Mandatory Prepayment - Net Sale Proceeds) and paragraph (c) of
        Clause 7.6 (Mandatory prepayment - Insurance Proceeds) and under
        sub-paragraph (i) above, the Borrower shall notify the Facility
        Agent of the proposed date of prepayment of those Proceeds (the
        "REINVESTMENT PREPAYMENT DATE") which must be at least five Business
        Days after the date of that notice.

(g)     The Borrower irrevocably authorises the Facility Agent to withdraw
        any amounts credited to the Holding Account which have not been
        withdrawn from the Holding Account under sub-paragraphs (i) and (ii)
        of paragraph (e) above and apply such amounts against cancellations
        and prepayments which are due under this Agreement in accordance
        with Clause 7.10 (Application of Proceeds).

(h)     Interest which has accrued on the Holding Account may be withdrawn
        by the Borrower in accordance with the mandate relating to the
        Holding Account, provided that no such withdrawal may be made while
        an Event of Default is outstanding in respect of which notice has
        been served on the Borrower by the Facility Agent.

7.9     PREPAYMENT ACCOUNT

(a)     The Borrower shall ensure that all Proceeds (or an equal amount)
        including, for the avoidance of doubt Immediate Prepayment Proceeds
        (other than, subject to Clause 7.8(e), any proceeds paid into the
        Holding Account) are paid directly into (or as soon as practicable
        after receipt are transferred into) the Prepayment Account.

(b)     Within five Business Days after the date (the "RECEIPT DATE") on
        which any such Proceeds have been received by any member of the
        Group (or have become Proceeds), the Company shall notify the
        Facility Agent of the Receipt Date, the amount in euro of those
        Proceeds and the proposed date of prepayment of those Proceeds (the
        "PREPAYMENT DATE") (which must be at least five Business Days after
        the date of that notice or as otherwise agreed between the Borrower
        and the Facility Agent only in respect of such Proceeds which relate
        to the disposals referred to in paragraph (m) of the definition of
        Permitted Disposal).

(c)     No amount may be withdrawn or transferred from the Prepayment
        Account except:

        (i)     to make the prepayments required under Clause 7.10
                (Application of Proceeds); or

        (ii)    with the prior consent of the Majority Lenders.

(d)     The Borrower irrevocably authorises the Facility Agent to withdraw
        amounts credited to the Prepayment Account and apply such amounts
        against cancellations and prepayments which are due under this
        Agreement in accordance with Clause 7.10 (Application of Proceeds).

(e)     Interest which has accrued on the Prepayment Account may be
        withdrawn by the Borrower in accordance with the mandate relating to
        the Prepayment Account, provided that no such withdrawal may be made
        while an Event of Default is outstanding in respect of which notice
        has been served on the Borrower by the Facility Agent.

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<PAGE>

7.10    APPLICATION OF PROCEEDS

(a)     Any Proceeds in respect of which the Borrower has delivered a notice
        under paragraph (e) of Clause 7.8 (Holding Account) or paragraph (b)
        of Clause 7.9 (Prepayment Account) shall be applied in the following
        order, in each case until the relevant Loans or other liabilities
        have been satisfied in full:

        (i)     in the case of any Net Sale Proceeds which relate to any
                disposal referred to in paragraph (m) of the definition of
                "Permitted Disposal", in prepayment of the outstanding
                Facility B2 Loan only; and

        (ii)    in the case of any other Proceeds:

                (A)     subject to paragraph (B) below, FIRST in prepayment
                        of amounts outstanding under Facility B1 and SECOND
                        in prepayment of amounts outstanding under Facility
                        B2; or

                (B)     from the earlier of the date of any disposal
                        referred to in paragraphs (m) and (n) of the
                        definition of "Permitted Disposal" and the date
                        which is 65 days after the Closing Date, in
                        prepayment pro rata of amounts outstanding under
                        Facility B1 and Facility B2.

(b)     Any Proceeds to be applied in prepayment of any Loan under paragraph
        (a) above shall be applied on the earlier of the Reinvestment
        Prepayment Date or, as the case may be, the Prepayment Date and the
        last day of the Interest Period relating to that Loan.

7.11    VOLUNTARY PREPAYMENT OF LOANS

(a)     The Borrower may, if it gives the Facility Agent not less than five
        Business Days' (or such shorter period as the Majority Lenders may
        agree) prior notice, prepay the whole or any part of any Loan but if
        in part by an aggregate amount that reduces the relevant Loan by a
        minimum amount of (euro)5,000,000.

(b)     Any Loan may only be voluntarily prepaid after 31 August 2006 (or,
        if earlier, the day on which the Available Facility for the relevant
        Facility is zero).

7.12    RIGHT OF REPLACEMENT OF A SINGLE LENDER

        If:

        (a)     any sum payable to any Lender by an Obligor is required to
                be increased under paragraph (c) of Clause 12.2 (Tax
                gross-up); or

        (b)     any Lender claims indemnification from the Company under
                Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased
                costs),

        (c)     an Obligor is, or will be, required to pay to a Lender any
                amount under Schedule 4 (Mandatory Cost Formulae),

        the Borrower may, whilst the circumstance giving rise to the
        requirement or indemnification continues (and by not less than 15
        Business Days' prior written notice):

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        (i)     arrange for the transfer of the whole (but not part only) of
                that Lender's Commitment and participations in the Loans to
                a new or existing Lender or financial institution which is
                not a Restricted Person, a member of the Group or an
                Affiliate of either of the foregoing willing to accept that
                transfer and acceptable to the Borrower; or

        (ii)    with the prior consent of the Majority Lenders, give the
                Facility Agent notice of cancellation of the Commitment of
                that Lender and its intention to procure the repayment of
                that Lender's participation in the Utilisations granted by
                that Lender, whereupon the Commitment of that Lender shall
                immediately be reduced to zero.

                 On the last day of each Interest Period which ends after
                 the Borrower has given notice under this paragraph (ii)
                 (or, if earlier, the date specified by the Borrower in that
                 notice), the Borrower shall repay that Lender's
                 participation in that Utilisation.

7.13    REPLACEMENT OF A NON-CONSENTING LENDER OR NON-FUNDING LENDER

(a)     In this Clause 7.13 and in Clause 7.14 (Replacement of a Lender):

        (i)     "NON-CONSENTING LENDER" means any Lender which does not
                agree to a consent, waiver or amendment directly or by
                virtue of Clause 34.2(d) (Exceptions) if:

                (A)     the Borrower or the Facility Agent has requested a
                        consent under or waiver or amendment of any
                        provision of any Finance Document;

                (B)     that consent, waiver or amendment requires the
                        agreement of all the Lenders; and

                (C)     a Lender or Lenders:

                        1.      whose share in the outstanding Loans and
                                whose undrawn Commitments then aggregate 80
                                per cent. or more of the aggregate of all
                                the outstanding Loans and undrawn
                                Commitments of all the Lenders;

                        2.      if there is no Loan then outstanding, whose
                                undrawn Commitments then aggregate 80 per
                                cent. or more of the Total Commitments; or

                        3.      if there is a Loan then outstanding and the
                                Total Commitments have been reduced to zero,
                                whose Commitments aggregated 80 per cent. or
                                more of the Total Commitments immediately
                                before the reduction.

        (ii)    "NON-FUNDING LENDER" means:

                (A)     any Lender which has failed to make or participate
                        in any Utilisation as required by this Agreement and
                        the Facility Agent has determined that the Lender is
                        not likely to advance that amount; or

                (B)     any Lender which has given notice to the Borrower or
                        the Facility Agent that it does not intend to make
                        or participate in any Utilisation as required by
                        this Agreement or has repudiated its obligation to
                        do so.

(b)     If:

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        (i)     any Lender becomes a Non-Consenting Lender; or

        (ii)    any Lender becomes a Non-Funding Lender,

        the Borrower may, if it gives the Facility Agent and that Lender not
        less than 15 Business Days' prior notice, arrange for the transfer
        of the whole (but not part only) of that Lender's Commitment and
        participations in the Loans to a new or existing Lender or financial
        institution which is not a Restricted Person, a member of the Group
        or an Affiliate of either of the foregoing willing to accept that
        transfer and acceptable to the Borrower.

7.14    REPLACEMENT OF A LENDER

(a)     The replacement of a Lender pursuant to Clause 7.12 (Right of
        replacement of a single Lender) or Clause 7.13 (Replacement of a
        Non-Consenting Lender or Non-Funding Lender) shall be subject to the
        following conditions:

        (i)     no Finance Party shall have any obligation to find a
                replacement Lender;

        (ii)    any replacement of a Non-Consenting Lender must take place
                no later than 60 days after the earlier of (A) the date the
                Non-Consenting Lender notified the Facility Agent of its
                refusal to agree to the relevant consent, waiver or
                amendment and (B) the deadline (being not less than 15
                Business Days after the Lender received the request for the
                relevant consent, waiver or amendment) by which the
                Non-Consenting Lender failed to reply to that request;

        (iii)   any Lender replaced pursuant to Clause 7.12 (Right of
                replacement of a single Lender) or Clause 7.13 (Replacement
                of a Non-Consenting Lender or Non-Funding Lender) shall not
                be required to refund, or to pay or surrender to any other
                Lender, any of the fees or other amounts received by that
                Lender under any Finance Document; and

        (iv)    any replacement pursuant to Clause 7.12 (Right of
                replacement of a single Lender) or Clause 7.13 (Replacement
                of a Non-Consenting Lender or Non-Funding Lender) of a
                Lender which is the Facility Agent shall not affect its role
                as the Facility Agent.

(b)     The Borrower's right to replace a Non-Funding Lender is in addition
        to all other rights and remedies available to the Borrower against
        the Non-Funding Lender.

7.15    RESTRICTIONS

(a)     Any notice of cancellation or prepayment given by any Party under
        this Clause 7 shall be irrevocable and, unless a contrary indication
        appears in this Agreement, specify the date or dates upon which the
        relevant cancellation or prepayment is to be made and the amount of
        that cancellation or prepayment.

(b)     Any prepayment under this Agreement shall be made together with
        accrued interest on the amount prepaid and, subject to any Break
        Costs, without premium or penalty.

(c)     The Borrower may not reborrow any part of a Facility which is
        prepaid.

(d)     The Borrower shall not repay or prepay all or any part of the
        Utilisations or cancel all or any part of the Commitments except at
        the times and in the manner expressly provided for in this
        Agreement.

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(e)     Unless a contrary indication appears in this Agreement, no amount of
        the Total Commitments cancelled under this Agreement may be
        subsequently reinstated.

(f)     If the Facility Agent receives a notice under this Clause 7 it shall
        promptly forward a copy of that notice to either the Borrower or the
        affected Lender, as appropriate.


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                                  SECTION 5

                            COSTS OF UTILISATION

8.      INTEREST

8.1     CALCULATION OF INTEREST

        The rate of interest on each Loan for each Interest Period is the
        percentage rate per annum which is the aggregate of the applicable:

        (a)     Margin;

        (b)     EURIBOR; and

        (c)     Mandatory Cost, if any.

8.2     PAYMENT OF INTEREST

        The Borrower shall pay accrued interest on each Loan on the last day
        of each Interest Period (and, if the Interest Period is longer than
        six Months, on the dates falling at six monthly intervals after the
        first day of the Interest Period).

8.3     DEFAULT INTEREST

(a)     If an Obligor fails to pay any amount payable by it under a Finance
        Document on its due date, interest shall accrue on the overdue
        amount from the due date up to the date of actual payment (both
        before and after judgment) at a rate which, subject to paragraph (b)
        below, is the sum of one per cent. and the rate which would have
        been payable if the overdue amount had, during the period of
        non-payment, constituted a Loan in the currency of the overdue
        amount for successive Interest Periods, each of a duration selected
        by the Facility Agent (acting reasonably) of up to three Months. Any
        interest accruing under this Clause 8.3 shall be immediately payable
        by the Obligor on demand by the Facility Agent.

(b)     If any overdue amount consists of all or part of a Loan which became
        due on a day which was not the last day of an Interest Period
        relating to that Loan:

        (i)     the first Interest Period for that overdue amount shall have
                a duration equal to the unexpired portion of the current
                Interest Period relating to that Loan; and

        (ii)    the rate of interest applying to the overdue amount during
                that first Interest Period shall be the sum of one per cent.
                and the rate which would have applied if the overdue amount
                had not become due.

(c)     Default interest (if unpaid) arising on an overdue amount will be
        compounded with the overdue amount at the end of each Interest
        Period applicable to that overdue amount but will remain immediately
        due and payable.

8.4     NOTIFICATION OF RATES OF INTEREST

        The Facility Agent shall promptly notify the relevant Lenders and
        the Borrower of the determination of a rate of interest under this
        Agreement.

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<PAGE>

8.5     ADJUSTMENT OF MARGIN

        This Clause 8.5 sets out the mechanics of adjustment of the Margin,
        each provision of this Clause 8.5 operating cumulatively.

(a)     Subject to this Clause 8.5, in respect of each Interest Period
        commencing on or after the date which is 6 Months from the Closing
        Date the Margin applicable to each Utilisation shall be the rate per
        annum specified in the definition of Margin set out in Clause 1.1
        (Definitions) adjusted, by reference to the ratio of Net Borrowings
        to EBITDA as shown in the then most recent Compliance Certificate
        (and the financial statements with which it is required by this
        Agreement to be delivered) received by the Facility Agent, to equal
        the rate per annum specified opposite the relevant range set out in
        the following table in which the ratio of Net Borrowings to EBITDA
        falls:

       ----------------------------------------------------------------------
                    RATIO                             MARGIN (% P.A.)
       ----------------------------------------------------------------------
       Higher than 2:5                                     2.75
       ----------------------------------------------------------------------
       Equal to or lower than                              2.50
       2:5 but higher than
       2.0:1
       ----------------------------------------------------------------------
       Equal to or lower than 2.0:1                        2.25
       ----------------------------------------------------------------------


(b)     Any adjustment to the Margin under paragraph (a) above shall take
        effect on the date (the "Margin Adjustment Date") falling five
        Business Days after receipt by the Facility Agent of a Compliance
        Certificate (and the financial statements with which it is required
        by this Agreement to be delivered) in accordance with Clause 19.4
        (Compliance Certificate).

(c)     Until such a resolution as referred to in paragraph (d)(i) below is
        actually passed, if at any time, the Collateral Agent for the DIP
        Lenders declares by notice to the Administrative Borrower (as
        defined in the DIP Financing) all or any portion of the Loans (as
        defined in the DIP Financing) to be due and payable pursuant to
        section 10.01(i) of the DIP Financing, the Margin shall be the sum
        of one per cent. per annum and the Margin which would otherwise have
        been applicable in accordance with this Clause 8.5.

(d)     If at any time it is no longer necessary to obtain a court approval
        to pass a shareholder resolution of the Company by virtue of
        Bankruptcy Emergence:

        (i)     the Company shall procure that such a shareholder resolution
                of the Company is promptly passed which shall approve the
                adjustment to the Margin applicable on a Change of Control
                as set out in paragraph (ii) below; and

        (ii)    following such resolution being passed, if a Change of
                Control occurs the Margin shall be the sum of one per cent.
                and the Margin which would otherwise have been applicable in
                accordance with this Clause 8.5.

        In this paragraph (d):

                                    -44-

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<PAGE>

        (i)     a "CHANGE OF CONTROL" will occur if:

                (A)     any person or group of persons acting in concert
                        acquires:

                        (A)     more than 50 per cent. of the issued share
                                capital of Solutia Inc.;

                        (B)     issued share capital having the right to
                                cast more than 50 per cent. of the votes
                                capable of being cast in general meetings of
                                Solutia Inc.; or

                        (C)     the right to determine the composition of
                                the majority of the board of directors or
                                equivalent body of Solutia Inc.,

                        but excluding any such acquisition made pursuant to
                        the terms of the plan of reorganization of Solutia
                        Inc.; or

                (B)     Solutia Inc. ceases to own, directly or indirectly,
                        100% of the issued share capital of the Company, or
                        ceases to have the right to determine the
                        composition of the majority of the board of
                        directors or equivalent body of the Company.

        (ii)    "ACTING IN CONCERT" has the meaning given to it in the City
                Code on Takeovers and Mergers.

(e)     If any Security is created over the share capital of the Company
        (except for Security over such share capital as set out under
        paragraph 2.2(a)(v) of the Due Diligence Report as in existence at
        the date of this Agreement) the Margin shall be the sum of one per
        cent. per annum and the Margin which would otherwise have been
        applicable in accordance with this Clause 8.5

(f)     If the Margin for a Loan is reduced for any period under this Clause
        8.5 but the annual audited financial statements of the Group (and
        the Compliance Certificate with which they are required by this
        Agreement to be delivered) subsequently received by the Facility
        Agent do not confirm the basis for that reduction, that reduction
        shall be reversed with retrospective effect. In the event the Margin
        for that Loan shall be the rate per annum specified opposite the
        relevant range set out in the table above and the revised ratio of
        Net Borrowings to EBITDA calculated using the figures in that
        Compliance Certificate. The Company shall promptly pay to the
        Facility Agent any amount necessary to put the Facility Agent and
        Lenders in the position they would have been in had the appropriate
        rate of the Margin applied during that period.

(g)     While an Event of Default is continuing, the Margin applicable to
        each Utilisation shall, subject to paragraphs (c) to (e) above,
        revert to the rate specified in the definition of Margin in Clause
        1.1 (Definitions).

9.      INTEREST PERIODS

9.1     SELECTION OF INTEREST PERIODS

(a)     The Borrower (or the Company on behalf of the Borrower) may select
        an Interest Period for a Loan in the Utilisation Request for that
        Loan or (if the Loan has already been borrowed) in a Selection
        Notice.

                                    -45-

<PAGE>
<PAGE>

(b)     Each Selection Notice for a Loan is irrevocable and must be
        delivered to the Facility Agent by the Borrower (or the Company on
        behalf of the Borrower) to which that Loan was made not later than
        the Specified Time.

(c)     If the Borrower (or the Company) fails to deliver a Selection Notice
        to the Facility Agent in accordance with paragraph (b) above, the
        relevant Interest Period will be one Month.

(d)     Subject to this Clause 9, the Borrower (or the Company) may select
        an Interest Period of 1, 2, 3 or 6 Months or any other period agreed
        between the Company and the Facility Agent (acting on the
        instructions of all the Lenders participating in the relevant Loan).

(e)     Until the Syndication Date, each Interest Period shall be a maximum
        duration of one Month or such shorter duration as the Company and
        the Facility Agent may agree.

(f)     An Interest Period for a Loan shall not extend beyond the
        Termination Date.

(g)     Each Interest Period for a Loan shall start on the Utilisation Date
        or (if already made) on the last day of its preceding Interest
        Period.

9.2     NON-BUSINESS DAYS

        If an Interest Period would otherwise end on a day which is not a
        Business Day, that Interest Period will instead end on the next
        Business Day in that calendar month (if there is one) or the
        preceding Business Day (if there is not).

10.     CHANGES TO THE CALCULATION OF INTEREST

10.1    ABSENCE OF QUOTATIONS

        Subject to Clause 10.2 (Market disruption), if EURIBOR is to be
        determined by reference to the Reference Banks but a Reference Bank
        does not supply a quotation by the Specified Time on the Quotation
        Day, the applicable EURIBOR shall be determined on the basis of the
        quotations of the remaining Reference Banks.

10.2    MARKET DISRUPTION

(a)     The Facility Agent will notify the Company if a Market Disruption
        Event occurs in relation to a Loan for any Interest Period. After
        such notification the rate of interest on each Lender's share of
        that Loan for the Interest Period shall be the percentage rate per
        annum which is the sum of:

        (i)     the Margin;

        (ii)    the rate notified to the Facility Agent by that Lender as
                soon as practicable and in any event before interest is due
                to be paid in respect of that Interest Period, to be that
                which expresses as a percentage rate per annum the cost to
                that Lender of funding its participation in that Loan from
                whatever source it may reasonably select; and

        (iii)   the Mandatory Cost, if any, applicable to that Lender's
                participation in the Loan.

(b)     In this Agreement "MARKET DISRUPTION EVENT" means:

                                    -46-

<PAGE>
<PAGE>

        (i)     at or about noon on the Quotation Day for the relevant
                Interest Period the Screen Rate is not available and none or
                only one of the Reference Banks supplies a rate to the
                Facility Agent to determine EURIBOR for the relevant
                currency and Interest Period; or

        (ii)    before close of business in London on the Quotation Day for
                the relevant Interest Period, the Facility Agent receives
                notifications from a Lender or Lenders (whose participations
                in a Loan exceed 35 per cent. of that Loan) that the cost to
                it of obtaining matching deposits in the Relevant Interbank
                Market would be in excess of EURIBOR for euro and the
                relevant Interest Period.

10.3    ALTERNATIVE BASIS OF INTEREST OR FUNDING

(a)     If a Market Disruption Event occurs and the Facility Agent or the
        Company so requires, the Facility Agent and the Company shall enter
        into negotiations (for a period of not more than thirty days) with a
        view to agreeing a substitute basis for determining the rate of
        interest.

(b)     Any alternative basis agreed pursuant to paragraph (a) above shall,
        with the prior consent of all the Lenders and the Company, be
        binding on all Parties.

10.4    BREAK COSTS

(a)     The Borrower shall, within three Business Days of demand by a
        Finance Party, pay to that Finance Party its Break Costs
        attributable to all or any part of a Loan or Unpaid Sum being paid
        by the Borrower on a day other than the last day of an Interest
        Period for that Loan or Unpaid Sum.

(b)     Each Lender shall, as soon as reasonably practicable after a demand
        by the Facility Agent, provide a certificate confirming the amount
        of its Break Costs for any Interest Period in which they accrue.

11.     FEES

11.1    ARRANGEMENT FEE

        The Company or the Borrower shall pay to the Arranger an arrangement
        fee in the amount and at the times agreed in a Fee Letter.

11.2    AGENCY FEE

        The Company or the Borrower shall pay to the Facility Agent (for its
        own account) an agency fee in the amount and at the times agreed in
        a Fee Letter.

