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Exhibit 10.2
EXECUTION COPY
AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment"),
dated
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as of March 13, 2007 is between SOLUTIA INC., a Delaware
corporation (the
"Seller") and THERMPHOS TRADING GMBH, a Swiss company (the
"Buyer").
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WHEREAS, the Seller and the Buyer have entered into that
certain
Asset Purchase Agreement dated as of March 11, 2007 (the
"Purchase Agreement")
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pursuant to which the Buyer has agreed to purchase assets of the
Seller and
its Affiliates (as defined in the Purchase Agreement) that are
used or held
for use exclusively in the Business (as defined in the Purchase
Agreement);
and
WHEREAS, the parties hereto desire to amend the Purchase
Agreement;
NOW, THEREFORE, in consideration of the foregoing premises, and
the
covenants, representations and warranties set forth herein, and
for other good
and valuable consideration, the receipt and sufficiency of which
is hereby
acknowledged and accepted; the parties hereto hereby agree as
follows:
1. DEFINITIONS. Capitalized terms used herein without
definition
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shall have their respective meanings assigned in the Purchase
Agreement.
2. SECTION 5.9(a). The first sentence of Section 5.9(a) of
the
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Purchase Agreement is hereby amended and restated in its
entirety to read as
follows:
The Seller shall file a motion or motions, in form and
substance
reasonably satisfactory to the Buyer, seeking the issuance
and
entry by the Bankruptcy Court of the Bidding Procedures Order
and
the Sale Order and any other orders of the Bankruptcy Court
that
the Parties reasonably determine are necessary or desirable
to
effectuate the Transactions and shall use its commercially
reasonable efforts to have the Bankruptcy Court issue and
enter
such orders as soon as practicable (it being acknowledged
and
agreed that the Seller shall have no obligation to seek an
expedite
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