on Agents and Other Lenders
123130
SECTION 8.08. No Other Duties, etc.
124131
SECTION 8.09. Security Trust Deed
124131
SECTION 8.10. Administrative Agent May File Proofs of Claim
124131
SECTION 8.11. Collateral and Guarantee Matters
125132
SECTION 8.12. Withholding Taxes
126133
-iii-
Page
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. Notices
126133
SECTION 9.02. Survival of Agreement
128135
SECTION 9.03. Binding Effect
129135
SECTION 9.04. Successors and Assigns
129136
SECTION 9.05. Expenses; Indemnity
132139
SECTION 9.06. Right of Setoff
133140
SECTION 9.07. Applicable Law
134141
SECTION 9.08. Waivers; Amendment
134141
SECTION 9.09. Interest Rate Limitation
137144
SECTION 9.10. Entire Agreement
137144
SECTION 9.11. WAIVER OF JURY TRIAL
137144
SECTION 9.12. Severability
137145
SECTION 9.13. Counterparts
138145
SECTION 9.14. Headings
138145
SECTION 9.15. Jurisdiction; Consent to Service of Process
138145
SECTION 9.16. Confidentiality
138146
SECTION 9.17. Posting of Approved Electronic Communications
139147
SECTION 9.18. Treatment of Information
140147
SECTION 9.19. USA PATRIOT Act Notice
142149
SECTION 9.20. Intercreditor Agreement
142149
SECTION 9.21. No Fiduciary Duty
142149
SECTION 9.22. Payments Set Aside
142150
EXHIBIT A
Form of Administrative Questionnaire
EXHIBIT B-1
Form of Borrowing Notice
EXHIBIT B-2
Form of Swing Line Loan Notice
EXHIBIT C
Form of Assignment and Assumption
EXHIBIT D
Form of Compliance Certificate
EXHIBIT E
Form of Indemnity, Subrogation and Contribution Agreement
EXHIBIT F-1
Form of Term Note
EXHIBIT F-2
Form of Revolving Credit Note
EXHIBIT F-3
Form of Swing Line Note
EXHIBIT G
Form of Closing Certificate
EXHIBIT H
Form of Guarantee Agreement
EXHIBIT I
Form of Pledge Agreement
EXHIBIT J
Form of Security Agreement
EXHIBIT K
Form of United States Tax Compliance Certificate
EXHIBIT L
Form of Solvency Certificate
EXHIBIT M
Form of Lender Participation Notice
EXHIBIT N
Form of Letter of Credit Request
SCHEDULE 1.01(a)
Immaterial Restricted Subsidiaries
SCHEDULE 1.01(b)
Specified Asset Sales
SCHEDULE 1.01(d)
Existing Joint Ventures
SCHEDULE 1.01(e)
Existing L/Cs
SCHEDULE 1.01(f)
Specified Businesses
-iv-
SCHEDULE 2.01
Lenders and Commitments
SCHEDULE 3.05
Financial Information
SCHEDULE 3.09(a)
Subsidiaries
SCHEDULE 3.09(b)
Securities
SCHEDULE 3.10(b)
Leased and Owned Real Property
SCHEDULE 3.14
Environmental
SCHEDULE 3.17
Insurance
SCHEDULE 4.01(f)(i)
Local and Foreign Counsel Jurisdictions (Pledged Equity Interests)
SCHEDULE 5.16(a)
Post-Closing Covenants
SCHEDULE 5.16(b)
Mortgaged Properties
SCHEDULE 6.01(ii)
Existing Indebtedness
SCHEDULE 6.02(iv)(A)
Existing Liens
SCHEDULE 6.04
Existing Investments
SCHEDULE 6.08
Transactions with Affiliates
SCHEDULE 6.09
Existing Restrictions
-v-
CREDIT AGREEMENT (this "Agreement") dated as of March 17, 2010,2010 (as
amended on March 3, 2011, this "Agreement"), among SOLUTIA INC., a Delaware
corporation (the "Borrower"); each of the Lenders (as defined in Section 1.01);
DEUTSCHE BANK TRUST COMPANY AMERICAS ("DBTCA"), as administrative agent for the
Lenders (together with its successors in such capacity, the "Administrative
Agent"), as collateral agent for the Secured Parties (together with its
successors in such capacity, the "Collateral Agent"), as Swing Line Lender and
as an Issuer; and CITIBANK, N.A., as an Issuer.
The parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms
shall have the meanings specified below:
"Acceptable Discount" has the meaning