11.3    SECURITY AGENCY FEE

        The Company or the Borrower shall pay to the Security Agent (for its
        own account) a security agency fee in the amount and at the times
        agreed in a Fee Letter.


                                    -47-

<PAGE>
<PAGE>


                                  SECTION 6

                       ADDITIONAL PAYMENT OBLIGATIONS

12.     TAX GROSS-UP AND INDEMNITIES

12.1    DEFINITIONS

(a)     In this Agreement:

        "PROTECTED PARTY" means a Finance Party which is or will be subject
        to any liability, or required to make any payment, for or on account
        of Tax in relation to a sum received or receivable (or any sum
        deemed for the purposes of Tax to be received or receivable) under a
        Finance Document.

        "QUALIFYING LENDER" means a Lender which is beneficially entitled to
        interest payments under this Agreement and which is (i) a Belgian
        legal entity subject to Belgian corporate income tax, (ii) a
        non-Belgian legal entity or (iii) a non-Belgian entity having a
        legal form similar to the legal form of a Belgian company.

        "TAX CREDIT" means a credit against, relief or remission for, or
        repayment of any Tax.

        "TAX DEDUCTION" means a deduction or withholding for or on account
        of Tax from a payment under a Finance Document.

        "TAX PAYMENT" means either the increase in a payment made by an
        Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a
        payment under Clause 12.3 (Tax indemnity).

(b)     Unless a contrary indication appears, in this Clause 12 a reference
        to "determines" or "determined" means a determination made in the
        absolute discretion of the person making the determination.

12.2    TAX GROSS-UP

(a)     Each Obligor shall make all payments to be made by it without any
        Tax Deduction, unless a Tax Deduction is required by law.

(b)     The Company shall promptly upon becoming aware that an Obligor must
        make a Tax Deduction (or that there is any change in the rate or the
        basis of a Tax Deduction) notify the Facility Agent accordingly.
        Similarly, a Lender shall notify the Facility Agent on becoming so
        aware in respect of a payment payable to that Lender. If the
        Facility Agent receives such notification from a Lender it shall
        notify the Company and that Obligor.

(c)     If a Tax Deduction is required by law to be made by an Obligor, the
        amount of the payment due from that Obligor shall be increased to an
        amount which (after making any Tax Deduction) leaves an amount equal
        to the payment which would have been due if no Tax Deduction had
        been required.

(d)     An Obligor is not required to make an increased payment to a Lender
        under paragraph (c) above for a Tax Deduction in respect of Tax
        imposed on a payment of interest on a Loan if:


                                    -48-

<PAGE>
<PAGE>

        (i)

                (A)     at any point in time between the date of the
                        Agreement and the date on which the payment falls
                        due or on the date on which the payment falls due
                        such Lender is not or has ceased to be a Qualifying
                        Lender other than as a result of any change after
                        the date he became a Lender under this Agreement in
                        (or in the interpretation, administration, or
                        application or) any law, or any published practice
                        or concession of any relevant taxing authority; or

                (B)     such Lender has not complied with its obligations
                        under paragraph (g) below or its representation (if
                        any) under paragraph (g) below is untrue; or

        (ii)    unless Qualifying Lender status of a Lender is not required
                in order to enable the Borrower to make all payments made by
                it to the Lenders without a Tax Deduction.

(e)     If an Obligor is required to make a Tax Deduction, that Obligor
        shall make that Tax Deduction and any payment required in connection
        with that Tax Deduction within the time allowed and in the minimum
        amount required by law.

(f)     Within thirty days of making either a Tax Deduction or any payment
        required in connection with that Tax Deduction, the Obligor making
        that Tax Deduction shall deliver to the Facility Agent for the
        Finance Party entitled to the payment an original receipt (or
        certified copy thereof) reasonably satisfactory to that Finance
        Party that the Tax Deduction has been made or (as applicable) any
        appropriate payment paid to the relevant taxing authority.

(g)     Each Original Lender shall deliver to the Borrower on or before the
        Closing Date a Tax Status Certificate duly executed by it with a
        copy sent to the Facility Agent and represents to the other parties
        hereto as at the date of the Tax Status Certificate that it is a
        Qualifying Lender. Each other Lender shall comply with its
        obligation to deliver a Tax Status Certificate to the extent
        required under Clause 23.2(f) and where such obligation applies, it
        represents to the other parties hereto that as at the date of the
        Tax Status Certificate that it is a Qualifying Lender.

(h)     Each Lender shall co-operate directly with the Borrower in
        completing any procedural formalities or requirements necessary for
        that Obligor to obtain authorisation to make that payment without a
        Tax Deduction (including delivering additional Tax Status
        Certificates if the Belgian tax authorities inform the Obligor that
        such additional Tax Status Certificates are required).

12.3    TAX INDEMNITY

(a)     The Company shall (within three Business Days of demand by the
        Facility Agent) pay to a Protected Party an amount equal to the
        loss, liability or cost which that Protected Party determines will
        be or has been (directly or indirectly) suffered for or on account
        of Tax by that Protected Party in respect of a Finance Document.

(b)     Paragraph (a) above shall not apply:

        (i)     with respect to any Tax assessed on a Finance Party:

                                    -49-

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<PAGE>

                (A)     under the law of the jurisdiction in which that
                        Finance Party is incorporated or, if different, the
                        jurisdiction (or jurisdictions) in which that
                        Finance Party is treated as resident for tax
                        purposes; or

                (B)     under the law of the jurisdiction in which that
                        Finance Party's Facility Office is located in
                        respect of amounts received or receivable in that
                        jurisdiction,

                if that Tax is imposed on or calculated by reference to the
                net income received or receivable (but not any sum deemed
                to be received or receivable) by that Finance Party; or

        (ii)    to the extent a loss, liability or cost:

                (A)     is compensated for by an increased payment under
                        Clause 12.2 (Tax gross-up); or

                (B)     would have been compensated for by an increased
                        payment under Clause 12.2 (Tax gross-up) but was not
                        so compensated solely because one of the exclusions
                        in paragraph (d) of Clause 12.2 (Tax gross-up)
                        applied.

(c)     A Protected Party making, or intending to make, a claim under
        paragraph (a) above shall promptly notify the Facility Agent of the
        event which will give, or has given, rise to the claim, following
        which the Facility Agent shall notify the Company.

(d)     A Protected Party shall, on receiving a payment from an Obligor
        under this Clause 12.3, notify the Facility Agent.

12.4    TAX CREDIT

        If an Obligor makes a Tax Payment and the relevant Finance Party
        determines that:

        (a)     a Tax Credit is attributable either to an increased payment
                of which that Tax Payment forms part, or to that Tax
                Payment; and

        (b)     that Finance Party has obtained, utilised and fully retained
                that Tax Credit on an affiliated group basis,

        the Finance Party shall pay an amount to the Obligor which that
        Finance Party determines will leave it (after that payment) in the
        same after-Tax position as it would have been in had the Tax Payment
        not been required to be made by the Obligor.

12.5    STAMP TAXES

        The Company shall pay and, within three Business Days of demand,
        indemnify each Finance Party against any cost, loss or liability
        that Finance Party incurs in relation to all stamp duty, stamp duty
        land tax, registration and other similar Taxes payable in respect of
        any Finance Document.

12.6    VALUE ADDED TAX

(a)     All amounts set out, or expressed to be payable under a Finance
        Document by any Party to a Finance Party which (in whole or in part)
        constitute the consideration for VAT purposes shall be deemed to be
        exclusive of any VAT which is chargeable on such supply, and
        accordingly, subject to paragraph (c) below, if VAT is chargeable on
        any supply made by any Finance Party to any Party


                                    -50-

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<PAGE>

        under a Finance Document, that Party shall pay to the Finance Party
        (in addition to and at the same time as paying the consideration) an
        amount equal to the amount of the VAT (and such Finance Party shall
        promptly provide an appropriate VAT invoice to such Party).

(b)     If VAT is chargeable on any supply made by any Finance Party (the
        "SUPPLIER") to any other Finance Party (the "RECIPIENT") under a
        Finance Document, and any Party (the "RELEVANT PARTY") is required
        by the terms of any Finance Document to pay an amount equal to the
        consideration for such supply to the Supplier (rather than being
        required to reimburse the Recipient in respect of that
        consideration), such Party shall also pay to the Supplier (in
        addition to and at the same time as paying such amount) an amount
        equal to the amount of such VAT. The Recipient will promptly pay to
        the Relevant Party an amount equal to any credit or repayment from
        the relevant tax authority which it reasonably determines relates to
        the VAT chargeable on that supply.

(c)     Where a Finance Document requires any Party to reimburse a Finance
        Party for any costs or expenses, that Party shall also at the same
        time pay and indemnify the Finance Party against all VAT incurred by
        the Finance Party in respect of the costs or expenses to the extent
        that the Finance Party reasonably determines that neither it nor any
        other member of any group of which it is a member for VAT purposes
        is entitled to credit or repayment from the relevant tax authority
        in respect of the VAT.

13.     INCREASED COSTS

13.1    INCREASED COSTS

(a)     Subject to Clause 13.3 (Exceptions) the Company shall, within three
        Business Days of a demand by the Facility Agent, pay for the account
        of a Finance Party the amount of any Increased Costs incurred by
        that Finance Party or any of its Affiliates as a result of (i) the
        introduction of or any change in (or in the interpretation,
        administration or application of) any law or regulation made after
        the date of this Agreement or (ii) compliance with any law or
        regulation made after the date of this Agreement.

(b)     In this Agreement "INCREASED COSTS" means:

        (i)     a reduction in the rate of return from a Facility or on a
                Finance Party's (or its Affiliate's) overall capital;

        (ii)    an additional or increased cost; or

        (iii)   a reduction of any amount due and payable under any Finance
                Document,

        which is incurred or suffered by a Finance Party or any of its
        Affiliates to the extent that it is attributable to that Finance
        Party having entered into its Commitment or funding or performing
        its obligations under any Finance Document.

                                    -51-

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<PAGE>

13.2    INCREASED COST CLAIMS

(a)     A Finance Party intending to make a claim pursuant to Clause 13.1
        (Increased Costs) shall notify the Facility Agent of the event
        giving rise to the claim, following which the Facility Agent shall
        promptly notify the Company.

(b)     Each Finance Party shall, as soon as practicable after a demand by
        the Facility Agent, provide a certificate confirming the amount of
        its Increased Costs.

13.3    EXCEPTIONS

(a)     Clause 13.1 (Increased Costs) does not apply to the extent any
        Increased Cost is:

        (i)     attributable to a Tax Deduction required by law to be made
                by an Obligor;

        (ii)    compensated for by Clause 12.3 (Tax indemnity) (or would
                have been compensated for under Clause 12.3 (Tax indemnity)
                but was not so compensated solely because any of the
                exclusions in paragraph (b) of Clause 12.3 (Tax indemnity)
                applied);

        (iii)   compensated for by the payment of the Mandatory Cost; or

        (iv)    attributable to the wilful breach by the relevant Finance
                Party or its Affiliates of any law or regulation.

(b)     In this Clause 13.3, a reference to a "TAX DEDUCTION" has the same
        meaning given to the term in Clause 12.1 (Definitions).

14.     OTHER INDEMNITIES

14.1    CURRENCY INDEMNITY

(a)     If any sum due from an Obligor under the Finance Documents (a
        "SUM"), or any order, judgment or award given or made in relation to
        a Sum, has to be converted from the currency (the "FIRST CURRENCY")
        in which that Sum is payable into another currency (the "SECOND
        CURRENCY") for the purpose of:

(i)     making or filing a claim or proof against that Obligor; or

(ii)    obtaining or enforcing an order, judgment or award in relation to
        any litigation or arbitration proceedings,

        that Obligor shall as an independent obligation, within three
        Business Days of demand, indemnify each Finance Party to whom that
        Sum is due against any cost, loss or liability arising out of or as
        a result of the conversion including any discrepancy between (A) the
        rate of exchange used to convert that Sum from the First Currency
        into the Second Currency and (B) the rate or rates of exchange
        available to that person at the time of its receipt of that Sum.

(b)     Each Obligor waives any right it may have in any jurisdiction to pay
        any amount under the Finance Documents in a currency or currency
        unit other than that in which it is expressed to be payable.

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<PAGE>

14.2    OTHER INDEMNITIES

        The Company shall (or shall procure that an Obligor will), within
        three Business Days of demand, indemnify each Finance Party against
        any cost, loss or liability incurred by that Finance Party as a
        result of:

        (a)     the occurrence of any Event of Default;

        (b)     a failure by an Obligor to pay any amount due under a
                Finance Document on its due date, including without
                limitation, any cost, loss or liability arising as a result
                of Clause 27 (Sharing among the Finance Parties);

        (c)     funding, or making arrangements to fund, its participation
                in a Utilisation requested by the Borrower in a Utilisation
                Request but not made by reason of the operation of any one
                or more of the provisions of this Agreement (other than by
                reason of default or negligence by that Finance Party
                alone); or

        (d)     a Utilisation (or part of a Utilisation) not being prepaid
                in accordance with a notice of prepayment given by the
                Borrower or the Company or as required by this Agreement.

14.3    INDEMNITY TO THE FACILITY AGENT

        The Company shall promptly indemnify the Facility Agent against any
        cost, loss or liability incurred by the Facility Agent (acting
        reasonably) as a result of:

        (a)     investigating any event which it reasonably believes is a
                Default; or

        (b)     acting or relying on any notice, request or instruction
                which it reasonably believes to be genuine, correct and
                appropriately authorised.

14.4    THIRD PARTY INDEMNITY

(a)     The Company hereby indemnifies and agrees to hold harmless each of
        the Finance Parties and in each case each of its and their
        affiliates and each of their respective officers, directors,
        employees, agents, advisors and representatives (each an
        "INDEMNIFIED PARTY") from and against any and all claims, damages,
        losses, liabilities, costs, legal expenses and expenses (altogether
        "LOSSES") that may be incurred by or awarded against any Indemnified
        Party, in each case arising out of or in connection with any claim,
        investigation, litigation or proceeding (or the preparation of any
        defence with respect thereto) commenced or threatened in relation to
        the Finance Documents (or the transactions contemplated thereby) or
        any use of the proceeds of the Facility whether or not such claim
        investigation, litigation or proceeding is brought by the Company,
        any of its shareholders or creditors or Indemnified Party or any
        other person, or an Indemnified Party is otherwise a party thereto,
        except to the extent that such Losses are found in a final
        non-appealable judgment by a court of competent jurisdiction to have
        resulted from such Indemnified Party's gross negligence, wilful
        misconduct or breach of the Finance Documents by an Indemnified
        Party.

(b)     The company further agrees that no Indemnified Party shall have any
        liability (whether direct or indirect, in contract, tort or
        otherwise) to it or any of its shareholders or creditors for or in
        connection with the transactions referred to above, except for
        direct (as opposed to indirect or consequential)


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<PAGE>

        damages or losses to the extent such liability is found in a final
        non-appealable judgment by a court of competent jurisdiction to have
        resulted from such Indemnified Party's gross negligence, wilful
        misconduct or breach of the Finance Documents.

15.     MITIGATION BY THE LENDERS

15.1    MITIGATION

(a)     Each Finance Party shall, in consultation with the Company, take all
        reasonable steps to mitigate any circumstances which arise and which
        would result in any amount becoming payable under or pursuant to, or
        cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12
        (Tax gross-up and indemnities) or Clause 13 (Increased Costs)
        including (but not limited to) transferring its rights and
        obligations under the Finance Documents to another Affiliate or
        Facility Office.

(b)     Paragraph (a) above does not in any way limit the obligations of any
        Obligor under the Finance Documents.

15.2    LIMITATION OF LIABILITY

(a)     The Company shall indemnify each Finance Party for all costs and
        expenses reasonably incurred by that Finance Party as a result of
        steps taken by it under Clause 15.1 (Mitigation).

(b)     A Finance Party is not obliged to take any steps under Clause 15.1
        (Mitigation) if, in the opinion of that Finance Party (acting
        reasonably), to do so might be prejudicial to it.

16.     COSTS AND EXPENSES

16.1    TRANSACTION EXPENSES

        The Company shall promptly on demand pay the Facility Agent, the
        Security Agent and the Arranger the amount of all reasonable costs
        and expenses (including legal fees and subject to any agreed caps)
        incurred by any of them in connection with the negotiation,
        preparation, printing, execution and syndication of:

        (a)     this Agreement and any other documents referred to in this
                Agreement; and

        (b)     any other Finance Document (other than a Transfer
                Certificate) executed after the date of this Agreement.

16.2    AMENDMENT COSTS

        If (a) an Obligor requests an amendment, waiver or consent or (b) an
        amendment is required pursuant to Clause 28.9 (Change of currency),
        the Company shall, within three Business Days of demand, reimburse
        the Facility Agent and the Security Agent for the amount of all
        costs and expenses (including legal fees) reasonably incurred by the
        Facility Agent or the Security Agent in responding to, evaluating,
        negotiating or complying with that request or requirement.

16.3    ENFORCEMENT COSTS

        The Company shall, within three Business Days of demand, pay to each
        Finance Party the amount of all costs and expenses (including legal
        fees) properly incurred by that Finance Party in connection with the
        enforcement of, or the preservation of any rights under, any Finance
        Document.

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                                  SECTION 7

                           GUARANTEE AND SECURITY

17.     GUARANTEE AND INDEMNITY

17.1    GUARANTEE AND INDEMNITY

        Each Guarantor irrevocably and unconditionally jointly and
        severally:

        (a)     guarantees to each Finance Party and Hedging Bank punctual
                performance by each other Obligor of all that Obligor's
                obligations under the Finance Documents;

        (b)     undertakes with each Finance Party and Hedging Bank that
                whenever an Obligor does not pay any amount when due under
                or in connection with any Finance Document, that Guarantor
                shall immediately on demand pay that amount as if it was the
                principal obligor; and

        (c)     indemnifies each Finance Party and Hedging Bank immediately
                on demand against any cost, loss or liability suffered by
                that Finance Party or Hedging Bank (i) if any obligation
                guaranteed by it is or becomes unenforceable, invalid or
                illegal; or (ii) by operation of law the amount of the cost,
                loss or liability shall be equal to the amount which that
                Finance Party or Hedging Bank would otherwise have been
                entitled to recover.

17.2    CONTINUING GUARANTEE

        This guarantee is a continuing guarantee and will extend to the
        ultimate balance of sums payable by any Obligor under the Finance
        Documents, regardless of any intermediate payment or discharge in
        whole or in part.

17.3    REINSTATEMENT

        If any payment by an Obligor or any discharge given by a Finance
        Party or Hedging Bank (whether in respect of the obligations of any
        Obligor or any security for those obligations or otherwise) is
        avoided or reduced as a result of insolvency or any similar event:

        (a)     the liability of each Obligor shall continue as if the
                payment, discharge, avoidance or reduction had not occurred;
                and

        (b)     each Finance Party and Hedging Bank (as applicable) shall be
                entitled to recover the value or amount of that security or
                payment from each Obligor, as if the payment, discharge,
                avoidance or reduction had not occurred.

17.4    WAIVER OF DEFENCES

        The obligations of each Guarantor under this Clause 17 will not be
        affected by an act, omission, matter or thing which, but for this
        Clause 17, would reduce, release or prejudice any of its obligations
        under this Clause 17 (without limitation and whether or not known to
        it or any Secured Party) including:

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        (a)     any time, waiver or consent granted to, or composition with,
                any Obligor or other person;

        (b)     the release of any other Obligor or any other person under
                the terms of any composition or arrangement with any
                creditor of any member of the Group or any other person;

        (c)     the taking, variation, compromise, exchange, renewal or
                release of, or refusal or neglect to perfect, take up or
                enforce, any rights against, or security over assets of, any
                Obligor or other person or any non-presentation or
                non-observance of any formality or other requirement in
                respect of any instrument or any failure to realise the full
                value of any security;

        (d)     any incapacity or lack of power, authority or legal
                personality of or dissolution or change in the members or
                status of an Obligor or any other person;

        (e)     any amendment, novation, supplement, extension, restatement
                (however fundamental and whether or not more onerous) or
                replacement of any Finance Document or any other document or
                security including any change in the purpose of, any
                extension of or any increase in any facility or the addition
                of any new facility under any Finance Document or other
                document or security;

        (f)     any unenforceability, illegality or invalidity of any
                obligation of any person under any Finance Document or any
                other document or security; or

        (g)     any insolvency or similar proceedings.

17.5    IMMEDIATE RECOURSE

        Each Guarantor waives any right it may have of first requiring any
        Finance Party or Hedging Bank (or any trustee or agent on its
        behalf) to proceed against or enforce any other rights or security
        or claim payment from any person before claiming from that Guarantor
        under this Clause 17. This waiver applies irrespective of any law or
        any provision of a Finance Document to the contrary.

17.6    APPROPRIATIONS

        Until all amounts which may be or become payable by the Obligors
        under or in connection with the Finance Documents have been
        irrevocably paid in full, each Finance Party and Hedging Bank (or
        any trustee or agent on its behalf) may:

        (a)     refrain from applying or enforcing any other moneys,
                security or rights held or received by that Finance Party or
                Hedging Bank (or any trustee or agent on its behalf) in
                respect of those amounts, or apply and enforce the same in
                such manner and order as it sees fit (whether against those
                amounts or otherwise) and no Guarantor shall be entitled to
                the benefit of the same; and

        (b)     hold in an interest-bearing suspense account any moneys
                received from any Guarantor or on account of any Guarantor's
                liability under this Clause 17.

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17.7    DEFERRAL OF GUARANTORS' RIGHTS

        Until all amounts which may be or become payable by the Obligors
        under or in connection with the Finance Documents have been
        irrevocably paid in full and unless the Facility Agent (or, as the
        case may be, the Security Agent) otherwise directs, no Guarantor
        will exercise any rights which it may have by reason of performance
        by it of its obligations under the Finance Documents:

        (a)     to be indemnified by an Obligor;

        (b)     to claim any contribution from any other guarantor of any
                Obligor's obligations under the Finance Documents; and/or

        (c)     to take the benefit (in whole or in part and whether by way
                of subrogation or otherwise) of any rights of the Finance
                Parties or Hedging Banks under the Finance Documents or of
                any other guarantee or security taken pursuant to, or in
                connection with, the Finance Documents by any Finance Party
                or Hedging Bank.

