EXHIBIT A
Form of Administrative Questionnaire
EXHIBIT B-1
Form of Notice of Borrowing
EXHIBIT B-2
Form of Swing Loan Request
EXHIBIT B-3
Form of Letter of Credit Request
EXHIBIT B-4
Form of Notice of Conversion or Continuation
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 European Revolving Credit Note
EXHIBIT F-2
Form of European Swing Note
EXHIBIT F-3
Form of U.S. Revolving Credit Note
EXHIBIT F-4
Form of U.S. Swing 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 Exemption Certificate
EXHIBIT L
Form of Solvency Certificate
EXHIBIT M
Form of Mortgage
EXHIBIT N
Form of No-Offset Letter
EXHIBIT O
Form of Non-U.S. Guarantee Agreement
EXHIBIT P
Form of European Business Pledge
EXHIBIT Q
Form of European Pledge on Bank Accounts
EXHIBIT R
Form of European Receivables Pledge Agreement
EXHIBIT S
Form of Borrowing Base Certificate
SCHEDULE 1.01(a)
Immaterial Restricted Subsidiaries
SCHEDULE 1.01(b)
Permitted Restructuring
SCHEDULE 1.01(c)
Specified Asset Sales
SCHEDULE 1.01(d)
Existing Joint Ventures
SCHEDULE 1.01(e)
Domestic Lending Office
SCHEDULE 1.01(f)
Eurodollar Lending Office
SCHEDULE 1.01(g)
European Lending Office
SCHEDULE 1.01(h)
Locations of Eligible European Inventory
SCHEDULE 1.01(i)
Locations of Eligible U.S. Inventory
SCHEDULE 1.01(j)
Mandatory Cost Formula
SCHEDULE 1.01(k)
Foreign Account Debtors
SCHEDULE 1.01(l)
Form of Tax Status Certificate
SCHEDULE 2.01
Lenders and Commitments
SCHEDULE 2.04
Existing Letters of Credit
SCHEDULE 3.05
Financial Information
SCHEDULE 3.09(a)
Subsidiaries
SCHEDULE 3.09(b)
Securities
SCHEDULE 3.10(a)
Options, Rights of First Refusal, Etc.
SCHEDULE 3.10(b)
Leased and Owned Real Property
SCHEDULE 3.17
Insurance
v
SCHEDULE 4.01(f)(i)
Local and Foreign Counsel Jurisdictions (Pledged Equity Interests)
SCHEDULE 4.01(f)(ii)
Local and Foreign Counsel Jurisdictions (Non-U.S. Pledge Agreements and
Security Documents)
SCHEDULE 4.01(v)
Initial Mortgaged Properties
SCHEDULE 4.01(v)(3)
Title Insurance Amounts
SCHEDULE 5.17(a)
Post-Closing Covenants
SCHEDULE 5.17(b)
Dutch Post-Closing Covenants
SCHEDULE 5.21
Permitted Restructuring Conditions
SCHEDULE 5.22
Certain Properties
SCHEDULE 6.01(ii)(A)
Existing Indebtedness
SCHEDULE 6.01(ii)(B)
Existing Indebtedness
SCHEDULE 6.01(xxi)
Intercompany Notes
SCHEDULE 6.02(iv)(A)
Existing Liens
SCHEDULE 6.02(iv)(B)
Existing Liens
SCHEDULE 6.02(xxvi)
Title Policy Exclusions
SCHEDULE 6.04
Existing Investments
SCHEDULE 6.09
Existing Restrictions
vi
CREDIT AGREEMENT (this "Agreement") dated as of February 28, 2008,
among SOLUTIA INC., a Delaware corporation (the "U.S. Borrower"); SOLUTIA EUROPE
SA/NV, a limited liability company incorporated under Belgian law with
registered office Chaussée de Boondael 6, 1050 Bruxelles, registered with the
Crossroads Bank for Enterprises under number 0460.474.440, Commercial Court of
Brussels, whose legal form will be converted from a S.A./N.V. (limited liability
company) into a SPRL/BVBA (private limited liability company) ("Solutia
Europe"); FLEXSYS SA/NV, a Belgian limited liability company ("société anonyme"
/ "naamloze vennootschap"), having its registered office at Woluwedal 24, bus 3,
B-1932 Sint-Stevens-Woluwe, Belgium and registered with the Legal Entities
Register (RPM/RPR Brussels) under enterprise number 454.045.419 ("Flexsys";
together with Solutia Europe, the "European Borrowers", and each, a "European
Borrower"; the European Borrowers, together with the U.S. Borrower, are