EXHIBIT 10.1
FIRST AMENDMENT TO CREDIT
AGREEMENT
FIRST AMENDMENT (this “ Amendment ”), dated
as of May 29, 2009, 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 SOLUTIA INC., a Delaware
corporation (the “ U.S. Borrower ”); SOLUTIA
EUROPE SPRL/BVBA, a private limited liability company incorporated
under Belgian law with registered office Chaussée de
Boondael 6, 1050 Bruxelles, registered with the Crossroads Bank for
Enterprises under number 0460.474.440, Commercial Court of Brussels
(formerly known as Solutia Europe SA/NV, a limited liability
company) (“ Solutia Europe ”); FLEXSYS SA/NV, a
Belgian limited liability company (“société
anonyme” / “naamloze vennootschap”), having its
registered office at Boondaalsesteenweg 6, 1050 Brussels, Belgium
and registered with the Legal Entities Register (RPM/RPR Brussels)
under enterprise number 454.045.419 (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 ”); each of the Lenders;
CITIBANK, N.A. (“ Citibank ”), as administrative
agent for the Lenders (together with its successors in such
capacity, the “ Administrative Agent ”), and as
collateral agent for the Secured Parties (together with its
successors in such capacity, the “ Collateral Agent
”) and as Issuer (the "Issuer"); CITIBANK INTERNATIONAL PLC,
as collateral agent for the European Secured Parties and the other
parties party thereto. Capitalized terms used herein
without definition shall have the meanings ascribed to them in the
Credit Agreement.
RECITALS
A. Solutia has
entered into an agreement to sell the nylon business of Solutia
(the “ Nylon Business ”).
B. The Issuer has
Issued certain Letters of Credit under the Credit Agreement to
support the Nylon Business.
C. The U.S. Borrower
has requested that the Requisite Lenders amend certain provisions
of the Credit Agreement to provide that the Letter of Credit
Obligations with respect to the cash collateralized Letters of
Credit issued to support the Nylon Business not reduce the amount
of the U.S. Revolving Credit Facility available to the Borrower
(except as otherwise provided herein).
D. The parties hereto
have agreed to amend the Credit Agreement on the terms and subject
to the conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants herein contained, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as
follows:
1. Amendments to
Credit Agreement.
(a) Amendments to
Section 1.01 – Defined Terms . Section 1.01 of the Credit
Agreement is hereby amended by deleting the definitions of the
following terms as they appear in the Credit Agreement in effect
prior to the date hereof, and adding the following definitions to
Section 1.01, which shall be inserted in the proper alphabetical
order.
“ Revolving Credit Commitment
” means, with respect to each Revolving Credit Lender, the
commitment of such Revolving Credit Lender to make Revolving Credit
Loans and acquire interests in other Revolving Credit Outstandings
in the aggregate principal amount outstanding not to exceed the
amount set forth opposite such Revolving Credit Lender’s name
on Schedule 2.01 under the caption “Revolving Credit
Commitment,” less such Revolving Credit Lender’s
Ratable Portion of the Backstopped L/C Obligations, if any, on any
date of determination (which reduction shall only be effective so
long as any Backstopped Letter of Credit remains outstanding), as
amended to reflect each Assignment and Acceptance executed by such
Revolving Credit Lender and as such amount may be reduced pursuant
to this Agreement. The aggregate Revolving Credit
Commitments on the Effective Date shall be $450.0
million.
“ U.S. Revolving Credit
Outstandings ” means, as to each Revolving Credit Lender,
the sum of the outstanding principal amount of its U.S. Revolving
Credit Loans and its Ratable Portion of Letter of Credit
Obligations (other than the Backstopped L/C Obligations) and the
U.S. Swing Obligations at such time.
(b) Amendments to
Section 1.01 – Defined Terms . Section 1.01 of the Credit
Agreement is hereby further amended by adding the following
definitions to Section 1.01, which shall be inserted in the proper
alphabetical order.
“ Backstopped L/C Obligations
” means all Letter of Credit Obligations with respect to
Backstopped Letters of Credit
“ Backstopped Letters of Credit
” means, at any time, the Letters of Credit described on
Schedule 1.01(m) to the extent that the same are then cash
collateralized in an amount equal to 103% of the undrawn face
amount thereof at such time on terms, and pursuant to
documentation, in form and substance reasonably satisfactory to the
Administrative Agent and the Collateral Agent.
(c) Additional
Amendment to Credit Agreement . The Credit Agreement
is hereby further amended by adding a new Schedule 1.01(m) thereto
in the form set forth on Annex A to this Amendment:
2. Effectiveness
of this Amendment . This Amendment shall become
effective on and as of the date (the “ First Amendment
Effective Date ”) on which all of the following
conditions precedent have been satisfied:
(a) Amendment
. The Administrative Agent shall have
received
(i) this Amendment
duly executed and delivered by the Borrowers;
(ii) an officer’s
certificate signed on behalf of the U.S. Borrower by a Financial
Officer of the U.S. Borrower, certifying (A) that the
representations and warranties set forth in Article III of the
Credit Agreement and in the other Loan Documents are true and
correct (or true and correct
