Exhibit 10.2
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 “ Borrower ”), each
Subsidiary of the Borrower listed on Schedule I thereto
(collectively, together with each other Subsidiary that becomes a
party thereto, the “ Subsidiary Guarantors ”
and, together with 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 Credit Agreement referred to below).
A. 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 “ 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, (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 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 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 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 Credit Agreement, the New
Subsi
