EXHIBIT 10(b)
EXECUTION COPY
AMENDMENT NO. 3
AMENDMENT NO. 3 (this "Amendment No. 3") dated as of
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June 30, 2003 between:
SOLUTIA INC., a Delaware corporation (the "Company"); and
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CITIBANK, N.A., as administrative agent for the Lenders (in
such capacity, together with its successors in such capacity, the
"Administrative Agent").
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The Company, certain lenders (the "Lenders"), Bank of
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America, N.A., as syndication agent (the "Syndication Agent"), and the
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Administrative Agent are parties to a Second Amended and Restated Credit
Agreement dated as of July 25, 2002 (as heretofore amended, the "Credit
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Agreement"). The parties hereto desire to amend the Credit Agreement in
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certain respects and, in that connection, the Administrative Agent has been
granted authority by the Majority Lenders (as defined in the Credit
Agreement) to execute and deliver this Amendment No. 3. Accordingly, the
Company, and the Administrative Agent on behalf of the Majority Lenders,
hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in
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this Amendment No. 3, terms defined in the Credit Agreement are used herein
as defined therein.
Section 2. Amendment. Subject to the conditions specified
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in Section 4 hereof, but effective as of the date hereof, Sections 6.03(a)
and 6.03(b) of the Credit Agreement is hereby amended to read in its
entirety as follows:
"(a) Debt to Adjusted EBITDA Ratio. The Company will not
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permit the Debt to Adjusted EBITDA Ratio to exceed the following
ratios at any time during the following respective periods:
Period Ratio
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From the Restatement Date
through December 30, 2002 5.00 to 1
From December 31, 2002
up to the Applicable Date 5.00 to 1
From the Applicable Date
through June 29, 2003 4.00 to 1
From June 30, 2003
through September 29, 2003 5.00 to 1
Amendment No. 3
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From September 30, 2003
through December 30, 2003 3.75 to 1
From December 31, 2003
through March 30, 2004 3.50 to 1
From March 31, 2004
and at all times thereafter 3.25 to 1
(b) Interest Coverage Ratio. The Company will not permit
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the Interest Coverage Ratio to be less than the following
respective ratios at any time during the following respective
periods:
Period Ratio
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From June 30, 2002
through December 30, 2002 2.50 to 1
From December 31, 2002
through March 30, 2003 2.00 to 1
From March 31, 2003
through June 29, 2003 1.50 to 1
From June 30, 2003
through September 29, 2003 1.25 to 1
From September 30, 2003
through December 30, 2003 1.75 to 1
From December 31, 2003
through March 30, 2004 2.00 to 1
From March 31, 2004
and at all times thereafter 2.50 to 1"
Section 3. Representations and Warranties. The Company
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hereby represents and warrants to the Administrative Agent and the Lenders that:
(a) the representations and warranties contained in the
Credit Agreement (giving effect to all amendments thereto
contemplated hereunder) are correct on and as of the date hereof,
as though made on and as of such date (or, if any such
representation or warranty is expressly stated to have been made as
of a specific date, as of such specific date); and
(b) after giving effect to this Amendment No. 3, no event
has occurred and is continuing that constitutes a Default or an
Event of Default.
Amendment No. 3
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Section 4. Conditions Precedent. As provided in Section 2,
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the amendment to the Credit Agreement set forth in Section 2 are subject to,
and will become effective upon, the satisfaction of the following conditions
precedent (including, with respect to each document required below to be
delivered, that the Administrative Agent shall have received each such
document, which shall be satisfactory in form and substance to the
Administrative Agent):
(a) Execution. This Amendment No. 3 shall have been duly
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executed and delivered by the Company and the Administrative Agent
as provided on the signature pages hereof.
(b) Certain Consents and Authorizations. The requisite
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lenders under the Astaris Credit Agreement, to the extent necessary
under the Astaris Guaranty Agreement, shall have executed and
delivered a consent to the transactions contemplated hereby
pursuant to an instrument in form and substance satisfactory to the
Administrative Agent.
(c) Fees and Expenses. The Administrative Agent shall have
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received, for the account of each Lender that has authorized the
Administrative Agent to execute and deliver this Agreement on its
behalf not later than 5 p.m. New York City time on June 30, 2003,
an amendment fee in an amount equal to .25% of the sum of such
Lender's Revolving Credit Commitments and Term Advances.
(d) Other Documents. The Administrative Agent shall have
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received such other documents as the Administrative Agent or
Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to
the Administrative Agent, may reasonably request.
Section 5. Miscellaneous. Except as herein provided, the
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Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 3 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument and any of the
parties hereto may execute this Amendment No. 3 by signing any such
counterpart. This Amendment No. 3 shall be governed by, and construed in
accordance with, the law of the State of New York.
Amendment No. 3
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 3 to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
SOLUTIA INC.
By: /s/ C. Kevin Wilson
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Name: C. Kevin Wilson
Title: Vice President and Treasurer
Solutia Inc.
CITIBANK, N.A., as Administrative Agent and on
behalf of the Majority Lenders
By: /s/ James N. Simpson
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Name: James N. Simpson
Title: Vice President
Citibank, N.A.
Amendment No. 3
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