17.8    RELEASE OF GUARANTORS' RIGHT OF CONTRIBUTION

        If any Guarantor (a "RETIRING GUARANTOR") ceases to be a Guarantor
        in accordance with the terms of the Finance Documents for the
        purpose of any sale or other disposal of that Retiring Guarantor
        then on the date such Retiring Guarantor ceases to be a Guarantor:

        (a)     that Retiring Guarantor is released by each other Guarantor
                from any liability (whether past, present or future and
                whether actual or contingent) to make a contribution to any
                other Guarantor arising by reason of the performance by any
                other Guarantor of its obligations under the Finance
                Documents; and

        (b)     each other Guarantor waives any rights it may have by reason
                of the performance of its obligations under the Finance
                Documents to take the benefit (in whole or in part and
                whether by way of subrogation or otherwise) of any rights of
                the Finance Parties under any Finance Document or of any
                other security taken pursuant to, or in connection with, any
                Finance Document where such rights or security are granted
                by or in relation to the assets of the Retiring Guarantor.

17.9    ADDITIONAL SECURITY

        This guarantee is in addition to and is not in any way prejudiced by
        any other guarantee or security now or subsequently held by any
        Finance Party or Hedging Bank.

17.10   LIMITATIONS

        In relation to any Guarantor incorporated or established in Germany
        the following shall apply:

        (a)     The enforcement of the guarantee and indemnity granted under
                this Clause 17 (the "GUARANTEE") shall be, at the date
                hereof and at any time thereafter, limited to an amount
                equal to the net assets of the Guarantor, which are
                calculated as such Guarantor's total assets (the calculation
                of which shall take into account the captions reflected in
                Section 266 (2) A, B and C of the German Commercial Code
                (Handelsgesetzbuch)) less its reserves for own shares
                (Section 266 (3) A III.2. of the German Commercial Code)
                less its liabilities (the calculation of which shall take
                into account the captions reflected in


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                Section 266 (3) B, C, D of the German Commercial Code) less
                its registered share capital (Stammkapital) (the Net
                Assets).

        (b)     For the purposes of calculating Net Assets the balance sheet
                shall be adjusted in a way that (i) any amounts which the
                Guarantor has received from any Loan which has been on-lent
                by the Borrower to the Guarantor and is still outstanding at
                the time of the enforcement of the Guarantee shall be
                disregarded or (ii) the amount of any increase of the
                Guarantor's registered share capital out of retained
                earnings (Kapitalerhohung aus Gesellschaftsmittein) after
                the date of the Guarantee that has been effected without the
                prior written consent of the Facility Agent shall be
                deducted from the Guarantor's registered share capital.

        (c)     Furthermore, the Guarantor shall, in a situation where

                (i)     it does not have sufficient assets to maintain its
                        registered share capital; and

                (ii)    the Facility Agent would (but for this Clause) be
                        entitled and is seeking to enforce the security
                        granted under this Guarantee,

                        (A)     realise any and all of its assets that are
                                shown in the balance sheet with a book value
                                (Buchwert) which is significantly lower than
                                the market value of such assets, provided
                                such asset is not necessary for the
                                Guarantor's business (betriebsnotwendig).

        (d)     For the purpose of the calculation of the Net Assets and
                thus the enforceable amount, the Guarantor will deliver
                within 30 Business Days after his notification by the
                Facility Agent of an Event of Default, to the Facility Agent
                an up to date balance sheet drawn-up by its auditors or any
                other reputable firm of auditors together with a
                determination of the Net Assets by the respective auditors.
                The balance sheet and determination of Net Assets shall be
                prepared in accordance with accounting principles pursuant
                to the German Commercial Code (Handelsgesetzbuch) and be
                based on the same principles that were applied when
                establishing the previous year's balance sheet.

        (e)     Should the Guarantor fail to deliver such balance sheet
                and/or determination of the Net Assets within the 30
                Business Day period referred to above or if the Guarantor
                has generally ceased to make payments or upon filing of an
                application for insolvency proceedings by the Guarantor, the
                Facility Agent shall be entitled to enforce the Guarantee,
                without the enforcement limitations provided for above
                applying at the time of such enforcement, but is obliged to
                retransfer proceeds from such enforcement to the extent that
                the Guarantor demonstrates in reasonable detail that the
                enforcement of this Guarantee violated the rules on
                preservation of the stated share capital under
                SectionSection SS 30,31 GmbH-Act as set out in paragraph
                (a)-(c) above by resulting or enhancing negative assets
                (Unterblilanz) of the Guarantor.

        (f)     This Guarantee shall further not be enforced to the extent
                that the Guarantor demonstrates in reasonable detail that
                such enforcement would lead to a breach of the Gebot der
                Rucksichtnahme auf die Eigenbelange der Gesellschaft (duty
                of care owing by the relevant shareholders vis-a-vis the
                respective company) and of the Verbot des
                existenzvernichtenden Eingriffs (prohibition of

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                insolvency-causing intervention), as developed by the recent
                jurisdiction (in particular BGH II ZR 178/99 "BREMER
                VULKAN", BGH II ZR 196/00 and BGH II ZR 300/00 "KBV"), of
                the Federal Supreme Court (Bundesgerichtshof), caused for
                example, as far as this would be within the scope of the
                cited court ruling, if the entering into the Guarantee and
                its enforcement results in the illiquidity
                (Zahlungsunfahigkeit) of the Guarantor. The Facility Agent
                shall be obliged to retransfer proceeds from such
                enforcement to the extent that the Guarantor demonstrates in
                reasonable detail that the enforcement of the Guarantee
                violated the rules of the cited Federal Supreme Court
                rulings. Otherwise, any claim for damages to the Facility
                Agent (excluding, for the avoidance of doubt, any claim
                relating to unjust enrichment) by the Guarantor, any
                shareholders of the Guarantor or its managing directors
                shall be excluded.

        (g)     The guarantee of any Additional Guarantor is subject to any
                limitations relating to that Additional Guarantor set out in
                any relevant Accession Letter and in the case of each
                Additional Guarantor incorporated in Belgium (an "ADDITIONAL
                BELGIAN GUARANTOR") paragraph (c) will apply.

        (h)     With respect to the obligations of any Obligor, the
                Additional Belgian Guarantor's liability under this Clause
                17 (Guarantee and Indemnity) shall be limited, at any time,
                to a maximum aggregate amount equal to the greater of:

                (i)     an amount equal to 90% of such Additional Belgian
                        Guarantor's net assets (as determined in accordance
                        with the Belgian Companies Code and accounting
                        principles generally accepted in Belgium, but not
                        taking intra-groups debts into account as debts) as
                        shown by its then most recent audited annual
                        financial statements; and

                (ii)    the aggregate of (a) the principal amount borrowed
                        by such Additional Belgian Guarantor pursuant to
                        this Agreement and (b) any intra-group loans or
                        facilities made to it by any other member of the
                        Group (whether or not such intra-group loan is
                        retained by the relevant Guarantor for its own
                        purposes or on-lent to another Group company) it
                        being understood that the amount of each loan will
                        only be counted once when calculating the aggregate
                        amount of all loans.


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                                  SECTION 8

             REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

18.     REPRESENTATIONS

        Each Obligor or (if it so states) the Company makes the
        representations and warranties set out in this Clause 18 to each
        Finance Party on the dates set out in Clause 18.27 (Times when
        representations made) (in the case of any Obligor other than the
        Company, only in relation to itself and, to the extent expressed to
        be applicable to them, its Material Subsidiaries and/or other
        Subsidiaries (if any)).

18.1    STATUS

(a)     It is a limited liability company or corporation, duly incorporated
        and validly existing under the law of its jurisdiction of
        incorporation.

(b)     It has the power to own its assets and carry on its business as it
        is being, and is proposed to be, conducted.

18.2    BINDING OBLIGATIONS

        The obligations expressed to be assumed by it in each Finance
        Document to which it is or will be a party are legal, valid, binding
        and enforceable, subject to:

        (a)     any applicable Reservations; or

        (b)     in the case of any Security Document, any applicable
                Perfection Requirements.

18.3    NON-CONFLICT WITH OTHER OBLIGATIONS

        The entry into and performance by it of, and the transactions
        contemplated by, the Finance Document do not conflict with:

        (a)     any material law or regulation applicable to it;

        (b)     its or any of its Subsidiaries' constitutional documents; or

        (c)     any agreement or instrument binding upon it or any of its
                Subsidiaries or any of its or any of its Subsidiaries'
                assets or constitute a default or termination event (however
                described), in each case to the extent that it would
                reasonably be expected to have a Material Adverse Effect.

18.4    POWER AND AUTHORITY

        It has the power to enter into, perform and deliver, and has taken
        all necessary action to authorise its entry into, performance and
        delivery of, the Finance Documents to which it is or will be a party
        and the transactions contemplated by the Finance Documents.

18.5    VALIDITY AND ADMISSIBILITY IN EVIDENCE

        All necessary Authorisations required:

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        (a)     to enable it lawfully to enter into, exercise its rights and
                comply with its obligations in the Finance Documents to
                which it is a party and the transactions contemplated by the
                Finance Documents;

        (b)     to make the Finance Documents to which it or any of its
                Subsidiaries is a party admissible in evidence in its
                Relevant Jurisdiction, subject to any applicable
                Reservations; and

        (c)     to enable it to create the Security purported to be created
                by it or any of its Subsidiaries pursuant to any Security
                Document and, subject to any applicable Reservations, to
                ensure that such Security has the priority and ranking it is
                expressed to have,

        have been obtained or effected and are in full force and effect,
        save for complying with any applicable Perfection Requirements.

18.6    GOVERNING LAW AND ENFORCEMENT

        Subject to any applicable Reservations:

        (a)     the choice of law specified in each Finance Document as the
                governing law of that Finance Document will be recognised
                and enforced in its Relevant Jurisdiction; and

        (b)     any judgment obtained in England in relation to a Finance
                Document (or in the jurisdiction of the governing law of
                that Finance Document) will be recognised and enforced in
                its Relevant Jurisdiction and, in relation to a Finance
                Document governed by a law other than English law, in the
                jurisdiction of the governing law of that Finance Document.

18.7    DEDUCTION OF TAX

        Provided that each Lender is a Qualifying Lender it is not required
        to make any deduction for or on account of Tax from any payment it
        may make under any Finance Document.

18.8    NO FILING OR STAMP TAXES

        Under the law of its Relevant Jurisdiction it is not necessary that
        the Finance Documents be filed, recorded or enrolled with any court
        or other authority in that jurisdiction or that any stamp,
        registration, notarial or similar taxes or fees be paid on or in
        relation to the Finance Documents or the transactions contemplated
        by the Finance Documents except for:

        (a)     in each case for complying with any applicable Perfection
                Requirements;

        (b)     Belgian stamp duties of EUR 0.15 payable on any loan or
                credit agreement and any pledge agreement drafted and
                executed in Belgium, subject to the conditions of the
                Belgian Stamp Duties Code (Code des droits de timbre/Wetboek
                Zegelrechten) of 26 June 1947, as amended; and

        (c)     notarial fees payable in connection with the notarisation of
                certain Security Documents governed by German law.

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18.9    NO DEFAULT

(a)     No Event of Default is continuing or would reasonably be expected to
        result from the making of any Utilisation or the entry into,
        performance of, or any transaction contemplated by, any Finance
        Document.

(b)     No other event or circumstance is outstanding which constitutes (or
        which would, with the lapse of time, the giving of notice, the
        making of any determination under the relevant document or any
        combination of the foregoing, constitute) a default or termination
        event (however described) under any other agreement or instrument
        which is binding on it or any of its Subsidiaries or to which its
        (or any of its Subsidiaries') assets are subject which would
        reasonably be expected to have a Material Adverse Effect.

18.10   NO BREACH OF LAW

        It has not (and none of its Subsidiaries has) breached any law or
        regulation which breach has, or would reasonably be expected to
        have, a Material Adverse Effect.

18.11   INFORMATION PACKAGE

        In the case of the Company and the Borrower only:

        (i)     Any written factual information in the Information Package
                was true and accurate in all material respects as at the
                date it was provided or as at the date (if any) at which it
                is stated.

        (ii)    Any financial projections in the Information Package have
                been prepared on the basis of recent historical information
                and on the basis of assumptions believed by the Company to
                be fair and reasonable at the time of such preparation.

        (iii)   Any expressions of opinion or intention provided by or on
                behalf of any member of the Group in connection with the
                Information Package, were made after due and careful
                consideration and based on reasonable grounds.

        (iv)    As at the date of this Agreement, nothing has occurred or
                been omitted from the Information Package and no information
                has been given or withheld that, if disclosed, would result
                in:

                (A)     any factual information in the Information Package
                        being untrue or misleading in any material respect;
                        or

                (B)     any assumption or ground on which any financial
                        projection or expression of opinion or intention in
                        the Information Package is based being unreasonable.

18.12   FINANCIAL STATEMENTS

(a)     Its Original Financial Statements were prepared in accordance with
        the Applicable Accounting Principles except as disclosed in any
        notes to the Original Financial Statements.

(b)     Its Original Financial Statements fairly represent its financial
        condition and operations as at the end of and for the relevant
        financial year except as disclosed in any notes to the Original
        Financial Statements.

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(c)     As at the date of this Agreement, there has been no material adverse
        change in its assets, business or financial condition (or, in the
        case of the Company, the assets, business or financial condition of
        the Group) since 31 March 2006.

(d)     The financial year end of each member of the Group is 31 December.

(e)     The Business Plan was prepared in accordance with Applicable
        Accounting Principles except as otherwise agreed between the Company
        and the Facility Agent and financial reference periods of the
        Company consistently applied as at the date of this Agreement.

18.13   PARI PASSU RANKING

        Subject to any applicable Reservations, without limiting Clause
        18.15 (Security) below, its payment obligations under the Finance
        Documents rank at least pari passu with the claims of all its other
        unsecured and unsubordinated creditors, except for obligations
        mandatorily preferred by law applying to companies generally.

18.14   NO PROCEEDINGS PENDING OR THREATENED

(a)     No litigation, arbitration or administrative proceedings of or
        before any court, arbitral body or agency including, but not limited
        to, investigative proceedings (including any arising from or
        relating to Environmental Law) which could reasonably be expected to
        be adversely determined and, if so determined, would reasonably be
        expected to have a Material Adverse Effect have been started or (to
        the best of its knowledge and belief) threatened in writing against
        it or any of its Subsidiaries.

18.15   SECURITY

(a)     Subject to any applicable Perfection Requirements and any applicable
        Reservations, each Security Document creates (or, once entered into,
        will create) in favour of the Security Agent, the Security which it
        is expressed to create fully perfected and with the ranking and
        priority it is expressed to have.

(b)     Subject to Clause 21.27 (Amendment to articles of association of CP
        Films) the constitutional documents of any member of the Group do
        not and would not restrict or inhibit in any manner any transfer of
        any shares of any member of the Group which are expressed to be (or
        are required by this Agreement to be or become) subject to any
        Security under any Security Document.

18.16   ASSETS

        It and each of its Subsidiaries has good and marketable title to, or
        valid leases or licences of, or is otherwise entitled to use (in
        each case, on arm's length terms), all material assets necessary for
        the conduct of its business as it is being, and is proposed to be,
        conducted.

18.17   ENVIRONMENTAL LAWS AND LICENCES

        It and each of its Subsidiaries has:

        (a)     complied with all Environmental Laws to which it may be
                subject;

        (b)     all Environmental Licences required in connection with its
                business; and

        (c)     complied with the terms of those Environmental Licences,

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        in each case where failure to do so would reasonably be expected to
        have a Material Adverse Effect.

18.18   GROUP STRUCTURE

(a)     The Group Structure Chart shows:

        (i)     each member of the Group and any person in whose shares any
                member of the Group has an interest (and the percentage of
                the issued share capital held, and whether legally or
                beneficially, by that member) as at the date of this
                Agreement;

        (ii)    the jurisdiction of incorporation or establishment of each
                person shown in it; and

        (iii)   the status of each person shown in it which is not a limited
                liability company or corporation.

(b)     Each Obligor other than the Company is directly or indirectly a
        wholly-owned Subsidiary of the Company.

(c)     The Company does not own any of the shares in Flexsys other than 50%
        of the preference shares nor holds voting rights which would mean
        Flexsys would fall within the definition of being a subsidiary of
        the Company.

18.19   NO FINANCIAL INDEBTEDNESS, GUARANTEES OR SECURITY

(a)     No member of the Group has any Financial Indebtedness other than
        Permitted Financial Indebtedness.

(b)     No member of the Group has issued any guarantee other than a
        Permitted Guarantee.

(c)     No Security or Quasi Security exists over all or any of its (or any
        of its Subsidiaries') assets other than Permitted Security.

18.20   SHARES

(a)     The shares of any member of the Group which are expressed to be (or
        are required by this Agreement to be or become) subject to any
        Security under any Security Document are issued, fully paid, freely
        transferable other than as provided in the articles of association
        of the Borrower as delivered pursuant to Clause 4.1 (Initial
        conditions precedent) and subject to Clause 21.27 (Amendment to
        articles of association of CP Films) and constitute shares in the
        capital of limited liability companies, and there are no moneys or
        liabilities outstanding or payable in respect of any such share.

(b)     No person has or is entitled to any conditional or unconditional
        option, warrant or other right to call for the issue or allotment
        of, subscribe for (other than pursuant to the existing security over
        the shares in the Company expressly disclosed in paragraphs
        2.2(a)(v), 2.2(b)(i) and 2.2(b)(ii) of the Due Diligence Report,
        purchase or otherwise acquire any share capital of any member of the
        Group (including any right of pre-emption, conversion or exchange).

(c)     Except in connection with any Permitted Share Transaction, there are
        no agreements in force or corporate resolutions passed which require
        or are reasonably expected to require the present or


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        future issue or allotment of any share capital of any Obligor
        (including any option or right of pre-emption, conversion or
        exchange).

(d)     The shares of any member of the Group which are expressed to be (or
        are required by this Agreement to be or become) subject to any
        Security under any Security Document constitute all the share
        capital of the relevant member of the Group except for one share in
        the Borrower which is owned by Solutia, Inc..

18.21   INTELLECTUAL PROPERTY

(a)     Each member of the Group owns or has validly licensed to all
        material Intellectual Property necessary for the conduct of its
        business as it is being, and is proposed to be, conducted.

(b)     Each member of the Group has paid all necessary fees and is in
        compliance with all material terms of any such licence to the extent
        necessary to preserve its ability to use and enforce all such
        Intellectual Property.

(c)     No member of the Group has infringed any material Intellectual
        Property of any third party in any material respect.

(d)     To the best of the Company's knowledge and belief, there has been no
        material infringement or threatened or suspected infringement of or
        challenge to the validity of any Intellectual Property owned by or
        licensed to any member of the Group.

18.22   SOLVENCY

        No Event of Default set out in Clause 22.6 (Insolvency), Clause 22.7
        (Insolvency proceedings) or Clause 22.8 (Creditors process) has
        occurred and is continuing.

18.23   TAXES

(a)     Each member of the Group has paid all Taxes required to be paid by
        it within the time period allowed for payment without incurring any
        penalties for non payment other than any Taxes:

        (i)     being contested by it in good faith and in accordance with
                the relevant procedures;

        (ii)    which have been disclosed to the Arranger and for which
                adequate reserves are being maintained in accordance with
                GAAP; and

        (iii)   where payment can be lawfully withheld and will not result
                in the imposition of any penalty nor in any Security (other
                than paragraph (l) of the definition of Permitted Security)
                ranking in priority to the claims of any Finance Party under
                any Finance Document or to any Security created under any
                Security Document.

        For the avoidance of doubt, this does not include any payment or
        penalties incurred prior to the date of this Agreement to the extent
        those liabilities have been discharged and there is no longer a
        dispute with the relevant taxation authority.

(b)     No Finance Party is or will be deemed to be resident, domiciled or
        carrying on business in its Relevant Jurisdiction by reason only of
        the execution, performance and/or enforcement of any Finance
        Document or Hedging Document.

                                    -65-

<PAGE>
<PAGE>

18.24   PENSIONS

(a)     No member of the Group has any material liability in respect of any
        pension scheme and there are no circumstances which would give rise
        to such a liability which would reasonably be expected to have a
        Material Adverse Effect.

(b)     No member of the Group is in breach of any applicable material laws
        relating to and the governing provisions of the pension schemes
        maintained by or for the benefit of any member of the Group and/or
        any of its employees which would reasonably be expected to have a
        Material Adverse Effect.

18.25   INSURANCES

(a)     The insurances required by Clause 21.22 (Insurance) are in full
        force and effect as required by this Agreement.

(b)     To the best of the Company's knowledge and belief (following all
        reasonable enquiries), no event or circumstance has occurred, and
        there has been no failure to disclose a fact, which would entitle
        any insurer to reduce or avoid its liability under any such
        insurance where such event, circumstance or failure would reasonably
        be expected to have a Material Adverse Effect.

18.26   MASTER OPERATING AGREEMENT

        The Security created pursuant to any Security Document does not
        violate the terms and conditions of the Master Operating Agreement
        it being understood that the Belgian floating charge agreement and
        any floating charge granted upon exercise of the Belgian floating
        charge mandate shall not include a pledge of the Company's rights
        under the Master Operating Agreement, to the extent such pledge
        would violate the Master Operating Agreement.

18.27   TIMES WHEN REPRESENTATIONS MADE

(a)     The representations and warranties set out in this Clause 18 (except
        for Clause 18.11 (Information Package) are:

        (i)     made by each Original Obligor on the date of this Agreement;

        (ii)    deemed to be made by each Obligor on the Closing Date by
                reference to the facts and circumstances then existing
                (unless otherwise stated).

(b)     The representations and warranties set out in Clause 18.11
        (Information Package) are deemed to be made by each Obligor:

        (i)     with respect to the Information Memorandum, on the date on
                which the Information Memorandum is approved by the Company
                and the Syndication Date;

        (ii)    with respect to the Reports, on the Closing Date and the
                Syndication Date;

        (iii)   with respect to the Business Plan, the date of this
                Agreement, the Closing Date and the Syndication Date; and

        (iv)    with respect to each Budget (other than the Business Plan),
                the date on which it is approved by the Company,

                                    -66-

<PAGE>
<PAGE>

        in each case by reference to the facts and circumstances then
        existing.

