Exhibit 10.4
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 “ 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 Borrower, the Collateral Agent, Citibank, N.A., as
administrative agent (in such capacity and together with any
successors in such capacity, the “ Administrative
Agent ”) for the Lenders (as defined herein), the lending
institutions from time to time party thereto (the “
Lenders ”), and the other agents party
thereto. 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 Borrower 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 Borrower that was not in existence or not a
Subsidiary on the date of the Credit Agreement is required to enter
into the Guarantee Agreement upon becoming a
Subsidiary. Each undersigned Subsidiary (“ New
Subsidiary ”) is executing this Supplement in accordance
with the requirements of the Credit Agreement and Guarantee
Agreement to become a Guarantor under the Guarantee
Agreement.
Accordingly, the Collateral Agent
and each New Subsidiary agree as follows:
1) In accordance with
Section 19 of the Guarantee Agreement, each New Subsidiary by its
signature below becomes a Guarantor under the Guarantee Agreement
with the same force and effect as if originally named therein as a
Guarantor and each New Subsidiary hereby (a) agrees to all the
terms
