Exhibit 10.1
Joinder Agreement
SUPPLEMENT NO. 1 dated as of May 5, 2008,
to the Security Agreement (the “ Security Agreement
”) dated as of February 28, 2008, among SOLUTIA INC., a
Delaware corporation (the “ U.S. Borrower ”),
each Subsidiary of the U.S. Borrower listed on
Schedule I thereto (collectively, together with each
other Subsidiary that becomes a party thereto, the “
Subsidiary Guarantors ” and, together with U.S.
Borrower, the “ Grantors ”), and 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 Revolving Credit
Agreement referred to below).
A. Reference is made to (a) the
Revolving Credit Agreement dated as of February 28, 2008 (as
amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “ Revolving Credit
Agreement ”), among the Borrowers, 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, (b) 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 ”), made by the Subsidiary Guarantors in favor
of the Collateral Agent, (c) the Pledge Agreement, dated February
28, 2008, made by certain Grantors in favor of the Collateral Agent
(as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “ Pledge
Agreement ”) and (d) the Indemnity, Subrogation, and
Contribution Agreement, dated as of February 28, 2008, made by
certain Obligors in favor of the Agents (as amended, restated,
amended and restated, supplemented or otherwise modified from time
to time, the “ Indemnity, Subrogation, and Contribution
Agreement ” and, together with the Security Agreement,
the Guarantee Agreement, and the Pledge Agreement, the “
Collateral Documents ”).
B. Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to
such terms in the Security Agreement.
C. Pursuant to Section 5.15 of
the Revolving Credit 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 Revolving Credit Agreement
is required to enter into the Collateral Documents upon becoming a
Subsidiary. Each of the Collateral Documents provides
that such Subsidiary may become a party to the Collateral Documents
by execution and delivery of an instrument in the form of this
Supplement. The undersigned Subsidiary (the “
New Subsidiary ”) is executing this Supplement in
accordance with the requirements of the Revolving Credit Agreement
to become a party to the Collateral Documents.
Accordingly, the Collateral Agent and the New
Subsidiary agree as follows:
SECTION 1. In
accordance with Section 5.15 of the Re