(c)     The Repeating Representations (and, in the case of sub-paragraph
        (ii) below, the representations and warranties set out in Clause
        18.8 (Validity and admissibility in evidence) and Clause 18.7 (No
        filing or stamp taxes)) are deemed to be made by each Obligor on:

        (i)     the date of each Utilisation Request and the first day of
                each Interest Period; and

        (ii)    in the case of an Additional Guarantor, the day on which the
                company becomes (or it is proposed that the company becomes)
                an Additional Guarantor,

        in each case by reference to the facts and circumstances then existing.

19.     INFORMATION UNDERTAKINGS

        The undertakings in this Clause 19 remain in force from the date of
        this Agreement for so long as any amount is outstanding under the
        Finance Documents or any Commitment is in force.

19.1    ANNUAL FINANCIAL STATEMENTS

        The Company shall supply to the Facility Agent in sufficient copies
        for all the Lenders as soon as the same become available, but in any
        event:

        (a)     within 120 days after the end of its financial years, its
                audited consolidated financial statements for that financial
                year (commencing with the financial year ended 31 December
                2006); and

        (b)     within 150 days after the end of each of its financial
                years, the audited financial statements of each Obligor for
                that financial year if requested by the Facility Agent
                (acting on the instructions of any Lender).

19.2    QUARTERLY FINANCIAL STATEMENTS

(a)     The Company shall supply to the Facility Agent in sufficient copies
        for all the Lenders as soon as the same become available its
        consolidated financial statements:

        (i)     within 45 days of the end of the Accounting Quarters ending
                on or about 31 March, 30 June and 30 September in any
                financial year; and

        (ii)    within 60 days of the end of the Accounting Quarter ending
                on or about 31 December in any financial year.

(b)     Each set of quarterly financial statements delivered pursuant to
        paragraph (a) above shall include:

        (i)     a consolidated cash flow statement and profit and loss
                account for the relevant Accounting Quarter and for the
                financial year to date;

        (ii)    a consolidated balance sheet as at the end of the relevant
                Accounting Quarter;

        (iii)   a comparison with the corresponding Accounting Quarter, and
                the year to date performance, in the previous year; and

                                    -67-

<PAGE>
<PAGE>

        (iv)    management commentary on the Group's performance during the
                relevant Accounting Quarter and any material developments or
                proposals affecting the Group or its business.

19.3    MONTHLY FINANCIAL STATEMENTS

(a)     Commencing from and including the third Month after the Closing Date
        and for so long as and at any time that, the Company delivers a
        Compliance Certificate in accordance with the terms of this
        Agreement which shows the ratio of Net Borrowings to EBITDA to be
        greater than or equal to 2.5:1, the Company shall supply to the
        Facility Agent in sufficient copies for all the Lenders as soon as
        the same become available, but in any event within 30 days after the
        end of each Accounting Month its monthly internal management
        information for that Accounting Month.

(b)     Each set of monthly internal management information delivered
        pursuant to paragraph (a) above shall be in a format agreed with the
        Facility Agent prior to the Closing Date.

19.4     COMPLIANCE CERTIFICATE

(a)     The Company shall supply to the Facility Agent, with each set of
        financial statements delivered pursuant to paragraph (a) of Clause
        19.1 (Annual financial statements) or Clause 19.2 (Quarterly
        financial statements) a Compliance Certificate which shall:

        (i)     set out (in reasonable detail) computations as to compliance
                with Clause 20 (Financial covenants) and Clause 21.20
                (Security and guarantees) as at, or, as the case may be, in
                respect of the Relevant Period ending on the date as at
                which those financial statements were drawn up; and

        (ii)    confirm that no Default is continuing (or if a Default is
                continuing, specify the Default and the steps being taken to
                remedy it).

(b)     If required to be delivered with the financial statements delivered
        pursuant to paragraph (a) of Clause 19.1 (Annual financial
        statements), the Compliance Certificate shall also:

        (i)     set out (in reasonable detail) the computation of Excess
                Cash Flow and Retained Cash (noting to the extent it has
                been applied or committed to be applied in accordance with
                this Agreement for a specific purpose) for that financial
                year;

        (ii)    set out (in reasonable detail) computations as to compliance
                with Clause 20.2 (Capital Expenditure) during that financial
                year;

        (iii)   include a reconciliation of the audited financial statements
                of the Group for that financial year and the management
                accounts of the Group as at the end of that financial year;
                and

        (iv)    set out the Material Subsidiaries and (in reasonable detail)
                computations for the determination of which members of the
                Group are Material Subsidiaries.

(c)     Each Compliance Certificate shall be signed by two directors of the
        Company and, if required to be delivered with the financial
        statements delivered pursuant to paragraph (a) of Clause 19.1
        (Annual financial statements), shall be reported on by the Company's
        auditors in the Agreed Form.

                                    -68-

<PAGE>
<PAGE>

19.5    REQUIREMENTS AS TO FINANCIAL STATEMENTS

(a)     Each set of financial statements delivered by the Company pursuant
        to Clause 19.1 (Annual financial statements), Clause 19.2 (Quarterly
        financial statements) or Clause 19.3 (Monthly financial statements)
        shall be certified by a director of the relevant company as fairly
        representing its (or, as the case may be, its consolidated)
        financial condition and operations as at the end of and for the
        period in relation to which those financial statements were drawn up.

(b)     The Company shall procure that each set of financial statements of
        an Obligor delivered pursuant to Clause 19.1 (Annual financial
        statements), Clause 19.2 (Quarterly financial statements) or Clause
        19.3 (Monthly financial statements) is prepared deconsolidating
        Permitted Non-Recourse Subsidiaries.

(c)     The Company shall procure that each set of financial statements of
        an Obligor delivered pursuant to Clause 19.1 (Annual financial
        statements), Clause 19.2 (Quarterly financial statements) or Clause
        19.3 (Monthly financial statements) is prepared using GAAP,
        accounting practices and financial reference periods in each case
        consistent with the Applicable Accounting Principles unless, in
        relation to any set of financial statements, it notifies the
        Facility Agent that there has been a change in GAAP, the accounting
        practices or reference periods or its auditors (or, if appropriate,
        the auditors of the Obligor) deliver to the Facility Agent:

        (i)     a description of any change necessary for the relevant
                financial statements to reflect the Applicable Accounting
                Principles; and

        (ii)    sufficient information, in form and substance as may be
                reasonably required by the Facility Agent, to enable the
                Lenders to determine whether Clause 20 (Financial covenants)
                has been complied with, to calculate the Excess Cash Flow,
                to determine any other relevant matter and/or to make an
                accurate comparison between the financial position indicated
                in those financial statements and that Obligor's Original
                Financial Statements.

        Any reference in this Agreement to those financial statements shall
        be construed as a reference to those financial statements as
        adjusted to reflect the Applicable Accounting Principles.

(d)     If the Company notifies the Facility Agent of a change in accordance
        with paragraph (b) of this Clause 19.6 the Company and the Facility
        Agent shall enter into negotiations in good faith with a view to
        agreeing any amendments to this Agreement which are necessary as a
        result of the change. To the extent practicable these amendments
        will be such as to ensure that the change does not result in any
        material alteration in the commercial effect of the obligations in
        this Agreement. If any amendments are agreed they shall take effect
        and be binding on each of the Parties in accordance with their
        terms.

19.6    ANNUAL BUDGET

(a)     The Company shall supply to the Facility Agent in sufficient copies
        for all the Lenders as soon as the same becomes available, but in
        any event no later than the start of each of its financial years, a
        Budget in respect of that next financial year in the Agreed Form.

                                    -69-

<PAGE>
<PAGE>

(b)     Each Budget shall include:

        (i)     a projected consolidated cash flow statement and profit and
                loss account of the Group for that financial year; and;

        (ii)    a management commentary on:

                (A)     the proposed activities of the Group during that
                        year (including material Capital Expenditure
                        investments, acquisitions and disposals proposed
                        during that year);

                (B)     the principal assumptions underlying the projections
                        in that Budget; and

                (C)     any material variations to the Base Case during that
                        year.

(c)     The Company shall supply to the Facility Agent in sufficient copies
        for all the Lenders an updated Budget promptly upon becoming aware
        of any material change to the projections in the then most recent
        Budget.

19.7    PRESENTATIONS

(a)     If requested by the Facility Agent (acting on the instructions of
        the Majority Lenders), the directors of the Company shall give a
        presentation to the Lenders, at such time and place as the Facility
        Agent may reasonably request, about the business, financial
        performance and prospects of the Group, and such other matters as
        any Finance Party (through the Facility Agent) may reasonably
        request. The Facility Agent (acting on the instructions of the
        Majority Lenders) may not request more than one presentation in any
        financial year, unless an Event of Default is continuing.

19.8    INFORMATION: MISCELLANEOUS

        The Company shall supply to the Facility Agent (in sufficient copies
        for all the Lenders, if the Facility Agent so requests):

        (a)     at the same time as they are dispatched, copies of all
                documents dispatched by the Company to its shareholders, in
                their capacity as shareholders generally (or any class of
                them) or its creditors generally (or any class of them);

        (b)     promptly upon becoming aware of them, the details of any
                litigation, arbitrations or administrative proceedings which
                are current, threatened in writing or pending against any
                member of the Group or any Restricted Person, which could
                reasonably be expected to be adversely determined and which,
                if so determined, would reasonably be expected to have a
                Material Adverse Effect;

        (c)     promptly upon becoming aware of them, the details of any
                litigation, arbitration or administrative proceedings which
                are current, pending or threatened, and any claim, notice or
                other communication received by it in respect of any actual
                or alleged breach or liability or any notice of
                acceleration, enforcement or similar steps, which relates to
                the Security in Belgium granted in respect of the Euro
                Notes.

        (d)     promptly upon becoming aware of them, the details of any
                litigation, arbitration or administrative proceedings which
                are current, pending or threatened in writing, and any

                                    -70-

<PAGE>
<PAGE>

                claim, notice or other communication in respect of any
                actual or alleged breach or liability, relating to the DIP
                Financing (or any replacement to the DIP Financing);

        (e)     promptly upon becoming aware of them, the details of any
                material labour dispute affecting any member of the Group
                which could reasonably be expected to be adversely
                determined and which, if so determined, would reasonably be
                expected to have a Material Adverse Effect;

        (f)     promptly upon becoming aware of them, the details of any
                claim, notice or other written communication received by it
                in respect of any actual or alleged breach of or liability
                under Environmental Law, or any event or circumstance which
                is likely to result in any such claim or notice, which could
                reasonably be expected to be substantiated and which, if
                substantiated, would reasonably be expected to have a
                Material Adverse Effect;

        (g)     promptly upon becoming aware of them, any change in the
                structure of the Group from that set out in the Group
                Structure Chart which is or would reasonably be expected to
                be adverse to the interests of the Finance Parties;

        (h)     promptly upon becoming aware of them, the details of any
                claim and/or potential claim for an amount in excess of
                (euro)3,000,000 (or its equivalent in another currency or
                currencies) in aggregate made by or on behalf of any member
                of the Group under any insurance policy;

        (i)     promptly such further information regarding the financial
                condition or the business of any member of the Group as any
                Finance Party (through the Facility Agent) may reasonably
                request.

19.9    NOTIFICATION OF EVENT OF DEFAULT

(a)     Each Obligor shall notify the Facility Agent of any Event of Default
        (and the steps, if any, being taken to remedy it) promptly upon
        becoming aware of its occurrence (unless that Obligor is aware that
        a notification has already been provided by another Obligor).

(b)     Promptly upon a request by the Facility Agent, the Company shall
        supply to the Facility Agent a certificate signed by two of its
        directors on its behalf certifying that no Event of Default is
        continuing (or if an Event of Default is continuing, specifying the
        Event of Default and the steps, if any, being taken to remedy it).

19.10   INSPECTION OF BOOKS AND RECORDS

(a)     Each Obligor shall (and the Company shall ensure that each member of
        the Group will):

        (i)     keep books and records which accurately reflect in all
                material respects all of its business, affairs and
                transactions; and

        (ii)    following the occurrence of an Event of Default and upon
                reasonable notice, permit any Finance Party to visit any of
                its offices during normal working hours, to inspect any of
                its books and records and to discuss its financial matters
                with its officers and auditors. The cost and expense of each
                such visit shall be borne by the Company.

                                    -71-

<PAGE>
<PAGE>

(b)     If requested by the Facility Agent, each Obligor shall authorise
        and/or (as the case may be) engage its auditors and/or any of the
        firms which prepared the Reports to discuss any matter with any of
        the Finance Parties on terms and conditions acceptable to the
        Facility Agent (acting reasonably).

19.11   AUDITORS

(a)     Subject to paragraph (b), the Company shall ensure that the same
        internationally recognised "big four" firm of accountants is
        appointed as its auditors and the auditors of each other member of
        the Group, with the exception of CP Films Vertriebs GmbH which may
        continue to use its existing firm of accountants as auditors.

(b)     No Obligor shall (and the Company shall ensure that no other member
        of the Group will) change its auditors without the consent of the
        Majority Lenders.

(c)     The Company shall ensure that the financial year end of the Group
        and each member of the Group is 31 December.

(d)     No Obligor shall (and the Company shall ensure that no other member
        of the Group will) change its financial year end or the end of its
        Accounting Quarter or Accounting Month without the consent of the
        Majority Lenders.

19.12   INVESTIGATIONS

(a)     The Facility Agent (acting reasonably) may (no more than once in any
        calendar year or at any time following the occurrence of an Event of
        Default which is continuing) require the Company to instruct the
        auditors of the Company (or such other internationally recognised
        "big four" firm of accountants as the Facility Agent selects) to
        investigate the affairs, financial performance or accounting and
        other reporting procedures and standards of the Group.

        The cost and expense of each such investigation or report shall be
        borne by the Company.

(b)     Each Obligor shall (and the Company shall ensure that each other
        member of the Group will) co-operate fully with any person carrying
        out an investigation or preparing a report pursuant to paragraph (a)
        above.

19.13   USE OF WEBSITES

(a)     The Company may satisfy its obligation under this Agreement to
        deliver any information in relation to those Lenders (the "WEBSITE
        LENDERS") who accept this method of communication by posting this
        information onto an electronic website designated by the Company and
        the Facility Agent (the "DESIGNATED WEBSITE") if:

        (i)     the Facility Agent expressly agrees (after consultation with
                each of the Lenders) that it will accept communication of
                the information by this method;

        (ii)    both the Company and the Facility Agent are aware of the
                address of and any relevant password specifications for the
                Designated Website; and

        (iii)   the information is in a format previously agreed between the
                Company and the Facility Agent.

                                    -72-

<PAGE>
<PAGE>

        If any Lender (a "PAPER FORM LENDER") does not agree to the delivery
        of information electronically then the Facility Agent shall notify
        the Company accordingly and the Company shall supply the information
        to the Facility Agent (in sufficient copies for each Paper Form
        Lender) in paper form. In any event the Company shall supply the
        Facility Agent with at least one copy in paper form of any
        information required to be provided by it.

(b)     The Facility Agent shall supply each Website Lender with the address
        of and any relevant password specifications for the Designated
        Website following designation of that website by the Company and the
        Facility Agent.

(c)     The Company shall promptly upon becoming aware of its occurrence
        notify the Facility Agent if:

        (i)     the Designated Website cannot be accessed due to technical
                failure;

        (ii)    the password specifications for the Designated Website
                change;

        (iii)   any new information which is required to be provided under
                this Agreement is posted onto the Designated Website;

        (iv)    any existing information which has been provided under this
                Agreement and posted onto the Designated Website is amended;
                or

        (v)     the Company becomes aware that the Designated Website or any
                information posted onto the Designated Website is or has
                been infected by any electronic virus or similar software.

        If the Company notifies the Facility Agent under sub-paragraph (i)
        or sub-paragraph (v) above, all information to be provided by the
        Company under this Agreement after the date of that notice shall be
        supplied in paper form unless and until the Facility Agent and each
        Website Lender is satisfied that the circumstances giving rise to
        the notification are no longer continuing.

(d)     Any Website Lender may request, through the Facility Agent, one
        paper copy of any information required to be provided under this
        Agreement which is posted onto the Designated Website. The Company
        shall comply with any such request within ten Business Days.

19.14   "KNOW YOUR CUSTOMER" CHECKS

(a)     If:

        (i)     the introduction of or any change in (or in the
                interpretation, administration or application of) any law or
                regulation made after the date of this Agreement;

        (ii)    any change in the status of an Obligor after the date of
                this Agreement; or

        (iii)   a proposed assignment or transfer by a Lender of any of its
                rights and obligations under this Agreement to a party that
                is not a Lender prior to such assignment or transfer,

        obliges the Facility Agent or any Lender (or, in the case of
        sub-paragraph (iii) above, any prospective new Lender) to comply
        with "know your customer" or similar identification procedures in
        circumstances where the necessary information is not already
        available to it, each Obligor shall promptly upon the request of the
        Facility Agent or any Lender supply, or procure the supply of, such

                                    -73-

<PAGE>
<PAGE>

        documentation and other evidence as is reasonably requested by the
        Facility Agent (for itself or on behalf of any Lender) or any Lender
        (for itself or, in the case of the event described in sub-paragraph
        (iii) above, on behalf of any prospective new Lender) in order for
        the Facility Agent, such Lender or, in the case of the event
        described in sub-paragraph (iii) above, any prospective new Lender
        to carry out and be satisfied it has complied with all necessary
        "know your customer" or other similar checks under all applicable
        laws and regulations pursuant to the transactions contemplated in
        the Finance Documents.

(b)     Each Lender shall promptly upon the request of the Facility Agent
        supply, or procure the supply of, such documentation and other
        evidence as is reasonably requested by the Facility Agent (for
        itself) in order for the Facility Agent to carry out and be
        satisfied it has complied with all necessary "know your customer" or
        other similar checks under all applicable laws and regulations
        pursuant to the transactions contemplated in the Finance Documents.

(c)     The Company shall, by not less than 10 Business Days' prior written
        notice to the Facility Agent, notify the Facility Agent (which shall
        promptly notify the Lenders) of its intention to request that one of
        its Subsidiaries becomes an Additional Obligor pursuant to Clause 24
        (Changes to the Obligors).

(d)     Following the giving of any notice pursuant to paragraph (c) above,
        if the accession of such Additional Obligor obliges the Facility
        Agent or any Lender to comply with "know your customer" or similar
        identification procedures in circumstances where the necessary
        information is not already available to it, the Company shall
        promptly upon the request of the Facility Agent or any Lender
        supply, or procure the supply of, such documentation and other
        evidence as is reasonably requested by the Facility Agent (for
        itself or on behalf of any Lender) or any Lender (for itself or on
        behalf of any prospective new Lender) in order for the Facility
        Agent or such Lender or any prospective new Lender to carry out and
        be satisfied it has complied with all necessary "know your customer"
        or other similar checks under all applicable laws and regulations
        pursuant to the accession of such Subsidiary to this Agreement as an
        Additional Obligor.

19.15   NO PERSONAL LIABILITY

        No director, officer or employee of the Company or any other member
        of the Group shall be personally liable for any statement made by it
        in any certificate or other document as required to be delivered
        pursuant to any Finance Party pursuant to the Finance Documents.

20.     FINANCIAL COVENANTS

20.1    FINANCIAL CONDITION

        Commencing in and including the Relevant Period to 31 December 2006,
        the Company shall ensure that:

        (a)     the ratio of EBITDA to Net Interest Expense for each
                Relevant Period ending on a Relevant Date set out in the
                table below will not be less than the ratio set out in the
                relevant column in the table below opposite that Relevant
                Date;

                                    -74-

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<PAGE>

        (b)     the ratio of Net Borrowings on each Relevant Date set out in
                the table below to EBITDA for the Relevant Period ending on
                that Relevant Date will not exceed the ratio set out in the
                relevant column in the table below opposite that Relevant
                Date;

        (c)     the ratio of Cash Flow to Debt Service for each Relevant
                Period ending on a Relevant Date set out in the table below
                will not be less than 1:1.

<TABLE>
<CAPTION>
              ------------------------------------------------------------------------------------------------
                   RELEVANT DATE             NET BORROWINGS / EBITDA          EBITDA / NET INTEREST EXPENSE
              ------------------------------------------------------------------------------------------------
<S>                                                  <C>                                <C>
                 31 December 2006                    3.10 : 1                           3.90 : 1
                   31 March 2007                     3.10 : 1                           3.90 : 1
                   30 June 2007                      3.10 : 1                           3.90 : 1
                 30 September 2007                   3.10 : 1                           3.90 : 1
                 31 December 2007                    2.65 : 1                           3.95 : 1
                   31 March 2008                     2.65 : 1                           3.95 : 1
                   30 June 2008                      2.65 : 1                           3.95 : 1
                 30 September 2008                   2.65 : 1                           3.95 : 1
                 31 December 2008                    2.00 : 1                           4.30 : 1
                   31 March 2009                     2.00 : 1                           4.30 : 1
                   30 June 2009                      2.00 : 1                           4.30 : 1
                 30 September 2009                   2.00 : 1                           4.30 : 1
                 31 December 2009                    2.00 : 1                           4.95 : 1
                   31 March 2010                     2.00 : 1                           4.95 : 1
                   30 June 2010                      2.00 : 1                           4.95 : 1
                 30 September 2010                   2.00 : 1                           4.95 : 1
                 31 December 2010                    2.00 : 1                           5.00 : 1
                   31 March 2011                     2.00 : 1                           5.00 : 1
                   30 June 2011                      2.00 : 1                           5.00 : 1
                 30 September 2011                   2.00 : 1                           5.00 : 1
                 31 December 2011                    2.00 : 1                           5.00 : 1
              ------------------------------------------------------------------------------------------------
</TABLE>


                                    -75-

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20.2    CAPITAL EXPENDITURE

(a)     No Obligor shall (and the Company shall ensure that no other member
        of the Group will) in any financial year of the Company set out in
        column (1) below incur Capital Expenditure if as a result the
        aggregate amount of Capital Expenditure of the Group in that
        financial year would exceed the aggregate of (i) the amount set out
        in column (2) below opposite that financial year and (ii) any
        Retained Cash (to the extent it has not already been applied or
        committed to be applied in accordance with this Agreement for
        another purpose) for that financial year.

