<PAGE>

                                                                EXHIBIT 10(b)

                                                               EXECUTION COPY

                               AMENDMENT NO. 3

                  AMENDMENT NO. 3 (this "Amendment No. 3") dated as of
                                         ---------------
 June 30, 2003 between:

                  SOLUTIA INC., a Delaware corporation (the "Company"); and
                                                             -------

                  CITIBANK, N.A., as administrative agent for the Lenders (in
such capacity, together with its successors in such capacity, the
"Administrative Agent").
 --------------------

                  The Company, certain lenders (the "Lenders"), Bank of
                                                     -------
America, N.A., as syndication agent (the "Syndication Agent"), and the
                                          -----------------
Administrative Agent are parties to a Second Amended and Restated Credit
Agreement dated as of July 25, 2002 (as heretofore amended, the "Credit
                                                                 ------
Agreement"). The parties hereto desire to amend the Credit Agreement in
---------
certain respects and, in that connection, the Administrative Agent has been
granted authority by the Majority Lenders (as defined in the Credit
Agreement) to execute and deliver this Amendment No. 3. Accordingly, the
Company, and the Administrative Agent on behalf of the Majority Lenders,
hereto hereby agree as follows:

                  Section 1. Definitions. Except as otherwise defined in
                             -----------
this Amendment No. 3, terms defined in the Credit Agreement are used herein
as defined therein.

                  Section 2. Amendment. Subject to the conditions specified
                             ---------
in Section 4 hereof, but effective as of the date hereof, Sections 6.03(a)
and 6.03(b) of the Credit Agreement is hereby amended to read in its
entirety as follows:

                  "(a) Debt to Adjusted EBITDA Ratio. The Company will not
                       -----------------------------
         permit the Debt to Adjusted EBITDA Ratio to exceed the following
         ratios at any time during the following respective periods:

                             Period                                Ratio
                             ------                                -----

                  From the Restatement Date
                    through December 30, 2002                    5.00 to 1

                  From December 31, 2002
                    up to the Applicable Date                    5.00 to 1

                  From the Applicable Date
                    through June 29, 2003                        4.00 to 1

                  From June 30, 2003
                    through September 29, 2003                   5.00 to 1

                              Amendment No. 3
                              ---------------


<PAGE>
<PAGE>

                  From September 30, 2003
                    through December 30, 2003                    3.75 to 1

                  From December 31, 2003
                    through March 30, 2004                       3.50 to 1

                  From March 31, 2004
                    and at all times thereafter                  3.25 to 1

                  (b) Interest Coverage Ratio. The Company will not permit
                      -----------------------
         the Interest Coverage Ratio to be less than the following
         respective ratios at any time during the following respective
         periods:

                             Period                                Ratio
                             ------                                -----

                  From June 30, 2002
                    through December 30, 2002                    2.50 to 1

                  From December 31, 2002
                    through March 30, 2003                       2.00 to 1

                  From March 31, 2003
                    through June 29, 2003                        1.50 to 1

                  From June 30, 2003
                    through September 29, 2003                   1.25 to 1

                  From September 30, 2003
                    through December 30, 2003                    1.75 to 1

                  From December 31, 2003
                    through March 30, 2004                       2.00 to 1

                  From March 31, 2004
                    and at all times thereafter                  2.50 to 1"

                  Section 3.  Representations and Warranties. The Company
                              ------------------------------
hereby represents and warrants to the Administrative Agent and the Lenders that:

                  (a) the representations and warranties contained in the
         Credit Agreement (giving effect to all amendments thereto
         contemplated hereunder) are correct on and as of the date hereof,
         as though made on and as of such date (or, if any such
         representation or warranty is expressly stated to have been made as
         of a specific date, as of such specific date); and

                  (b) after giving effect to this Amendment No. 3, no event
         has occurred and is continuing that constitutes a Default or an
         Event of Default.


                              Amendment No. 3
                              ---------------


<PAGE>
<PAGE>

                  Section 4. Conditions Precedent. As provided in Section 2,
                             --------------------
the amendment to the Credit Agreement set forth in Section 2 are subject to,
and will become effective upon, the satisfaction of the following conditions
precedent (including, with respect to each document required below to be
delivered, that the Administrative Agent shall have received each such
document, which shall be satisfactory in form and substance to the
Administrative Agent):

                  (a) Execution. This Amendment No. 3 shall have been duly
                      ---------
         executed and delivered by the Company and the Administrative Agent
         as provided on the signature pages hereof.

                  (b) Certain Consents and Authorizations. The requisite
                      -----------------------------------
         lenders under the Astaris Credit Agreement, to the extent necessary
         under the Astaris Guaranty Agreement, shall have executed and
         delivered a consent to the transactions contemplated hereby
         pursuant to an instrument in form and substance satisfactory to the
         Administrative Agent.

                  (c) Fees and Expenses. The Administrative Agent shall have
                      -----------------
         received, for the account of each Lender that has authorized the
         Administrative Agent to execute and deliver this Agreement on its
         behalf not later than 5 p.m. New York City time on June 30, 2003,
         an amendment fee in an amount equal to .25% of the sum of such
         Lender's Revolving Credit Commitments and Term Advances.

                  (d) Other Documents. The Administrative Agent shall have
                      ---------------
         received such other documents as the Administrative Agent or
         Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to
         the Administrative Agent, may reasonably request.

                  Section 5. Miscellaneous. Except as herein provided, the
                             -------------
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 3 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument and any of the
parties hereto may execute this Amendment No. 3 by signing any such
counterpart. This Amendment No. 3 shall be governed by, and construed in
accordance with, the law of the State of New York.


                              Amendment No. 3
                              ---------------


<PAGE>
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 3 to be executed by their respective officers thereunto duly
authorized, as of the date first above written.

                                SOLUTIA INC.



                                By: /s/ C. Kevin Wilson
                                   ----------------------------
                                    Name:  C. Kevin Wilson
                                    Title: Vice President and Treasurer
                                             Solutia Inc.


                                CITIBANK, N.A., as Administrative Agent and on
                                   behalf of the Majority Lenders



                                By: /s/ James N. Simpson
                                   ----------------------------
                                    Name:  James N. Simpson
                                    Title: Vice President
                                             Citibank, N.A.





                              Amendment No. 3
                              ---------------