Exhibit 10.3
Joinder Agreement
SUPPLEMENT NO. 1 dated as of
May 5, 2008, to the Guarantee Agreement, dated as of February 28,
2008 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “ Guarantee
Agreement ”), among each of the subsidiaries of
SOLUTIA INC., a Delaware corporation (the “ U.S.
Borrower ”) listed on Schedule I thereto (each
such subsidiary individually, a “ Subsidiary Guarantor
” and collectively, together with each other Subsidiary that
becomes a party thereto, the “ Subsidiary Guarantors
”) in favor of CITIBANK, N.A., as collateral agent (in such
capacity, together with its successors in such capacity, the
“ Collateral Agent ”) on behalf of the Secured
Parties (as defined in the Credit Agreement referred to
below).
A. Reference is made to the Credit
Agreement dated as of February 28, 2008 (as amended, restated,
amended and restated, supplemented or otherwise modified from time
to time, the “ Credit Agreement ”), among the
U.S. Borrower; SOLUTIA EUROPE SA/NV, a Belgian limited liability
company (“ Solutia Europe ”), FLEXSYS SA/NV, a
Belgian limited liability company (“ Flexsys ”;
together with Solutia Europe, the “ European Borrowers
”, and each a “ European Borrower ”; the
European Borrowers together with the U.S. Borrower are the “
Borrowers ” and each, a “ Borrower
”), the lending institutions from time to time parties
thereto (the “ Lenders ”), CITIBANK, N.A., as
administrative agent for the Lenders (in such capacity, together
with its successors in such capacity, the “ Administrative
Agent ”), the Collateral Agent, CITIBANK INTERNATIONAL
PLC, as collateral agent for the European Secured Parties (in such
capacity, together with its successors and assigns in such
capacity, the “ European Collateral Agent ”, and
together with the Collateral Agent, the “ Collateral
Agents ”, and each a “ Collateral Agent
”), DEUTSCHE BANK AG, NEW YORK BRANCH, as syndication agent,
GOLDMAN SACHS CREDIT PARTNERS L.P. (“ GSCP ”),
as documentation agent; and CITIGROUP GLOBAL MARKETS INC., GSCP
and DEUTSCHE BANK SECURITIES INC., as joint lead
arrangers and joint bookrunners. Capitalized terms used
herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Guarantee Agreement.
B. The Guarantors have
entered into the Guarantee Agreement in order to induce the Lenders
to enter into the Credit Agreement and to induce the Lenders to
make Loans to the Borrowers under the Credit Agreement.
C. Pursuant to Section 5.15 of
the Credit Agreement and Section 19 of the Guarantee Agreement,
each Subsidiary (other than any Excluded Subsidiary) of the U.S.
Borrower that was not in existence or not a Subsidiary on the date
of the Credit Agreement is required to enter into a Guarantee
Agreement upon becoming a Subsidiary. Each undersigned
Subsidiary (“ New Subsidiary ”) is executing
this Supplement in accordance with