                (1)                            (2)

                FINANCIAL YEAR TO              AMOUNT IN (EURO)

                31 December 2007               13,300,000

                31 December 2008               7,500,000

                31 December 2009               6,000,000

                31 December 2010               24,900,000

                31 December 2011               12,500,000

(b)     If the Capital Expenditure incurred in any financial year of the
        Company set out in column (1) in paragraph (a) above is less than
        the amount set out in column (2) in paragraph (a) above opposite
        that financial year, to the extent that the shortfall could have
        been incurred in that financial year without breaching any term of
        this Agreement then 50 per cent. of that shortfall may be carried
        forward to the subsequent financial year of the Company only and
        added to the maximum Capital Expenditure set out in column (2) in
        paragraph (a) above for that subsequent financial year.

(c)     If any shortfall is carried forward to any subsequent financial year
        under paragraph (b) above, in that subsequent financial year any
        Capital Expenditure incurred up to the amount set out in column (2)
        in paragraph (a) above opposite that financial year shall be treated
        as incurred before any Capital Expenditure incurred up to the amount
        of any such shortfall.

(d)     If any shortfall carried forward to any subsequent financial year
        under paragraph (c) above is not spent in that subsequent financial
        year it shall cease to be available.

20.3    FINANCIAL COVENANT CALCULATIONS

(a)     Capital Expenditure, Cash Flow, Debt Service, EBITDA, Interest
        Expense, Net Borrowings, Net Interest Expense, Total Borrowings and
        Working Capital shall be calculated and interpreted on a
        consolidated basis in accordance with the Applicable Accounting
        Principles and shall be expressed in euro.

(b)     Subject to paragraph (c) below, Capital Expenditure, Cash Flow,
        EBITDA, Interest Expense, Net Interest Expense and Working Capital
        shall be determined (except as needed to reflect the terms of this
        Clause 20) from the financial statements of the Group and Compliance
        Certificates delivered under Clause 19.1 (Annual financial
        statements), Clause 19.2 (Quarterly financial statements), and
        Clause 19.4 (Compliance Certificate).

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(c)     In respect of the Relevant Periods ending on each of 31 December
        2006, 31 March 2007 and 30 June 2007, Interest Expense and Net
        Interest Expense shall each be calculated on a pro forma basis to
        the extent applicable as if the Facilities had been utilised in full
        on the date of commencement of each such Relevant Period with the
        exception that Interest Expense and Net Interest Expense shall not
        be calculated on a pro forma basis for the purpose of calculating
        Excess Cash Flow.

(d)     For the purpose of this Clause 20, no item shall be included or
        excluded more than once in any calculation.

(e)     If any requirement set out in paragraphs (a) to (c) Clause 20.1
        (Financial condition) is not, or may not be, complied with at any
        time the Company may, no later than the date of delivering to the
        Facility Agent the Compliance Certificate setting out that
        non-compliance, procure that Monchem International Inc. or Solutia
        Investments LLC provides further investment in the shares of the
        Company, or makes a capital contribution to the Company or makes a
        shareholder loan to the Company (which shall be subordinated to the
        Facilities on terms satisfactory to the Facility Agent) which does
        not exceed on any occasion (euro)10,000,000 (the "CURE AMOUNT"), in
        an amount sufficient to ensure compliance with the relevant
        requirement immediately after that investment or capital
        contribution or shareholder loan and any applicable breach or
        default of the requirements of paragraphs (a) to (c) of Clause 20.1
        (Financial condition) referred to in this paragraph shall be deemed
        cured for all purposes of the Finance Documents.

        This right may only be exercised once in any period of four
        consecutive Accounting Quarters and no more than twice in the period
        from the date of the Facility Agreement to the Termination Date.

        If any such investment or capital contribution or shareholder loan
        is made in any Relevant Period to ensure compliance with the
        relevant requirement in the immediately preceding Relevant Period,
        that investment or capital contribution or shareholder loan shall be
        deemed to have been made on the last day of that immediately
        preceding Relevant Period and to be added to EBITDA for that
        Relevant Period (and all subsequent Relevant Periods) for the
        purpose of this Clause 20.

20.4    DEFINITIONS

        In this Clause 20:

        "CASH FLOW" means, in relation to any Relevant Period, EBITDA for
        that Relevant Period adjusted (without double-counting):

        (a)     by deducting any increase or adding any decrease in Working
                Capital during that Relevant Period;

        (b)     by deducting amounts paid during the Relevant Period by the
                Group in respect of Capital Expenditure other than Capital
                Expenditure to the extent funded from Net Sale Proceeds or
                Insurance Proceeds, other than the proceeds of any insurance
                policy in relation to business interruption loss which are
                added back to the total consolidated operating profit of the
                Group


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                in accordance with the Applicable Accounting Principles,
                permitted to be applied for that purpose under this
                Agreement;

        (c)     by deducting amounts paid during the Relevant Period by the
                Group in cash in respect of Tax;

        (d)     by excluding any other non-cash items taken into account in
                calculating EBITDA (other than to the extent already taken
                into account in movements in Working Capital);

        (e)     for the cash effect of extraordinary and exceptional items,
                to the extent that cash was actually received or expended
                during the Relevant Period;

        (f)     by deducting any fees, expenses or charges paid in cash in
                relation to any equity offering, investment, acquisition or
                indebtedness permitted to be incurred under this Agreement
                (whether or not successful) to the extent not deducted from
                EBITDA;

        (g)     by deducting the aggregate amount of any payments made as
                permitted under paragraph (c) of the definition of Permitted
                Non-Recourse Subsidiary or paragraph (f) of the definition
                of Permitted Loan;

        (h)     by adding the aggregate amount received during the Relevant
                Period by the Group in cash in respect of any rebate of Tax;

        (i)     by deducting the cost of acquisition of any shares or
                businesses to the extent not included in EBITDA;

        (j)     by adding the net proceeds of any sale, lease, transfer or
                other disposal of assets received during that Relevant
                Period (other than any such proceeds received in relation to
                a sale, lease, transfer or other disposal permitted under
                paragraph (a) of the definition of Permitted Disposal) after
                deducting the amount of any such proceeds required to be
                applied in prepayment under Clause 7.5 (Mandatory prepayment
                - Net Sale Proceeds);

        (k)     by adding the amount of any dividends or other profit
                distributions (net of Tax) received by any member of the
                Group from any person which is not a member of the Group
                during that Relevant Period;

        (l)     by deducting the amount of any dividends or other profit
                distributions paid in cash by the Company during that
                Relevant Period;

        (m)     by deducting the amount of any prepayment premium arising
                under the Euro Notes incurred as a result of early
                redemption;

        (n)     to the extent not taken into account in any other paragraph
                in this definition, by adding all cash credits and release
                provisions, and deducting all cash debits and other cash
                charges and provisions not included in establishing EBITDA
                for such period; and

        (o)     to the extent not taken into account in any other paragraph
                in this definition, by deducting all non-cash credits and
                release of provisions and adding all non-cash debits and
                other non-cash charges and provisions included in
                establishing EBITDA for such period.

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        "DEBT SERVICE" means, in relation to any Relevant Period, the
        aggregate of:

        (a)     Net Interest Expense for that Relevant Period; and

        (b)     scheduled repayments, and any other scheduled payments in
                the nature of principal, payable by the Group in that
                Relevant Period in respect of Financial Indebtedness:

                (i)     including all capital payments falling due in
                        relation to any lease that would be treated as a
                        capital lease under the Applicable Accounting
                        Principles; and

                (ii)    excluding any amounts falling due under the
                        Permitted Revolving Credit Facility which were
                        available for simultaneous redrawing and any
                        Financial Indebtedness between any members of the
                        Group,

                in each case adjusted to reflect the assumption or repayment
                of debt relating to any member of the Group or business or
                assets acquired or sold during the Relevant Period.

        "EBITDA" means, in relation to any Relevant Period, the total
        consolidated operating profit of the Group on continuing operations
        for that Relevant Period:

        (a)     including the net pre-taxation profits of a member of the
                Group or business or assets acquired during that Relevant
                Period for the part of that Relevant period when it was not
                a member of the Group and/or the business or assets were not
                owned by a member of the Group; but

        (b)     excluding the net pre-taxation profits attributable to any
                member of the Group or to any business or assets sold during
                that Relevant Period.

        but:

        (i)     before taking into account:

                (A)     Net Interest Expense;

                (B)     Tax;

                (C)     Non-operational profits (or losses) and profits (or
                        losses) attributable to minority interests in any
                        member of the Group;

                (D)     any share of the profit of any associated company or
                        undertaking, except for dividends or other profit
                        distributions (net of Tax) received in cash by any
                        member of the Group;

                (E)     all extraordinary and exceptional items;

                (F)     exchange rate gains (or losses) arising due to the
                        re-translation of balance sheet items and
                        mark-to-market adjustments on currency swaps; and

                (G)     excluding non-operating gains or losses;

        (ii)    after excluding (to the extent included) any gains or losses
                on the disposal or revaluation of assets (other than in the
                ordinary course of trading);

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        (iii)   after adding any business interruption loss incurred which
                is covered by insurance and which is not added back to the
                total consolidated operating profit of the Group in
                accordance with the Applicable Accounting Principles; and

        (iv)    after adding back all amounts provided for depreciation and
                amortisation (including acquisition goodwill) and any Cure
                Amount provided that the right to provide any such Cure
                Amount may only be exercised once in any period of four
                consecutive Accounting Quarters and no more than twice in
                the period from the date of the Facility Agreement to the
                Termination Date.

        "INTEREST EXPENSE" means, in relation to any Relevant Period, the
        aggregate amount of interest and any other finance charges (whether
        or not paid or payable) accrued by the Group in that Relevant Period
        in respect of Total Borrowings including:

        (a)     the interest element of leasing and hire purchase payments;

        (b)     commitment fees, regular periodic finance charges,
                arrangement fees and guarantee fees; and

        (c)     prepayment fees,

                with each of (a), (b) and (c) above adjusted by:

                (i)     adding back the net amount payable (or deducting the
                        net amount receivable) by members of the Group in
                        respect of that Relevant Period under any interest
                        or (so far as they relate to interest) currency
                        hedging arrangements;

                (ii)    excluding any arrangement fees in respect of the
                        Facility; and

                (iii)   excluding non-operational items.

        "NET BORROWINGS" means, as at any particular time, Total Borrowings
        less Cash and Cash Equivalent Investments at that time.

        "NET INTEREST EXPENSE" means, in relation to any Relevant Period,
        Interest Expense for that Relevant Period less interest income of
        the Group in respect of that Relevant Period to the extent received
        by an Obligor in cash in each case adjusted to reflect the
        assumption or repayment of debt relating to any member of the Group
        or business or assets acquired or sold during the Relevant Period.

        "RELEVANT DATE" means the last date of each Accounting Quarter.

        "RELEVANT PERIOD" means each period of four consecutive Accounting
        Quarters ending on a Relevant Date.

        "TOTAL BORROWINGS" means, as at any particular time, the aggregate
        outstanding principal, capital or nominal amount (and any fixed or
        minimum premium payable on prepayment or redemption) of the
        Financial Indebtedness of members of the Group excluding paragraph
        (g) of the definition of Financial Indebtedness.

                                    -80-

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        For this purpose, any amount outstanding or repayable in a currency
        other than euro shall on that day be taken into account in its euro
        equivalent at the rate of exchange that would have been used had an
        audited consolidated balance sheet of the Group been prepared as at
        that day in accordance with the Applicable Accounting Principles.

        "WORKING CAPITAL" means, at any time, the current assets of the
        Group being realisable within one year (other than Cash and Cash
        Equivalent Investments) less current liabilities due within one year
        (other than Financial Indebtedness).

21.     GENERAL UNDERTAKINGS

        The undertakings in this Clause 21 remain in force from the date of
        this Agreement for so long as any amount is outstanding under the
        Finance Documents or any Commitment is in force.

        AUTHORISATIONS AND COMPLIANCE WITH LAWS

21.1    AUTHORISATIONS

(a)     Each Obligor shall (and the Company shall ensure that each other
        member of the Group will) promptly obtain, comply with and do all
        that is necessary to maintain in full force and effect (and supply
        certified copies to the Facility Agent of) any necessary
        Authorisation required under any applicable law or regulation of its
        Relevant Jurisdiction to:

        (i)     enable it to perform its obligations under the Finance
                Documents;

        (ii)    subject to the Reservations and any Perfection Requirements,
                ensure the legality, validity, enforceability or
                admissibility in evidence in the Relevant Jurisdiction of
                any Finance Documents; and

        (iii)   enable it to carry on its business as it is being conducted
                from time to time if failure to obtain, comply with or
                maintain any such Authorisation would reasonably be expected
                to have a Material Adverse Effect.

(b)     The Company shall ensure that the Perfection Requirements are
        complied with promptly and in any event before the final date on
        which it is necessary to carry out any such Perfection Requirement
        in order to achieve the relevant perfection, protection or priority
        of any Security Document.

21.2    COMPLIANCE WITH LAWS

        Each Obligor shall (and the Company shall ensure that each other
        member of the Group will) comply in all respects with all laws to
        which it may be subject, if failure so to comply would reasonably be
        expected to have a Material Adverse Effect.

21.3    ENVIRONMENTAL LAWS AND LICENCES

(a)     Each Obligor shall (and the Company shall ensure that each other
        member of the Group will):

        (i)     comply with all Environmental Laws to which it may be
                subject;

        (ii)    obtain all Environmental Licences required in connection
                with its business; and

        (iii)   comply with the terms of those Environmental Licences,

                                    -81-

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        in each case where failure to do so would reasonably be expected to
        have a Material Adverse Effect.

21.4    TAXES

(a)     Each Obligor shall (and the Company shall ensure that each other
        member of the Group will) pay all Taxes required to be paid by it
        within the time period allowed for payment without incurring any
        penalties for non payment.

(b)     Paragraph (a) above does not apply to any Taxes:

        (i)     being contested by the relevant member of the Group in good
                faith and in accordance with the relevant procedures;

        (ii)    which have been disclosed in its financial statements and
                for which adequate reserves are being maintained in
                accordance with GAAP; and

        (iii)   where payment can be lawfully withheld and will not result
                in the imposition of any penalty nor in any Security (other
                than paragraph (l) of the definition of Permitted Security)
                ranking in priority to the claims of any Finance Party under
                any Finance Document or to any Security created under any
                Security Document.

(c)     No member of the Group may change its residence for Tax purposes.

        RESTRICTIONS ON BUSINESS FOCUS

21.5    MERGER

(a)     No Obligor shall (and the Company shall ensure that no other member
        of the Group will) enter into any amalgamation, demerger, merger,
        sale or contribution of all assets and liabilities of a company
        ("universalite/algemeenheid") or of a branch of activities,
        consolidation or corporate reconstruction.

(b)     Paragraph (a) above does not apply to any amalgamation, demerger,
        merger, sale or contribution of all assets and liabilities of a
        company ("universalite/algemeenheid") or of a branch of activities,
        consolidation or corporate reconstruction which is a Permitted
        Merger.

21.6    CHANGE OF BUSINESS

        The Company shall ensure that no substantial change is made to the
        general nature of the business of the Company or the Group or the
        Obligors taken as a whole from that carried on at the date of this
        Agreement.

21.7    JOINT VENTURES

(a)     Without the prior consent of the Majority Banks no Obligor shall
        (and the Company shall ensure that no member of the Group will):

        (i)     invest in or acquire (or agree to invest in or acquire) any
                share in, or any security issued by, any Joint Venture or
                any interest therein; or

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        (ii)    transfer any assets or lend to or give a guarantee, or
                Security or Quasi Security (other than Permitted Security),
                for the obligations of a Joint Venture (or agree to do any
                of the foregoing).

(b)     Paragraph (a) above does not apply to any investment in, or transfer
        or loan to, or guarantee for the obligations of the company referred
        to in paragraph (a) of Schedule 8 (Disposals) other than prior to
        the date hereof.

21.8    ACQUISITIONS AND INVESTMENTS

(a)     No Obligor shall (and the Company shall ensure that no other member
        of the Group will):

        (i)     invest in or acquire any share in, or any security issued
                by, any person, or any interest therein or in the capital of
                any person, or make any capital contribution to any person
                (or agree to do any of the foregoing); or

        (ii)    invest in or acquire any business or going concern, or the
                whole or substantially the whole of the assets or business
                of any person, or any assets that constitute a division or
                operating unit of the business of any person (or agree to do
                any of the foregoing).

(b)     Paragraph (a) above does not apply to any acquisition or investment
        which is a Permitted Acquisition.

21.9    NON-RECOURSE SUBSIDIARIES

(a)     No Obligors shall (and the Company shall ensure that no member of
        the Group will ) without the consent of the Majority Lenders:

        (i)     invest in or acquire (or agree to invest in or acquire) any
                share in, or any security issued by, any Non-Recourse
                Subsidiary or any interest therein; or

        (ii)    transfer any assets or lend to or give a guarantee, or
                Security or Quasi Security, other than for the obligations
                of a Non-Recourse Subsidiary (or agree to do any of the
                foregoing.

(b)     Paragraph (a) above does not apply to any acquisition of or
        investment in, or transfer or loan to, or guarantee, Security or
        Quasi Security other than for the obligations of, a Permitted
        Non-Recourse Subsidiary.

        RESTRICTIONS ON DEALING WITH ASSETS AND SECURITY

21.10   ASSETS

        Each Obligor shall (and the Company shall ensure that each other
        member of the Group will) maintain to a standard of repair
        consistent with that maintained by companies carrying on businesses
        similar to that carried on by the Group (ordinary wear and tear
        excepted) all its physical assets necessary for the conduct of its
        business as conducted from time to time except where failure to so
        maintain could not reasonably be expected to have a Material Adverse
        Effect.

21.11   PARI PASSU

        Each Obligor shall ensure that its obligations under the Finance
        Documents rank at all times at least pari passu in right of priority
        and payment with the claims of all its other unsecured and

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        unsubordinated creditors, except for obligations mandatorily
        preferred by law applying to companies generally.

21.12   NEGATIVE PLEDGE

(a)     No Obligor shall (and the Company shall ensure that no other member
        of the Group will) create or permit to subsist any Security or Quasi
        Security over any of its assets.

(b)     Paragraph (a) above does not apply to any Security or Quasi Security
        which is Permitted Security.

21.13   DISPOSALS

(a)     No Obligor shall (and the Company shall ensure that no other member
        of the Group will) enter into a single transaction or a series of
        transactions (whether related or not and whether voluntary or
        involuntary) to sell, lease, transfer or otherwise dispose of any
        asset.

(b)     Paragraph (a) above does not apply to any sale, lease, transfer or
        other disposal which is a Permitted Disposal.

21.14   ARM'S LENGTH TERMS

        No Obligor shall (and the Company shall ensure that no other member
        of the Group will) enter into any material contract or arrangement
        with or for the benefit of any Restricted Person (including any
        disposal to that person) other than:

        (a)     in the case of a transaction other than in the ordinary
                course of business, for full market value and on arm's
                length terms; or

        (b)     in the case of a transaction in the ordinary course of
                business, on arm's length terms to the extent consistent
                with previous practice.

21.15   LOANS OR CREDIT

(a)     No Obligor shall (and the Company shall ensure that no other member
        of the Group will) be a creditor in respect of any Financial
        Indebtedness.

(b)     Paragraph (a) above does not apply to a Permitted Loan.

21.16   GUARANTEES

(a)     No Obligor shall (and the Company shall ensure that no other member
        of the Group will) issue or allow to remain outstanding any
        guarantee in respect of any liability or obligation of any person.

(b)     Paragraph (a) above does not apply to a Permitted Guarantee.

21.17   RESTRICTED PAYMENTS

(a)     No Obligor shall (and the Company shall ensure that no other member
        of the Group will):

        (i)     pay, repay or prepay any principal, interest or other amount
                on or in respect of, or redeem, purchase or defease, any
                Financial Indebtedness owing to any Restricted Person; or

        (ii)    make any investment in, or pay any fee or make any advance
                or other kind of payment to any Restricted Person other than
                in the ordinary course of business, on arm's length terms
                and at full market value.

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(b)     The Company shall not:

        (i)     declare, pay or make any dividend or other payment or
                distribution of any kind on or in respect of any of its
                shares; and

        (ii)    reduce, return, purchase, repay, cancel or redeem any of its
                shares.

(c)     Paragraphs (a) and (b) above do not apply to a payment which is a
        Permitted Payment.

        MOVEMENT OF CASH - CASH IN

21.18   FINANCIAL INDEBTEDNESS

(a)     No Obligor shall (and the Company shall ensure that no other member
        of the Group will) incur (or agree to incur) or allow to remain
        outstanding any Financial Indebtedness.

(b)     Paragraph (a) above does not apply to Financial Indebtedness that is
        Permitted Financial Indebtedness.

21.19   ISSUE OF SHARES

(a)     No Obligor shall (and the Company shall ensure that no other member
        of the Group will):

        (i)     issue any share to any person; or

        (ii)    grant to any person any conditional or unconditional option,
                warrant or other right to call for the issue or allotment
                of, subscribe for, purchase or otherwise acquire any share
                of any member of the Group (including any right of
                pre-emption, conversion or exchange), or alter any right
                attaching to any share capital of any member of the Group.

(b)     Paragraph (a) above does not apply to a Permitted Share Transaction.

        MISCELLANEOUS

21.20   SECURITY AND GUARANTEES

(a)     The Company shall:

        (i)     promptly notify the Facility Agent if:

                (A)     any new member of the Group is incorporated;

                (B)     any member of the Group becomes a Material
                        Subsidiary; or

                (C)     any business or asset that is material in the
                        context of the business of the member of the Group
                        that acquires that business or asset is acquired;
                        and

        (ii)    at any time within 30 days of request by the Facility Agent,
                ensure, subject to the Security Principles, that the
                relevant member of the Group will:

                (A)     become an Additional Guarantor; and

                (B)     provide Security in form and substance satisfactory
                        to the Security Agent, in favour of the Secured
                        Parties to secure all of the obligations of the
                        Obligors under the Secured Documents.

