Exhibit 10.5
Joinder Agreement
SUPPLEMENT NO. 1 (the “
Supplement ”) 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 administrative agent for the Lenders (as defined
in the Bridge Credit Agreement referred to below) (in such
capacity, together with its successors in such capacity, the
“ Administrative Agent ”).
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Reference is
made to (a) the Credit Agreement dated as of February 28, 2008 (as
amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “ Bridge Credit
Agreement ”), among the Borrower, the Administrative
Agent, the Lenders, and the other agents party thereto and (b) the
Indemnity, Subrogation and Contribution Agreement, dated as of
February 28, 2008, (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “
Indemnity, Subrogation and Contribution Agreement ”
and, together with the Guarantee Agreement, the “
Guarantee Documents ”), made by the Borrower and the
each of the subsidiaries of the Borrower listed on Schedule
I thereto in favor or the Administrative
Agent. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in
the Guarantee Agreement.
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The Guarantors
have entered into the Guarantee Documents in order to induce the
Lenders to enter into the Bridge Credit Agreement and to induce the
Lenders to make Loans to the Borrower under the Bridge Credit
Agreement.
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Pursuant to
Section 5.15 of the Bridge Credit 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 Bridge Credit
Agreement is required to enter into the Guarantee Documents upon
becoming a Subsidiary. Each undersigned Subsidiary
(“ New Subsidiary ”) is executing this
Supplement in accordance with the requirements of the Bridge Credit
Agreement, Guarantee Agreement and Indemnity, Subrogation and
Contribution Agreement to become a Guarantor under the Guarantee
Documents.
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Accordingly, the Administrative
Agent and each New Subsidiary agree as follows:
SECTION 1. In accordance
with Section 19 of the Guarantee Agreement and Section 14
of
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