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(b)     The Company shall ensure that members of the Group shall at all
        times grant security in accordance with the Security Principles.

(c)     The Company shall ensure that all perfection requirements set out in
        the Perfection Requirements List are satisfied within the time
        period set out in that list to the extent these are required to be
        satisfied by such specified time following the Closing Date.

(d)     Each Obligor shall (and the Company shall ensure that each other
        member of the Group will), at its own expense, promptly take all
        such action as the Facility Agent or the Security Agent may require
        acting in accordance with the Security Principles:

        (i)     for the purpose of perfecting or protecting any of the
                Secured Parties' rights under, and preserving the Security
                intended to be created or evidenced by, any of the Finance
                Documents; and

        (ii)    for the purpose of facilitating the realisation of any of
                that Security,

        including the execution of any transfer, conveyance, assignment or
        assurance of any asset and the giving of any notice, order or
        direction and the making of any registration which the Facility
        Agent or the Security Agent may reasonably require.

(e)     No Obligor shall (and the Company shall ensure that no other member
        of the Group will) do, or consent to the doing of, anything which
        might prejudice the validity, enforceability or priority of any of
        the Security created pursuant to the Security Documents.

(f)     The Company shall ensure that at all times after the date of this
        Agreement:

        (i)     the aggregate of the unconsolidated total assets (excluding
                any intragroup loans) of the Guarantors (without double
                counting and excluding any interests in any Subsidiaries
                which are Guarantors) exceeds 80 per cent. of the
                consolidated total assets of the Group; and

        (ii)    the aggregate of the unconsolidated revenues and EBITDA of
                the Guarantors (without double counting and excluding any
                dividends or other distributions from Subsidiaries which are
                Guarantors) exceeds 80 per cent. of the consolidated
                revenues and EBITDA of the Group,

        in each case calculated by reference to the then most recent
        unconsolidated financial statements of each Guarantor and the then
        most recent consolidated financial statements of the Group.

21.21   INTERCOMPANY DEBT

        The Company shall ensure that (i) each Obligor and (ii) members of
        the Group (other than Obligors) which are or become creditors in
        respect of Financial Indebtedness of Obligors to the extent such
        aggregate amount exceeds (euro)5,000,000 (or its equivalent in
        another currency or currencies) accedes to the Intercreditor
        Agreement as an Intercompany Borrower (as defined in the
        Intercreditor Agreement) and, as the case may be, an Intercompany
        Lender (as defined in the Intercreditor Agreement), in accordance
        with the Intercreditor Agreement.

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21.22   INSURANCE

(a)     Each Obligor shall (and the Company shall ensure that each other
        member of the Group will) maintain insurances (including as to self
        insurance) on and in relation to its business and assets with
        reputable independent underwriters or insurance companies:

        (i)     against those risks, and to the extent, usually insured
                against by prudent companies located in the same or a
                similar location and carrying on a similar business; and

        (ii)    against those risks, and to the extent, required by
                applicable law or by contract.

(b)     Without limiting paragraph (a) above, each Obligor shall (and the
        Company shall ensure that each other member of the Group will)
        maintain insurance on all of its assets of an insurable nature
        against loss or damage by fire and other risks normally insured
        against by persons carrying on a similar business in a sum or sums
        at least equal to their replacement value (meaning the total cost of
        entirely rebuilding, reinstating or replacing those assets if
        completely destroyed, together with architects', surveyors' and
        other professional fees).

(c)     Each Obligor shall (and the Company shall ensure that each other
        member of the Group will) promptly pay premiums and do all things
        necessary to maintain insurances required of it by paragraphs (a)
        and (b) above.

21.23   PENSIONS

        The Company shall ensure that all pension schemes maintained or
        operated by or for the benefit of any member of the Group and/or any
        of its employees:

        (a)     are maintained and operated in all material respects in
                accordance with all applicable laws and contracts and their
                governing provisions; and

        (b)     are funded substantially in accordance with the governing
                provisions of the scheme with any funding shortfall advised
                by actuaries of recognised standing being rectified in
                accordance with those governing provisions

        except where failure to maintain or fund could not reasonably be
        expected to have a Material Adverse Effect.

        The Company shall promptly notify the Facility Agent of any material
        change in the rate of contributions to any pension schemes referred
        to in paragraph (a) above paid or recommended to be paid (whether by
        the scheme actuary or otherwise) or required (by law or otherwise).

21.24   INTELLECTUAL PROPERTY

        Each Obligor shall (and the Company shall ensure that each other
        member of the Group will):

        (a)     take all reasonable action to obtain, safeguard, maintain in
                full force and effect and preserve its ability to enforce
                all Intellectual Property necessary for the conduct of its
                business as conducted from time to time, and not discontinue
                the use of any such Intellectual Property, including:

                (i)     paying all applicable renewal fees, licence fees and
                        other outgoings; and

                                    -87-

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                (ii)    performing and complying with all material laws and
                        material obligations to which it is subject as
                        registered proprietor, beneficial owner, user,
                        licensor or licensee of any such necessary
                        Intellectual Property; and

        (b)     promptly notify the Facility Agent of any material
                infringement or threatened or suspected material
                infringement of or any challenge to the validity of any such
                necessary Intellectual Property owned by or licensed to it
                which may come to its notice, supply the Facility Agent (if
                requested) with all information in its possession relating
                thereto;

        (c)     take all necessary steps permitted under the relevant
                licence to the extent consistent with normal business
                practice to ensure that the licensor of the Intellectual
                Property prevents third parties infringing any such
                necessary Intellectual Property; and

        (d)     take all necessary steps permitted under the relevant
                licence to the extent consistent with normal business
                practice to ensure that the licensor of the Intellectual
                Property enforces the confidentiality of and prevents any
                improper use of any trade secret which is Intellectual
                Property.

21.25   HEDGING

(a)     The Company shall ensure that the hedging required by the Hedging
        Letter is effected within 6 Months after the Closing Date (and is
        maintained in effect) in accordance with the terms of the Hedging
        Letter.

(b)     At or before the time that any member of the Group enters into any
        Hedging Document with a Hedging Bank, the Company shall ensure that
        the counterparty accedes as a Hedging Bank to the Intercreditor
        Agreement.

(c)     No Obligor shall (and the Company shall ensure that no other member
        of the Group will) enter (or agree to enter) into any derivative
        transaction.

(d)     Paragraph (c) above does not apply to any derivative transaction
        which is a Permitted Hedging Transaction.

21.26   BANK ACCOUNTS

(a)     No Obligor shall (and the Company shall ensure that no other member
        of the Group will) open or maintain any account with any bank or
        other financial institution unless if the account is subject to any
        Permitted Security under paragraph (f) of that definition, provided
        that such member of the Group uses its reasonable commercial
        endeavours to have such Permitted Security released, subordinated or
        waived, in form and substance satisfactory to the Security Agent, in
        favour of the Secured Parties to secure all of the obligations of
        the Obligors under the Secured Documents.

(b)     Each Obligor shall (and the Company shall ensure that each other
        member of the Group will) pay all sums received by it into a bank
        account permitted by paragraph (f) above.

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21.27   AMENDMENT TO ARTICLES OF ASSOCIATION OF CP FILMS

        The Company shall ensure that within 90 days of the date of this
        Agreement, CP Films Vertriebs GmbH delivers to the Facility Agent a
        certified copy of its articles of association (Gesellschaftsvertrag)
        together with a certified extract from the commercial register
        (Handelsregister) of the local court (Amtsgericht) of Bielefeld
        evidencing that the restrictions on transferring and encumbering the
        Shares (formerly No. 8 (Transfer of shares encumbrances) of the
        articles of association) have been removed.

22.     EVENTS OF DEFAULT

        Each of the events or circumstances set out in this Clause 22 is an
        Event of Default.

22.1    NON-PAYMENT

        An Obligor does not pay on the due date any amount payable pursuant
        to a Finance Document at the place at and in the currency in which
        it is expressed to be payable unless:

        (a)     its failure to pay is caused by administrative or technical
                error; and

        (b)     payment is made within 3 Business Days of its due date.

22.2    FINANCIAL COVENANTS

        Any requirement of Clause 20 (Financial covenants) is not satisfied.

22.3    OTHER OBLIGATIONS

(a)     Any Obligor does not comply with any provision of the Finance
        Documents (other than those referred to in Clause 22.1
        (Non-payment), Clause 22.2 (Financial covenants) above) unless the
        failure to comply is capable of remedy and is remedied within 15
        Business Days of the Facility Agent giving notice to the Company or
        the Company becoming aware of the failure to comply.

22.4    MISREPRESENTATION

        Any representation or statement made or deemed to be made by an
        Obligor in the Finance Documents or any other document delivered by
        or on behalf of any Obligor under any Finance Document is or proves
        to have been incorrect or misleading in any material respect when
        made or deemed to be made unless the facts or circumstances
        underlying the misrepresentation are capable of remedy and are
        remedied within 15 Business Days of the Facility Agent giving notice
        to the Company or the Company becoming aware of the
        misrepresentation.

22.5    CROSS DEFAULT

(a)     Any Financial Indebtedness of any member of the Group is not paid
        when due nor within any originally applicable grace period.

(b)     Any Financial Indebtedness of any member of the Group is declared to
        be or otherwise becomes due and payable prior to its specified
        maturity as a result of an event of default (however described).

(c)     Any commitment for any Financial Indebtedness of any member of the
        Group is cancelled or suspended by a creditor of any member of the
        Group as a result of an event of default (however described).

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(d)     Any creditor of any member of the Group becomes entitled to declare
        any Financial Indebtedness of any member of the Group due and
        payable prior to its specified maturity as a result of an event of
        default (however described).

(e)     No Event of Default will occur under this Clause 22.5 if:

        (i)     the aggregate amount of Financial Indebtedness or commitment
                for Financial Indebtedness falling within paragraphs (a) to
                (d) above is less than (euro)10,000,000 (or its equivalent
                in another currency or currencies); and

        (ii)    where the Financial Indebtedness falling within paragraphs
                (a) to (d) above comprises an overdraft or other uncommitted
                or on demand facility, such event is remedied within 5
                Business Days of the Facility Agent giving notice to the
                Company or the Company becoming aware of the relevant event.

22.6    INSOLVENCY

(a)     Any Obligor or Material Subsidiary is unable on a persistent basis
        (op duurzame wiize/de maniere persistante) (in relation to any
        Belgian Obligors and Material Subsidiaries) or admits inability to
        pay its debts as they fall due, suspends, or threatens to suspend,
        making payments on any of its debts (or any class of them) including
        cessation de paiements/stakring van betalingen, or, by reason of
        actual or anticipated financial difficulties, commences negotiations
        with one or more of its creditors (or any class of them) (other than
        the Lenders) with a view to rescheduling any of its indebtedness.

(b)     The value of the assets of any Obligor or Material Subsidiary is
        less than its liabilities (taking into account contingent and
        prospective liabilities).

(c)     A moratorium is declared in respect of any indebtedness of any
        Obligor or Material Subsidiary.

(d)     Any procedure or step is taken in any jurisdiction of an Obligor
        which is analogous to those provisions in (a) to (c) above.

22.7    INSOLVENCY PROCEEDINGS

(a)     Any corporate action, legal proceedings or other procedure or step
        is taken in relation to:

        (i)     the suspension of payments, a moratorium of any indebtedness
                (including concordat judiciaire/gerechtelijk akkoord)
                winding-up, dissolution, administration, bankruptcy
                (including faillite/faillissement), or reorganisation (by
                way of voluntary arrangement, scheme of arrangement or
                otherwise) of any Obligor or Material Subsidiary;

        (ii)    a composition, compromise, assignment or arrangement with
                any creditor of any Obligor or Material Subsidiary. In
                relation to an Obligor incorporated in Belgium, these
                concepts shall mean a "minnelijk akkoord met alle
                schuldeisers" /'accord amiable avec tous les creanciers";

        (iii)   the appointment of a liquidator, receiver, administrative
                receiver, administrator, an administrateur
                judiciaire/gerechtelijk bestuurder, a commissaire
                special/speciaal commissaris, administrateur
                provisoire/voorlopige bewindvoerder, compulsory manager or
                other similar officer in respect of any Obligor or Material
                Subsidiary or any of its assets; or

                                    -90-

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        (iv)    the enforcement of any Security over any assets of any
                Obligor or Material Subsidiary where such Security secures
                Financial Indebtedness in excess of (euro)2,500,000 (or its
                equivalent in another currency or currencies),

        or any analogous procedure or step is taken in any jurisdiction, in
        particular (in relation to a German Obligor or a Material Subsidiary
        incorporated in Germany):

        (i)     a petition for insolvency proceedings in respect of its
                assets (Antrag auf Eroffnung eines Insolvenzverfahrens) is
                filed or any event occurs which constitutes a mandatory
                cause for the initiation of insolvency proceedings
                (Eroffnungsgrund) as set out in sections 17 and 19 of the
                German Insolvency Code (Insolvenzordnung) or;

        (ii)    actions are taken pursuant to section 21 of the German
                Insolvency Code by the competent court.

        Paragraph (a) above shall not apply to:

        (iii)   any corporate action, legal proceedings or other procedure
                or step which is part of a solvent reorganisation of any
                Obligor or Material Subsidiary permitted under this
                Agreement; or

        (iv)    any winding-up petition which is frivolous or vexatious and
                is discharged, stayed or dismissed within 30 days of
                commencement and prior to its advertisement.

22.8    CREDITORS' PROCESS

        Any expropriation, conservatory or executory seizure, attachment,
        sequestration, distress or execution or any analogous process in any
        jurisdiction affects any asset or assets of a Obligor or Material
        Subsidiary and is not discharged within 90 days.

22.9    OWNERSHIP

        Any Obligor or Material Subsidiary (other than the Company) is not
        or ceases to be a wholly-owned Subsidiary of the Company unless
        expressly permitted under the terms of this Agreement.

22.10   UNLAWFULNESS

        It is or becomes unlawful for any Obligor to perform any of its
        obligations under the Finance Documents.

22.11   REPUDIATION

        Any Obligor repudiates a Finance Document or evidences an intention
        to repudiate a Finance Document.

22.12   CONSTITUTIONAL DOCUMENTS

        Any constitutional document of any member of the Group is
        terminated, or is amended in a way, or any consent or waiver is
        given in respect of any such document, which would be materially
        detrimental in the interests of the Secured Parties under the
        Security Documents.

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22.13   CESSATION OF BUSINESS

        Any Obligor or Material Subsidiary suspends or ceases (or threatens
        to suspend or cease) to carry on all or a material part of its
        business as a going concern except as part of a Permitted Merger or
        a Permitted Disposal.

22.14   NATIONALISATION

        Any step is taken by any person with a view to the seizure,
        compulsory acquisition, expropriation or nationalisation of all or
        any of the shares, or all or any substantial part of the assets of
        any Obligor or Material Subsidiary.

22.15   MATERIAL ADVERSE CHANGE

        Any event or series of events occurs which the Majority Lenders
        determine is reasonably likely to have a Material Adverse Effect.

22.16   ACCELERATION

(a)     On and at any time after the occurrence of an Event of Default the
        Facility Agent may, and shall if so directed by the Majority
        Lenders, by notice to the Company:

        (i)     cancel the Total Commitments whereupon they shall
                immediately be cancelled;

        (ii)    declare that all or part of the Utilisations, together with
                accrued interest, and all other amounts accrued or
                outstanding under the Finance Documents be immediately due
                and payable, whereupon they shall become immediately due and
                payable; and/or

        (iii)   declare that all or part of the Utilisations be payable on
                demand, whereupon they shall immediately become payable on
                demand by the Facility Agent on the instructions of the
                Majority Lenders.


                                    -92-

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                                  SECTION 9

                             CHANGES TO PARTIES

23.     CHANGES TO THE LENDERS

23.1    ASSIGNMENTS AND TRANSFERS BY THE LENDERS

        Subject to this Clause 23, a Lender (the "EXISTING LENDER") may:

        (a)     assign any of its rights; or

        (b)     transfer by novation any of its rights and obligations,

        to another bank or financial institution or to a trust, fund or
        other entity which is regularly engaged in or established for the
        purpose of making, purchasing or investing in loans, securities or
        other financial assets (the "NEW LENDER").

23.2    CONDITIONS OF ASSIGNMENT OR TRANSFER

(a)     The consent of neither the Company nor any other Obligor is required
        for an assignment or transfer by an Existing Lender.

(b)     An assignment will only be effective on:

        (i)     receipt by the Facility Agent of written confirmation from
                the New Lender (in form and substance satisfactory to the
                Facility Agent) that the New Lender will assume the same
                obligations to the other Finance Parties as it would have
                been under if it was an Original Lender;

        (ii)    the New Lender acceding to the Intercreditor Agreement in
                accordance with the Intercreditor Agreement; and

        (iii)   the performance by the Facility Agent of all necessary "know
                your customer" or other similar checks under all applicable
                laws and regulations in relation to such assignment to a New
                Lender, the completion of which the Facility Agent shall
                promptly notify to the Existing Lender and the New Lender.

(c)     A transfer will only be effective if the New Lender accedes to the
        Intercreditor Agreement in accordance with the Intercreditor
        Agreement and the procedure set out in Clause 23.5 (Procedure for
        transfer) is complied with.

(d)     If:

        (i)     a Lender assigns or transfers any of its rights or
                obligations under the Finance Documents or changes its
                Facility Office; and

        (ii)    as a result of circumstances existing at the date the
                assignment, transfer or change occurs, an Obligor would be
                obliged to make a payment to the New Lender or Lender acting
                through its new Facility Office under Clause 12 (Tax
                gross-up and indemnities) or Clause 13 (Increased Costs),

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        then the New Lender or Lender acting through its new Facility Office
        is only entitled to receive payment under those Clauses to the same
        extent as the Existing Lender or Lender acting through its previous
        Facility Office would have been if the assignment, transfer or
        change had not occurred.

(e)     If a Lender assigns or transfers part but not all of its share in
        the Facilities to a person other than one of its Affiliates, another
        Lender or a Related Fund, the amount of such assignment or transfer
        must be a minimum of (euro)1,000,000 and in integral multiples of
        (euro)1,000,000.

(f)     A transfer or assignment will only be effective if the New Lender
        has delivered to the Company and copied to the Facility Agent a Tax
        Status Certificate duly completed and executed by it:

        (i)     in the case of an assignment, together with or prior to its
                written confirmation as required by Clause 23.2(b)(i); or

        (ii)    in the case of a transfer, together with or prior to the
                delivery of the Transfer Certificate to the Facility Agent
                contemplated in Clause 23.5(a),

        but only if (A) such Tax Status Certificate is required at such time
        in order to enable the Borrower to make all payments made by it to
        the Lenders without a Tax Deduction; and (B) such New Lender is not
        a Belgian legal entity subject to Belgian corporate income tax.

23.3    ASSIGNMENT OR TRANSFER FEE

        The New Lender shall, on the date upon which an assignment or
        transfer takes effect, pay to the Facility Agent (for its own
        account) a fee of (euro)2,000.

23.4    LIMITATION OF RESPONSIBILITY OF EXISTING LENDERS

(a)     Unless expressly agreed to the contrary, an Existing Lender makes no
        representation or warranty and assumes no responsibility to a New
        Lender for:

        (i)     the legality, validity, effectiveness, adequacy or
                enforceability of the Finance Documents or any other
                documents;

        (ii)    the financial condition of any Obligor or other person;

        (iii)   the performance and observance by any Obligor or other
                person of its obligations under the Finance Documents or any
                other documents; or

        (iv)    the accuracy of any statements (whether written or oral)
                made in or in connection with any Finance Document or any
                other document,

        and any representations or warranties implied by law are excluded.

(b)     Each New Lender confirms to the Existing Lender and the other
        Finance Parties that it:

        (i)     has made (and shall continue to make) its own independent
                investigation and assessment of the financial condition and
                affairs of each Obligor and its related entities in
                connection with its participation in this Agreement and has
                not relied exclusively on any information provided to it by
                the Existing Lender or any other Finance Party in connection
                with any Secured Document; and

                                    -94-

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        (ii)    will continue to make its own independent appraisal of the
                creditworthiness of each Obligor and its related entities
                and any other person whilst any amount is or may be
                outstanding under the Finance Documents or any Commitment is
                in force.

(c)     Nothing in any Finance Document obliges an Existing Lender to:

        (i)     accept a re-transfer from a New Lender of any of the rights
                and obligations assigned or transferred under this Clause
                23; or

        (ii)    support any losses directly or indirectly incurred by the
                New Lender by reason of the non-performance by any Obligor
                or other person of its obligations under the Finance
                Documents or otherwise.

23.5    PROCEDURE FOR TRANSFER

(a)     Subject to the conditions set out in this Clause 23 a transfer is
        effected in accordance with paragraph (c) below when the Facility
        Agent executes an otherwise duly completed Transfer Certificate
        delivered to it by the Existing Lender and the New Lender and a duly
        completed Tax Status Certificate. The Facility Agent shall, subject
        to paragraph (b) below, as soon as reasonably practicable after
        receipt by it of a duly completed Transfer Certificate appearing on
        its face to comply with the terms of this Agreement and delivered in
        accordance with the terms of this Agreement, execute that Transfer
        Certificate.

(b)     The Facility Agent shall only be obliged to execute a Transfer
        Certificate delivered to it by the Existing Lender and the New
        Lender once it is satisfied it has complied with all necessary "know
        your customer" or other similar checks under all applicable laws and
        regulations in relation to the transfer to such New Lender.

(c)     On the Transfer Date:

        (i)     to the extent that in the Transfer Certificate the Existing
                Lender seeks to transfer by novation its rights and
                obligations under the Finance Documents each of the Obligors
                and the Existing Lender shall be released from further
                obligations towards one another under the Finance Documents
                and their respective rights against one another under the
                Finance Documents shall be cancelled (being the "DISCHARGED
                RIGHTS AND OBLIGATIONS");

        (ii)    each of the Obligors and the New Lender shall assume
                obligations towards one another and/or acquire rights
                against one another which differ from the Discharged Rights
                and Obligations only insofar as that Obligor and the New
                Lender have assumed and/or acquired the same in place of
                that Obligor and the Existing Lender;

        (iii)   the Facility Agent, the Arranger, the Security Agent, the
                New Lender and the other Lenders shall acquire the same
                rights and assume the same obligations between themselves as
                they would have acquired and assumed had the New Lender been
                an Original Lender with the rights and/or obligations
                acquired or assumed by it as a result of the transfer and to
                that extent the Facility Agent, the Arranger, the Security
                Agent and the Existing Lender shall each be released from
                further obligations to each other under the Finance
                Documents; and

                                    -95-

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        (iv)    the New Lender shall become a Party as a "Lender".

(d)     For the avoidance of doubt, the Parties agree that in case of a
        transfer effected in accordance with this Clause 23 (whether by way
        of novation or otherwise), with respect to Security Documents
        governed by Belgian law, all rights (including in relation to
        Security) of the Finance Parties shall be maintained and preserved,
        including for the purposes of Article 1278 of the Belgian Civil
        Code.

23.6    COPY OF TRANSFER CERTIFICATE TO COMPANY

        The Facility Agent shall, as soon as reasonably practicable after it
        has executed a Transfer Certificate, send to the Company a copy of
        that Transfer Certificate.

23.7    DISCLOSURE OF INFORMATION

        Any Lender may disclose to any of its Affiliates and:

        (a)     any other person to (or through) whom that Lender assigns or
                transfers (or may potentially assign or transfer) all or any
                of its rights and obligations under this Agreement;

        (b)     any other person with (or through) whom that Lender enters
                into (or may potentially enter into) any sub-participation
                in relation to, or any other transaction under which
                payments are to be made by reference to, this Agreement or
                any Obligor;

        (c)     any other person to whom, and to the extent that,
                information is required to be disclosed by any applicable
                law or regulation; or

        (d)     any rating agency or, with the prior written consent of the
                Company, any other person,

        any information about any Obligor, the Group, any other person and
        the Finance Documents as that Lender shall consider appropriate if,
        in relation to paragraphs (a) and (b) above, the person to whom the
        information is to be given has entered into a Confidentiality
        Undertaking. This Clause 23.7 supersedes any previous agreement
        relating to the confidentiality of this information.

23.8    HEDGING BANKS

(a)     A Lender (or an Affiliate of a Lender) which becomes a Hedging Bank
        shall accede to this Agreement and to the Intercreditor Agreement by
        delivery to the Security Agent of a duly completed and signed
        accession deed in the form required under the Intercreditor
        Agreement and by the Security Agent executing that accession deed.

(b)     Where this Agreement or any other Finance Document imposes an
        obligation on a Hedging Bank and the relevant Hedging Bank is an
        Affiliate of a Lender and is not a party to that document, the
        relevant Lender shall ensure that the obligation is performed by its
        Affiliate.

23.9    ASSIGNMENT BY WAY OF SECURITY

        In addition to the other rights provided in this Clause 23, each
        Lender may, without the consent of any Obligor, at any time charge,
        assign or otherwise create Security in or over (whether by way of
        collateral or otherwise) all or any of its rights under any Finance
        Document to secure the obligations of that Lender, including:

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        (a)     any charge, assignment or other Security to secure
                obligations to a federal reserve or central bank; and

        (b)     in the case of any Lender which is a fund, any charge,
                assignment or other Security granted to any holders (or
                trustee or representatives of holders) of obligations owed,
                or securities issued, by that Lender as Security for those
                obligations or securities,

        except that no such charge, assignment or Security shall:

        (i)     release a Lender from any of its obligations under the
                Finance Documents or substitute the beneficiary of the
                relevant charge, assignment or Security for the Lender as a
                party to any of the Finance Documents; or

        (ii)    require any payments to be made by an Obligor or grant to
                any person any more extensive rights than those required to
                be made or granted to the relevant Lender under the Finance
                Documents.

23.10   SUB-PARTICIPATIONS

        Any Lender may, without the consent of any Obligor, at any time
        sub-participate or sub-contract any of its rights or obligations
        under the Finance Documents.

24.     CHANGES TO THE OBLIGORS

24.1    ASSIGNMENTS AND TRANSFER BY OBLIGORS

        No Obligor may assign any of its rights or transfer any of its
        rights or obligations under the Finance Documents.

24.2    ADDITIONAL GUARANTORS

(a)     Subject to compliance with the provisions of paragraphs (c) and (d)
        of Clause 19.14 ("Know your customer" checks), the Company may
        request that any of its wholly owned Subsidiaries becomes an
        Additional Guarantor. That Subsidiary, and/or any Subsidiary which
        is required by this Agreement to become an Additional Guarantor,
        shall become an Additional Guarantor if:

        (i)     the Company delivers to the Facility Agent a duly completed
                and executed Accession Letter; and

        (ii)    the Facility Agent has received all of the documents and
                other evidence listed in Part II of Schedule 2 (Conditions
                precedent) in relation to that Additional Guarantor, each in
                form and substance satisfactory to the Facility Agent.

(b)     The Facility Agent shall notify the Company and the Lenders promptly
        upon being satisfied that it has received (in form and substance
        satisfactory to it) all the documents and other evidence listed in
        Part II of Schedule 2 (Conditions precedent).

24.3    REPETITION OF REPRESENTATIONS

        Delivery of an Accession Letter constitutes confirmation by the
        relevant Subsidiary that the representations and warranties referred
        to in paragraph (c) of Clause 18.27 (Times when


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        representations made) are true and correct in relation to it as at
        the date of delivery as if made by reference to the facts and
        circumstances then existing.

24.4    RELEASE OF GUARANTORS

(a)     If a Guarantor ceases to be a member of the Group in accordance with
        this Agreement, that Guarantor shall cease to be a Guarantor and
        shall be released from its rights and obligations under the Finance
        Documents and the Hedging Documents.

(b)     The Security Agent shall, at the request and cost of the Company,
        execute such documents as may be required to release that Guarantor
        pursuant to paragraph (a) above.

24.5    RESIGNATION OF GUARANTOR AND RELEASE OF SECURITY ON DISPOSAL

        If a Guarantor is or is proposed to be the subject of a Permitted
        Disposal then:

        (a)     where that Guarantor created Security over any of its assets
                or business in favour of the Security Agent, or Security in
                favour of the Security Agent was created over the shares (or
                equivalent) of that Guarantor, the Security Agent shall
                promptly, at the cost and request of the Company release
                those assets, business or shares (or equivalent) and issue
                certificates of non-crystallisation;

        (b)     the resignation of that Guarantor and related release of
                Security referred to in paragraph (a) above shall not become
                effective until the date of that disposal; and

        (c)     if the disposal of that Guarantor is not made, the
                resignation letter of that Guarantor and the related release
                of Security referred to in paragraph (a) above shall have no
                effect and the obligations of the Guarantor and the Security
                created or intended to be created by or over that Guarantor
                shall continue in full force and effect.

24.6    RELEASE OF SECURITY ON DISPOSAL

        If an Obligor makes a Permitted Disposal then:

        (a)     where Security has been taken over the assets or business
                (the subject of the Permitted Disposal) in favour of the
                Security Agent, the Security Agent shall promptly, at the
                cost and request of the Company release those assets or
                business and issue certificates of non-crystallisation; and

        (b)     the release of Security referred to in paragraph (a) above
                shall not become effective until the date of that disposal.


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                                 SECTION 10

                             THE FINANCE PARTIES

25.     ROLE OF THE FACILITY AGENT AND THE ARRANGER

25.1    APPOINTMENT OF THE FACILITY AGENT

(a)     Each other Finance Party appoints the Facility Agent to act as its
        agent under and in connection with the Finance Documents.

(b)     Each other Finance Party authorises the Facility Agent to exercise
        the rights, powers, authorities and discretions specifically given
        to the Facility Agent under or in connection with the Finance
        Documents together with any other incidental rights, powers,
        authorities and discretions.

(c)     Each other Finance Party authorises each of the Facility Agent and
        the Arranger to agree, accept and sign on its behalf the terms of
        any reliance or engagement letter in relation to any Report or any
        other report or letter provided by any person in connection with the
        Finance Documents or the transactions contemplated in them.

25.2    DUTIES OF THE FACILITY AGENT

(a)     The Facility Agent shall promptly forward to a Party the original or
        a copy of any document which is delivered to the Facility Agent for
        that Party by any other Party.

(b)     Except where a Finance Document specifically provides otherwise, the
        Facility Agent is not obliged to review or check the adequacy,
        accuracy or completeness of any document it forwards to another
        Party.

(c)     If the Facility Agent receives notice from a Party referring to this
        Agreement, describing a Default and stating that the circumstance
        described is a Default, it shall promptly notify the Finance
        Parties.

(d)     If the Facility Agent is aware of the non-payment of any principal,
        interest, commitment fee or other fee payable to a Finance Party
        (other than the Facility Agent or the Arranger) under this
        Agreement, it shall promptly notify the other Finance Parties.

(e)     The Facility Agent's duties under the Finance Documents are solely
        mechanical and administrative in nature.

25.3    ROLE OF THE ARRANGER

        Except as specifically provided in the Finance Documents, the
        Arranger has no obligations of any kind to any other Party under or
        in connection with any Finance Document.

25.4    NO FIDUCIARY DUTIES

(a)     Nothing in this Agreement constitutes the Facility Agent, or the
        Arranger as a trustee or fiduciary of any other person.

(b)     Neither the Facility Agent, nor the Arranger shall be bound to
        account to any Lender for any sum or the profit element of any sum
        received by it for its own account.

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25.5    BUSINESS WITH THE GROUP

        The Facility Agent and the Arranger may accept deposits from, lend
        money to and generally engage in any kind of banking or other
        business with any member of the Group or any other person.

25.6    RIGHTS AND DISCRETIONS OF THE FACILITY AGENT

(a)     The Facility Agent may rely on:

        (i)     any representation, notice or document believed by it to be
                genuine, correct and appropriately authorised; and

        (ii)    any statement made by a director, authorised signatory or
                employee of any person regarding any matters which may
                reasonably be assumed to be within his knowledge or within
                his power to verify.

(b)     The Facility Agent may assume, unless it has received notice to the
        contrary in its capacity as agent for the Lenders, that:

        (i)     no Default has occurred (unless it has actual knowledge of a
                Default arising under Clause 22.1 (Non-payment));

        (ii)    any right, power, authority or discretion vested in any
                Party or any group of Lenders has not been exercised; and

        (iii)   any notice or request made by the Company (other than a
                Utilisation Request or Selection Notice) is made on behalf
                of and with the consent and knowledge of all the Obligors.

(c)     The Facility Agent may engage, pay for and rely on the advice or
        services of any lawyers, accountants, surveyors or other experts.

(d)     The Facility Agent may act in relation to the Finance Documents
        through its personnel and agents.

(e)     The Facility Agent may disclose to any other Party any information
        it reasonably believes it has received as agent under this
        Agreement.

(f)     Notwithstanding any other provision of any Finance Document to the
        contrary, neither the Facility Agent, nor the Arranger is obliged to
        do or omit to do anything if it would or might in its reasonable
        opinion constitute a breach of any law or regulation or a breach of
        a fiduciary duty or duty of confidentiality.

25.7    MAJORITY LENDERS' INSTRUCTIONS

(a)     Unless a contrary indication appears in a Finance Document, the
        Facility Agent shall (i) exercise any right, power, authority or
        discretion vested in it as Facility Agent in accordance with any
        instructions given to it by the Majority Lenders (or, if so
        instructed by the Majority Lenders, refrain from exercising any
        right, power, authority or discretion vested in it as Facility
        Agent) and (ii) not be liable for any act (or omission) if it acts
        (or refrains from taking any action) in accordance with an
        instruction of the Majority Lenders.

                                   -100-

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(b)     Unless a contrary indication appears in a Finance Document, any
        instructions given by the Majority Lenders will be binding on all
        the Finance Parties.

(c)     The Facility Agent may refrain from acting in accordance with the
        instructions of the Majority Lenders (or, if appropriate, the
        Lenders) until it has received such security as it may require for
        any cost, loss or liability (together with any associated VAT) which
        it may incur in complying with the instructions.

(d)     In the absence of instructions from the Majority Lenders (or, if
        appropriate, the Lenders), the Facility Agent may act (or refrain
        from taking action) as it considers to be in the best interest of
        the Lenders.

(e)     The Facility Agent is not authorised to act on behalf of a Lender
        (without first obtaining that Lender's consent) in any legal or
        arbitration proceedings relating to any Finance Document.

25.8    RESPONSIBILITY FOR DOCUMENTATION

        Neither the Facility Agent, nor the Arranger:

        (a)     is responsible for the adequacy, accuracy and/or
                completeness of any information (whether oral or written)
                supplied by the Facility Agent, the Arranger, an Obligor or
                any other person given in or in connection with any Finance
                Document or any of the Information Package; or

        (b)     is responsible for the legality, validity, effectiveness,
                adequacy or enforceability of any Finance Document or any
                other agreement, arrangement or document entered into, made
                or executed in anticipation of or in connection with any
                Finance Document.

25.9    EXCLUSION OF LIABILITY

(a)     Without limiting paragraph (b) below (and without prejudice to the
        provisions of paragraph (e) of Clause 28.10 (Disruption to Payment
        Systems etc)), the Facility Agent will not be liable including
        without limitation for negligence or any other category of liability
        whatsoever for any action taken by it under or in connection with
        any Finance Document, unless directly caused by its gross negligence
        or wilful misconduct.

(b)     No Party (other than the Facility Agent) may take any proceedings
        against any officer, employee or agent of the Facility Agent in
        respect of any claim it might have against the Facility Agent or in
        respect of any act or omission of any kind by that officer, employee
        or agent in relation to any Finance Document and any officer,
        employee or agent of the Facility Agent may rely on this Clause
        25.9.

(c)     The Facility Agent will not be liable for any delay (or any related
        consequences) in crediting an account with an amount required under
        the Finance Documents to be paid by the Facility Agent if the
        Facility Agent has taken all necessary steps as soon as reasonably
        practicable to comply with the regulations or operating procedures
        of any recognised clearing or settlement system used by the Facility
        Agent for that purpose.

(d)     Nothing in this Agreement shall oblige the Facility Agent or the
        Arranger to carry out any "know your customer" or other checks in
        relation to any person on behalf of any Lender and each Lender
        confirms to the Facility Agent and the Arranger that it is solely
        responsible for any such checks it is


                                   -101-

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<PAGE>

        required to carry out and that it may not rely on any statement in
        relation to such checks made by the Facility Agent or the Arranger.

25.10   LENDERS' INDEMNITY TO THE FACILITY AGENT

(a)     Subject to paragraph (b) below, each Lender shall (in proportion to
        its Available Commitments and participations in the Loans then
        outstanding to the Available Facilities and all the Loans) indemnify
        the Facility Agent, within three Business Days of demand, against
        any cost, loss or liability including without limitation for
        negligence or any other category of liability whatsoever incurred by
        the Facility Agent (otherwise than by reason of its gross negligence
        or wilful misconduct) (or in the case of any cost, loss or liability
        pursuant to Clause 28.10 (Disruption to Payment Systems etc)
        notwithstanding the Facility Agent's negligence, gross negligence or
        any other category of liability whatsoever but not including any
        claim based on the fraud of the Facility Agent) in acting as
        Facility Agent under the Finance Documents (unless it has been
        reimbursed by an Obligor pursuant to a Finance Document).

(b)     If the Available Facilities are then zero, each Lender's indemnity
        under paragraph (a) above shall be in proportion to its Available
        Commitments to the Available Facilities immediately prior to their
        reduction to zero, unless there are then any Utilisations
        outstanding, in which case it shall be in proportion to its
        participations in the Utilisations then outstanding to all the
        Utilisations.

25.11   RESIGNATION OF THE FACILITY AGENT

(a)     The Facility Agent may resign and appoint one of its Affiliates
        acting through an office in the United Kingdom or Belgium as
        successor by giving notice to the other Finance Parties and the
        Company.

(b)     Alternatively the Facility Agent may resign and appoint a successor
        Facility Agent, provided the successor Facility Agent is (i) a
        Finance Party or an Affiliate of a Finance Party (after consultation
        with the Company); or (ii) a successor Facility Agent (which is not
        a Finance Party or an Affiliate of a Finance Party) acceptable to
        the Majority Lenders (after consultation with the Company), by
        giving notice to the other Finance Parties and the Company.

(c)     If the Facility Agent gives notice of its resignation to the Finance
        Parties and the Company without appointing a successor Facility
        Agent, the Majority Lenders (after consultation with the Company)
        may appoint a successor Facility Agent.

(d)     If the Majority Lenders have not appointed a successor Facility
        Agent in accordance with paragraph (c) above within 30 days after
        notice of resignation was given, the Facility Agent (after
        consultation with the Company) may appoint a successor Facility
        Agent (acting through an office in the United Kingdom or Belgium).

(e)     The retiring Facility Agent shall, at its own cost, make available
        to the successor Facility Agent such documents and records and
        provide such assistance as the successor Facility Agent may
        reasonably request for the purposes of performing its functions as
        Facility Agent under the Finance Documents.

                                   -102-

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(f)     The appointment of the successor Facility Agent shall take effect
        upon the successor Facility Agent accepting the appointment and the
        resigning Facility Agent giving notice of his resignation and of the
        subsequent appointment to the Finance Parties and the Company.

(g)     The Facility Agent's resignation notice shall only take effect upon
        the appointment of a successor.

(h)     Upon the appointment of a successor, the retiring Facility Agent
        shall be discharged from any further obligation in respect of the
        Finance Documents but shall remain entitled to the benefit of this
        Clause 25. Its successor and each of the other Parties shall have
        the same rights and obligations amongst themselves as they would
        have had if such successor had been an original Party.

(i)     After consultation with the Company, the Majority Lenders may, by
        notice to the Facility Agent, require it to resign in accordance
        with paragraph (c) above. In this event, the Facility Agent shall
        resign in accordance with paragraph (c) above.

25.12   CO-SECURITY FACILITY AGENT

(a)     The Facility Agent may appoint or delegate to a separate security
        agent, delegate security agent or a co-security agent in any
        jurisdiction outside England and Wales:

        (i)     if the Facility Agent considers that without the appointment
                the interests of the Lenders under the Finance Documents
                might be materially and adversely affected;

        (ii)    for the purpose of complying with any law, regulation or
                other condition in any jurisdiction; or

        (iii)   for the purpose of obtaining or enforcing a judgment or
                enforcing any Finance Document in any jurisdiction.

(b)     Any appointment or delegation under this Subclause will only be
        effective if the security agent, delegate security agent or
        co-security agent confirms to the Facility Agent and the Company in
        form and substance satisfactory to the Facility Agent that it is
        bound by the terms of this Agreement as if it were the Facility
        Agent.

(c)     The Facility Agent may remove any security agent or co-security
        agent appointed by it and may appoint a new security agent or
        co-security agent in its place.

25.13   CONFIDENTIALITY

(a)     In acting as agent for the Finance Parties, the Facility Agent shall
        be regarded as acting through its agency division which shall be
        treated as a separate entity from any other of its divisions or
        departments.

(b)     If information is received by another division or department of the
        Facility Agent, it may be treated as confidential to that division
        or department and the Facility Agent shall not be deemed to have
        notice of it.

25.14   RELATIONSHIP WITH THE LENDERS

(a)     The Facility Agent may treat each Lender as a Lender, entitled to
        payments under this Agreement and acting through its Facility Office
        unless it has received not less than five Business Days' prior
        notice from that Lender to the contrary in accordance with the terms
        of this Agreement.

                                   -103-

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(b)     Each Lender shall supply the Facility Agent with any information
        required by the Facility Agent in order to calculate the Mandatory
        Cost in accordance with Schedule 4 (Mandatory Cost formulae).

25.15   CREDIT APPRAISAL BY THE LENDERS

        Without affecting the responsibility of any Obligor for information
        supplied by it or on its behalf in connection with any Finance
        Document, each Lender confirms to the Facility Agent and the
        Arranger that it has been, and will continue to be, solely
        responsible for making its own independent appraisal and
        investigation of all risks arising under or in connection with any
        Finance Document including but not limited to:

        (a)     the financial condition, status and nature of each member of
                the Group;

        (b)     the legality, validity, effectiveness, adequacy or
                enforceability of any Finance Document and any other
                agreement, Security, arrangement or document entered into,
                made or executed in anticipation of, under or in connection
                with any Finance Document;

        (c)     whether that Lender has recourse, and the nature and extent
                of that recourse, against any Party or any of its respective
                assets under or in connection with any Finance Document, the
                transactions contemplated by the Finance Documents or any
                other agreement, Security, arrangement or document entered
                into, made or executed in anticipation of, under or in
                connection with any Finance Document; and

        (d)     the adequacy, accuracy and/or completeness of the
                Information Package and any other information provided by
                the Facility Agent, any Party or by any other person under
                or in connection with any Finance Document, the transactions
                contemplated by the Finance Documents or any other
                agreement, Security, arrangement or document entered into,
                made or executed in anticipation of, under or in connection
                with any Finance Document.

25.16   REFERENCE BANKS

        If a Reference Bank (or, if a Reference Bank is not a Lender, the
        Lender of which it is an Affiliate) ceases to be a Lender, the
        Facility Agent shall (in consultation with the Company) appoint
        another Lender or an Affiliate of a Lender to replace that Reference
        Bank.

25.17   MANAGEMENT TIME OF THE FACILITY AGENT

        On the occurrence of an Event of Default which is continuing, any
        amount payable to the Facility Agent under Clause 14.3 (Indemnity to
        the Facility Agent), Clause 16 (Costs and expenses) and Clause 25.10
        (Lenders' indemnity to the Facility Agent) shall include the cost of
        utilising the Facility Agent's management time or other resources
        and will be calculated on the basis of such reasonable daily or
        hourly rates as may be agreed between the Facility Agent and the
        Company (each acting reasonably) and notified to the Lenders and is
        in addition to any fee paid or payable to the Facility Agent under
        Clause 11 (Fees).

25.18   DEDUCTION FROM AMOUNTS PAYABLE BY THE FACILITY AGENT

        If any Party owes an amount to the Facility Agent under the Finance
        Documents, the Facility Agent may, after giving notice to that
        Party, deduct an amount not exceeding that amount from any


                                   -104-

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<PAGE>

        payment to that Party which the Facility Agent would otherwise be
        obliged to make under the Finance Documents and apply the amount
        deducted in or towards satisfaction of the amount owed. For the
        purposes of the Finance Documents that Party shall be regarded as
        having received any amount so deducted.

26.     CONDUCT OF BUSINESS BY THE FINANCE PARTIES

        No provision of this Agreement will:

        (a)     interfere with the right of any Finance Party to arrange its
                affairs (tax or otherwise) in whatever manner it thinks fit;

        (b)     oblige any Finance Party to investigate or claim any credit,
                relief, remission or repayment available to it or the
                extent, order and manner of any claim; or

        (c)     oblige any Finance Party to disclose any information
                relating to its affairs (tax or otherwise) or any
                computations in respect of Tax.

27.     SHARING AMONG THE FINANCE PARTIES

27.1    PAYMENTS TO FINANCE PARTIES

        If a Finance Party (a "RECOVERING FINANCE PARTY") receives or
        recovers any amount from an Obligor other than in accordance with
        Clause 28 (Payment mechanics) and applies that amount to a payment
        due under the Finance Documents then:

        (a)     the Recovering Finance Party shall, within three Business
                Days, notify details of the receipt or recovery to the
                Facility Agent;

        (b)     the Facility Agent shall determine whether the receipt or
                recovery is in excess of the amount the Recovering Finance
                Party would have been paid had the receipt or recovery been
                received or made by the Facility Agent and distributed in
                accordance with Clause 28 (Payment mechanics), without
                taking account of any Tax which would be imposed on the
                Facility Agent in relation to the receipt, recovery or
                distribution; and

        (c)     the Recovering Finance Party shall, within three Business
                Days of demand by the Facility Agent, pay to the Facility
                Agent an amount (the "SHARING PAYMENT") equal to such
                receipt or recovery less any amount which the Facility Agent
                determines may be retained by the Recovering Finance Party
                as its share of any payment to be made, in accordance with
                Clause 28.5 (Partial payments).

27.2    REDISTRIBUTION OF PAYMENTS

        The Facility Agent shall treat the Sharing Payment as if it had been
        paid by the relevant Obligor and distribute it between the Finance
        Parties (other than the Recovering Finance Party) in accordance with
        Clause 28.5 (Partial payments).

                                   -105-

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27.3    RECOVERING FINANCE PARTY'S RIGHTS

(a)     On a distribution by the Facility Agent under Clause 27.2
        (Redistribution of payments), the Recovering Finance Party will be
        subrogated to the rights of the Finance Parties which have shared in
        the redistribution.

(b)     If and to the extent that the Recovering Finance Party is not able
        to rely on its rights under paragraph (a) above, the relevant
        Obligor shall be liable to the Recovering Finance Party for a debt
        equal to the Sharing Payment which is immediately due and payable.

27.4    REVERSAL OF REDISTRIBUTION

        If any part of the Sharing Payment received or recovered by a
        Recovering Finance Party becomes repayable and is repaid by that
        Recovering Finance Party, then:

        (a)     each Finance Party which has received a share of the
                relevant Sharing Payment pursuant to Clause 27.2
                (Redistribution of payments) shall, upon request of the
                Facility Agent, pay to the Facility Agent for account of
                that Recovering Finance Party an amount equal to the
                appropriate part of its share of the Sharing Payment
                (together with an amount as is necessary to reimburse that
                Recovering Finance Party for its proportion of any interest
                on the Sharing Payment which that Recovering Finance Party
                is required to pay); and

        (b)     that Recovering Finance Party's rights of subrogation in
                respect of any reimbursement shall be cancelled and the
                relevant Obligor will be liable to the reimbursing Finance
                Party for the amount so reimbursed.

27.5    EXCEPTIONS

(a)     This Clause 27 shall not apply to the extent that the Recovering
        Finance Party would not, after making any payment pursuant to this
        Clause 27, have a valid and enforceable claim against the relevant
        Obligor.

(b)     A Recovering Finance Party is not obliged to share with any other
        Finance Party any amount which the Recovering Finance Party has
        received or recovered as a result of taking legal or arbitration
        proceedings, if:

        (i)     it notified that other Finance Party of the legal or
                arbitration proceedings; and

        (ii)    that other Finance Party had an opportunity to participate
                in those legal or arbitration proceedings but did not do so
                as soon as reasonably practicable having received notice and
                did not take separate legal or arbitration proceedings.


                                   -106-

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                                 SECTION 11

                               ADMINISTRATION

28.     PAYMENT MECHANICS

28.1    PAYMENTS TO THE FACILITY AGENT

(a)     On each date on which an Obligor or a Lender is required to make a
        payment under a Finance Document, that Obligor or Lender shall make
        the same available to the Facility Agent (unless a contrary
        indication appears in a Finance Document) for value on the due date
        at the time and in such funds specified by the Facility Agent as
        being customary at the time for settlement of transactions in the
        relevant currency in the place of payment.

(b)     Payment shall be made to such account in the principal financial
        centre of the country of that currency (or, in relation to euro, in
        the principal financial centre in a Participating Member State or
        London) with such bank as the Facility Agent specifies.

28.2    DISTRIBUTIONS BY THE FACILITY AGENT

        Each payment received by the Facility Agent under the Finance
        Documents for another Party shall, subject to Clause 28.3
        (Distributions to an Obligor) and Clause 28.4 (Clawback), be made
        available by the Facility Agent as soon as practicable after receipt
        to the Party entitled to receive payment in accordance with this
        Agreement (in the case of a Lender, for the account of its Facility
        Office), to such account as that Party may notify to the Facility
        Agent by not less than five Business Days' notice with a bank in the
        principal financial centre of the country of that currency (or, in
        relation to euro, in the principal financial centre of a
        Participating Member State or London).

28.3    DISTRIBUTIONS TO AN OBLIGOR

        The Facility Agent may (with the consent of the Obligor or in
        accordance with Clause 29 (Set-off)) apply any amount received by it
        for that Obligor in or towards payment (on the date and in the
        currency and funds of receipt) of any amount due from that Obligor
        under the Finance Documents or in or towards the purchase of any
        amount of any currency to be so applied.

28.4    CLAWBACK

(a)     Where a sum is to be paid to the Facility Agent under the Finance
        Documents for another Party, the Facility Agent is not obliged to
        pay that sum to that other Party (or to enter into or perform any
        related exchange contract) until it has been able to establish to
        its satisfaction that it has actually received that sum.

(b)     If the Facility Agent pays an amount to another Party and it proves
        to be the case that it had not actually received that amount, then
        the Party to whom that amount (or the proceeds of any related
        exchange contract) was paid by the Facility Agent shall on demand
        refund the same to the Facility Agent together with interest on that
        amount from the date of payment to the date of receipt by the
        Facility Agent, calculated by it to reflect its cost of funds.

                                   -107-

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28.5    PARTIAL PAYMENTS

(a)     If the Facility Agent receives a payment that is insufficient to
        discharge all the amounts then due and payable by an Obligor under
        the Finance Documents, the Facility Agent shall apply that payment
        towards the obligations of that Obligor under the Finance Documents
        in the following order:

        (i)     FIRST, in or towards payment pro rata of any unpaid fees,
                costs and expenses of the Facility Agent, the Security
                Agent, or the Arranger under the Finance Documents;

        (ii)    SECONDLY, in or towards payment pro rata of any accrued
                interest, fee or commission due but unpaid under this
                Agreement;

        (iii)   THIRDLY, in or towards payment pro rata of any principal due
                but unpaid under this Agreement; and

        (iv)    FOURTHLY, in or towards payment pro rata of any other sum
                due but unpaid under the Finance Documents.

(b)     The Facility Agent shall, if so directed by the Majority Lenders
        vary the order set out in paragraphs (a)(ii) to (iii) above.

(c)     Paragraphs (a) and (b) above will override any appropriation made by
        an Obligor.

28.6    NO SET-OFF BY OBLIGORS

        All payments to be made by an Obligor under the Finance Documents
        shall be calculated and be made without (and free and clear of any
        deduction for) set-off or counterclaim.

28.7    BUSINESS DAYS

(a)     Any payment which is due to be made on a day that is not a Business
        Day shall be made on the next Business Day in the same calendar
        Month (if there is one) or the preceding Business Day (if there is
        not).

(b)     During any extension of the due date for payment of any principal or
        an Unpaid Sum under this Agreement interest is payable on the
        principal or Unpaid Sum at the rate payable on the original due
        date.

28.8    CURRENCY OF ACCOUNT

(a)     Subject to paragraph (b) below, euro is the currency of account and
        payment for any sum due from an Obligor under any Finance Document.

(b)     Each payment in respect of costs, expenses or Taxes shall be made in
        the currency in which the costs, expenses or Taxes are incurred.

28.9    CHANGE OF CURRENCY

(a)     Unless otherwise prohibited by law, if more than one currency or
        currency unit are at the same time recognised by the central bank of
        any country as the lawful currency of that country, then:

        (i)     any reference in the Finance Documents to, and any obligations
                arising under the Finance Documents in, the currency of that
                country shall be translated into, or paid in, the currency


                                   -108-

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                or currency unit of that country designated by the Facility
                Agent (after consultation with the Company); and

        (ii)    any translation from one currency or currency unit to
                another shall be at the official rate of exchange recognised
                by the central bank for the conversion of that currency or
                currency unit into the other, rounded up or down by the
                Facility Agent (acting reasonably).

(b)     If a change in any currency of a country occurs, this Agreement
        will, to the extent the Facility Agent (acting reasonably and after
        consultation with the Company) specifies to be necessary, be amended
        to comply with any generally accepted conventions and market
        practice in the Relevant Interbank Market and otherwise to reflect
        the change in currency.

28.10   DISRUPTION TO PAYMENT SYSTEMS ETC.

        If either the Facility Agent determines (in its discretion) that a
        Disruption Event has occurred or the Facility Agent is notified by
        the Company that a Disruption Event has occurred:

        (a)     Facility Agent may, and shall if requested to do so by the
                Company, consult with the Company with a view to agreeing
                with the Company such changes to the operation or
                administration of the Facilities as the Facility Agent may
                deem necessary in the circumstances;

        (b)     the Facility Agent shall not be obliged to consult with the
                Company in relation to any changes mentioned in paragraph
                (a) above if, in its opinion, it is not practicable to do so
                in the circumstances and, in any event, shall have no
                obligation to agree to such changes;

        (c)     the Facility Agent may consult with the Finance Parties in
                relation to any changes mentioned in paragraph (a) above but
                shall not be obliged to do so if, in its opinion, it is not
                practicable to do so in the circumstances;

        (d)     any such changes agreed upon by the Facility Agent and the
                Company shall (whether or not it is finally determined that
                a Disruption Event has occurred) be binding upon the Parties
                as an amendment to (or, as the case may be, waiver of) the
                terms of the Finance Documents notwithstanding the
                provisions of Clause 34 (Amendments and Waivers);

        (e)     the Facility Agent shall not be liable for any damages,
                costs or losses whatsoever (including, without limitation
                for negligence, gross negligence or any other category of
                liability whatsoever but not including any claim based on
                the fraud of the Facility Agent) arising as a result of its
                taking, or failing to take, any actions pursuant to or in
                connection with this Clause 28.10; and

        (f)     the Facility Agent shall notify the Finance Parties of all
                changes agreed pursuant to paragraph (d) above.

29.     SET-OFF

        A Finance Party may set off any matured obligation due from an
        Obligor under the Finance Documents (to the extent beneficially
        owned by that Finance Party) against any matured obligation


                                   -109-

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        owed by that Finance Party to that Obligor, regardless of the place
        of payment, booking branch or currency of either obligation. If the
        obligations are in different currencies, the Finance Party may
        convert either obligation at a market rate of exchange in its usual
        course of business for the purpose of the set-off.

30.     NOTICES

30.1    COMMUNICATIONS IN WRITING

        Any communication to be made under or in connection with the Finance
        Documents shall be made in writing and, unless otherwise stated, may
        be made by fax or letter.

30.2    ADDRESSES

        The address and fax number (and the department or officer, if any,
        for whose attention the communication is to be made) of each Party
        for any communication or document to be made or delivered under or
        in connection with the Finance Documents is:

        (a)     in the case of the Company, that identified with its name
                below;

        (b)     in the case of each Lender or any other Original Obligor,
                that notified in writing to the Facility Agent on or prior
                to the date on which it becomes a Party; and

        (c)     in the case of the Facility Agent or the Security Agent,
                that identified with its name below,

        or any substitute address, fax number or department or officer as
        the Party may notify to the Facility Agent (or the Facility Agent
        may notify to the other Parties, if a change is made by the Facility
        Agent) by not less than five Business Days' notice.

30.3    DELIVERY

(a)     Any communication or document made or delivered by one person to
        another under or in connection with the Finance Documents will only
        be effective:

        (i)     if by way of fax, when received in legible form; or

        (ii)    if by way of letter, when it has been left at the relevant
                address or five Business Days after being deposited in the
                post postage prepaid in an envelope addressed to it at that
                address,

        and, if a particular department or officer is specified as part of
        its address details provided under Clause 30.2 (Addresses), if
        addressed to that department or officer.

(b)     Any communication or document to be made or delivered to the
        Facility Agent or the Security Agent will be effective only when
        actually received by it and then only if it is expressly marked for
        the attention of the department or officer identified with its
        signature below (or any substitute department or officer as it shall
        specify for this purpose).

(c)     All notices from or to an Obligor shall be sent through the Facility
        Agent.

(d)     Any communication or document made or delivered to the Company in
        accordance with this Clause 30.3 will be deemed to have been made or
        delivered to each of the Obligors.

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30.4    NOTIFICATION OF ADDRESS AND FAX NUMBER

        Promptly upon receipt of notification of an address and fax number
        or change of address or fax number pursuant to Clause 30.2
        (Addresses) or changing its own address or fax number, the Facility
        Agent shall notify the other Parties.

30.5    ELECTRONIC COMMUNICATION

(a)     Any communication to be made between the Facility Agent and a Lender
        under or in connection with the Finance Documents may be made by
        electronic mail or other electronic means, if the Facility Agent and
        the relevant Lender:

        (i)     agree that, unless and until notified to the contrary, this
                is to be an accepted form of communication;

        (ii)    notify each other in writing of their electronic mail
                address and/or any other information required to enable the
                sending and receipt of information by that means; and

        (iii)   notify each other of any change to their address or any
                other such information supplied by them.

(b)     Any electronic communication made between the Facility Agent and a
        Lender will be effective only when actually received in readable
        form and in the case of any electronic communication made by a
        Lender to the Facility Agent only if it is addressed in such a
        manner as the Facility Agent shall specify for this purpose.

30.6    ENGLISH LANGUAGE

(a)     Any notice given under or in connection with any Finance Document
        must be in English.

(b)     All other documents provided under or in connection with any Finance
        Document must be:

        (i)     in English; or

        (ii)    if not in English, and if so required by the Facility Agent,
                accompanied by a certified English translation and, in this
                case, the English translation will prevail unless the
                document is a constitutional, statutory or other official
                document or a Security Document.

31.     CALCULATIONS AND CERTIFICATES

31.1    ACCOUNTS

        In any litigation or arbitration proceedings arising out of or in
        connection with a Finance Document, the entries made in the accounts
        maintained by a Finance Party are prima facie evidence of the
        matters to which they relate.

31.2    CERTIFICATES AND DETERMINATIONS

        Any certification or determination by a Finance Party of a rate or
        amount under any Finance Document is, in the absence of manifest
        error, conclusive evidence of the matters to which it relates.

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31.3    DAY COUNT CONVENTION

        Any interest, commission or fee accruing under a Finance Document
        will accrue from day to day and is calculated on the basis of the
        actual number of days elapsed and a year of 360 days or, in any case
        where the practice in the Relevant Interbank Market differs, in
        accordance with that market practice.

32.     PARTIAL INVALIDITY

        If, at any time, any provision of the Finance Documents is or
        becomes illegal, invalid or unenforceable in any respect under any
        law of any jurisdiction, neither the legality, validity or
        enforceability of the remaining provisions nor the legality,
        validity or enforceability of such provision under the law of any
        other jurisdiction will in any way be affected or impaired.

33.     REMEDIES AND WAIVERS

        No failure to exercise, nor any delay in exercising, on the part of
        any Finance Party, any right or remedy under the Finance Documents
        shall operate as a waiver, nor shall any single or partial exercise
        of any right or remedy prevent any further or other exercise or the
        exercise of any other right or remedy. The rights and remedies
        provided in this Agreement are cumulative and not exclusive of any
        rights or remedies provided by law.

34.     AMENDMENTS AND WAIVERS

34.1    REQUIRED CONSENTS

(a)     Subject to Clause 34.2 (Exceptions) any term of the Finance
        Documents may be amended or waived only with the consent of the
        Majority Lenders and the Company and any such amendment or waiver
        will be binding on all Parties.

(b)     The Facility Agent may effect, on behalf of any Finance Party, any
        amendment or waiver permitted by this Clause 34.

(c)     Each Obligor acknowledges that its consent is not required for any
        amendment or waiver permitted by this Clause 34 which is agreed to
        by the Company.

34.2    EXCEPTIONS

(a)     An amendment or waiver that has the effect of changing or which
        relates to:

        (i)     the definition of "Majority Lenders" in Clause 1.1
                (Definitions);

        (ii)    an extension to the date of payment of any amount under the
                Finance Documents;

        (iii)   a reduction in the Margin or a reduction in the amount of
                any payment of principal, interest, fees or commission
                payable;

        (iv)    an increase in or an extension of any Commitment;

        (v)     a change to the Borrowers or Guarantors other than in
                accordance with Clause 24 (Changes to the Obligors);

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        (vi)    any provision which expressly requires the consent of all
                the Lenders;

        (vii)   Clause 2.2 (Finance Parties' rights and obligations), Clause
                7.2 (Sale), Clause 7.3 (Mandatory cancellation), Clause 7.5
                (Mandatory prepayment - Net Sale Proceeds) to Clause 7.10
                (Application of Proceeds), Clause 23 (Changes to the
                Lenders), Clause 27 (Sharing among the Finance Parties) or
                this Clause 34;

        (viii)  the release of any Security created pursuant to any Security
                Document; or

        (ix)    the ranking or subordination under the Intercreditor
                Agreement.

        shall not be made without the prior consent of all the Lenders.

(b)     An amendment or waiver which relates to the rights or obligations of
        the Facility Agent, the Security Agent or the Arranger may not be
        effected without its consent.

(c)     An amendment or waiver which relates to Clause 17 (Guarantee and
        indemnity) may not be effected without the consent of the
        Guarantors.

(d)     If any Lender has failed to respond to any consent, waiver or
        amendment of any provision of any Finance Document within 15
        Business Days of delivery of the request for such consent, waiver or
        amendment by the Company or the Facility Agent in accordance with
        the terms of this Agreement, the Available Commitments and
        participations in the Utilisations of such Lender shall be excluded
        for the purposes of determining whether the consent of the Majority
        Lenders or all Lenders has been obtained in respect of such consent,
        waiver or amendment.

(e)     No further consent is required from any Finance Party in respect of
        the Permitted Revolving Credit Facility (documented within this
        Agreement following amendments hereto). Each Finance Party agrees to
        execute amendments to the Finance Documents, including without
        limitation, any Security Documents, as required by the Facility
        Agent to provide for the Permitted Revolving Credit Facility to be
        made available, and secured, under such documents so long as the RCF
        Lender accedes to the terms of the Intercreditor Agreement. The
        existing terms hereof shall apply the Permitted Revolving Credit
        Facility and shall be amended only to the extent they relate to the
        mechanics and economics of the Permitted Revolving Credit Facility.

(f)     Notwithstanding paragraph (e) above, the terms of the Permitted
        Revolving Credit Facility shall be approved and agreed by the
        Facility Agent (acting reasonably).

35.     COUNTERPARTS

        Each Finance Document may be executed in any number of counterparts,
        and this has the same effect as if the signatures on the
        counterparts were on a single copy of the Finance Document.


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                                 SECTION 12

                        GOVERNING LAW AND ENFORCEMENT

36.     GOVERNING LAW

        This Agreement is governed by English law.

37.     ENFORCEMENT

37.1    JURISDICTION

(a)     The courts of England have exclusive jurisdiction to settle any
        dispute arising out of or in connection with this Agreement
        (including a dispute regarding the existence, validity or
        termination of this Agreement) (a "DISPUTE").

(b)     The Parties agree that the courts of England are the most
        appropriate and convenient courts to settle Disputes and accordingly
        no Party will argue to the contrary.

(c)     This Clause 37.1 is for the benefit of the Finance Parties only. As
        a result, no Finance Party shall be prevented from taking
        proceedings relating to a Dispute in any other courts with
        jurisdiction. To the extent allowed by law, the Finance Parties may
        take concurrent proceedings in any number of jurisdictions.

37.2    SERVICE OF PROCESS

        Without prejudice to any other mode of service allowed under any
        relevant law, each Obligor (other than an Obligor incorporated in
        England and Wales):

        (a)     irrevocably appoints Solutia UK Limited as its agent for
                service of process in relation to any proceedings before the
                English courts in connection with any Finance Document; and

        (b)     agrees that failure by a process agent to notify the
                relevant Obligor of the process will not invalidate the
                proceedings concerned.

37.3    WAIVER OF CONSEQUENTIAL DAMAGES

        In no event shall any Finance Party be liable on any theory of
        liability for any special, indirect, consequential or punitive
        damages and the Company hereby waives, releases and agrees (for
        itself and on behalf of its Subsidiaries) not to sue upon any such
        claim for any such damages, whether or not accrued and whether or
        not known or suspected to exist in its favour.

THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF
THIS AGREEMENT.


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