EXHIBIT 4(b)
EXECUTION COPY
AMENDED, RESTATED AND NOVATED
JUNIOR SECURITY AGREEMENT
AMENDED, RESTATED AND NOVATED JUNIOR SECURITY AGREEMENT
(this "Agreement") dated as of October 8, 2003, among SOLUTIA INC., a
---------
corporation duly organized and validly existing under the laws of the State
of Delaware (the "Company"); SOLUTIA BUSINESS ENTERPRISES, INC., a
-------
corporation duly organized and validly existing under the laws of the State
of New York ("Solutia New York"); each of the Subsidiaries of the Company
----------------
identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages
hereto or that become "Securing Parties" hereunder pursuant to Section 6.12
after the date hereof (individually, a "Subsidiary Guarantor" and,
--------------------
collectively, the "Subsidiary Guarantors" and, together with the Company and
---------------------
Solutia New York, individually a "Securing Party" and, collectively, the
--------------
"Securing Parties"); ABLECO FINANCE LLC, as collateral agent under the
----------------
Junior Intercreditor Agreement (as defined below) (in such capacity,
together with its successors and assigns in such capacity, the "Collateral
----------
Agent"); and HSBC Bank USA, a banking corporation duly organized and validly
- -----
existing under the laws of the State of New York, as trustee under the 2009
Notes Indenture referred to below (in such capacity, together with its
successors in such capacity, the "Trustee").
-------
The Company, CPFilms Inc., Monchem, Inc., Monchem
International, Inc., Solutia Systems, Inc., Citibank, N.A., as collateral
agent (the "Existing Collateral Agent"), and the Trustee have previously
-------------------------
entered into a Junior Security Agreement dated as of July 25, 2002 (the
"Existing Junior Security Agreement"). The parties wish hereby to amend,
----------------------------------
restate and novate the Existing Junior Security Agreement on the terms and
conditions hereof.
The Company, Solutia New York, the Subsidiary Guarantors,
certain lenders (the "Solutia Lenders"), Congress Financial Corporation
---------------
(Central), as documentation agent (in such capacity, together with its
successors and assigns in such capacity, the Documentation Agent"), Wells
-------------------
Fargo Foothill, Inc., as administrative agent (in such capacity, together
with its successors and assigns in such capacity, the "Administrative
--------------
Agent"), and the Collateral Agent are parties to a Financing Agreement dated
- -----
as of the date hereof (as modified and supplemented and in effect from time
to time, the "Solutia Credit Agreement"), providing, subject to the terms
------------------------
and conditions thereof, for extensions of credit (by means of loans and
letters of credit) to be made by said lenders to the Company and the other
borrowers referred to therein in an aggregate principal or face amount not
exceeding $350,000,000.
The Company is also party to an Indenture dated as of July
9, 2002 (as modified and supplemented by the Supplemental Indenture, the
Second Supplemental Indenture and the Third Supplemental Indenture, and as
further modified and supplemented and in effect from time to time, the "2009
----
Notes Indenture") among the Company, SOI Funding Corp. and the Trustee,
- ---------------
pursuant to which SOI Funding Corp. has issued its 11.25% Senior Secured
Notes due 2009 (the "2009 Notes"), in an aggregate principal amount of
----------
$223,000,000 as of July 9, 2002, and which 2009 Notes have been assumed by
the Company pursuant to a Supplemental Indenture thereto, and guaranteed by
Solutia New York and the Subsidiary Guarantors as provided in Section 10.01
thereof.
Junior Security Agreement
-------------------------
- 2 -
Pursuant to the Senior Security Documents, the Securing
Parties have granted to the Collateral Agent liens on substantially all of
the property of the Securing Parties (the "Senior Collateral") as collateral
-----------------
security for the obligations of the Securing Parties under the Solutia
Credit Agreement and the other documents related thereto.
In connection with the foregoing, the parties hereto wish
to reaffirm the grant by the Securing Parties to the Trustee of a lien on
the Senior Collateral, which liens the Trustee has agreed, on behalf of
itself and each holder of the 2009 Notes, pursuant to an Amended, Restated
and Novated Junior Intercreditor Agreement dated as of the date hereof (the
"Junior Intercreditor Agreement") among the Securing Parties, the Collateral
------------------------------
Agent and the Trustee, shall be junior to the liens on the Senior Collateral
granted to the Collateral Agent pursuant to the Senior Security Documents.
Accordingly, the parties hereby agree that the Existing
Junior Security Agreement is hereby amended, restated and novated in its
entirety as follows:
Section 1. Definitions. Terms defined in the Junior
-----------
Intercreditor Agreement are used herein as defined therein.
(a) The terms "Accounts", "Inventory" and "Investment
-------- --------- ----------
Property" have the respective meanings ascribed thereto in Article 9 of the
- --------
Uniform Commercial Code. The term "Financial Assets" shall have the meaning
----------------
ascribed thereto in Article 8 of the Uniform Commercial Code.
(b) In addition, as used herein:
"Applicable Secured Party" means, (a) prior to the Senior
------------------------
Payment Date, the Collateral Agent, the Administrative Agent or the
Documentation Agent, as the case may be, and (b) on and after the
Senior Payment Date, the Trustee.
"Collateral" has the meaning assigned to such term in
----------
Section 3.
"Collateral Account" means, collectively, the Senior
------------------
Collateral Account and the Junior Collateral Account.
"Copyright Collateral" means all material Copyrights,
--------------------
whether now owned or hereafter acquired by any Securing Party,
including each Copyright identified in Annex 4.
"Copyrights" means all copyrights, copyright registrations
----------
and applications for copyright registrations, including all
renewals and extensions thereof, the right to recover for all past,
present and future infringements thereof, and all other rights of
any kind whatsoever accruing thereunder or pertaining thereto.
"Document" has the meaning assigned to such term in
--------
Section 3(g).
"Europe" means the countries of Austria, Benelux, Denmark,
------
Finland, France, Germany, Greece, Ireland, Italy, Norway, Portugal,
Spain, Sweden, Switzerland and the United Kingdom.
Junior Security Agreement
-------------------------
- 3 -
"Event of Default" has the meaning assigned to such term
----------------
in the 2009 Notes Indenture.
"Instruments" has the meaning assigned to such term in
-----------
Section 3(d).
"Intellectual Property" means collectively, all Copyright
---------------------
Collateral, all Patent Collateral and all Trademark Collateral,
together with (a) to the extent used in connection with production
at the Mortgaged Facilities, all inventions, processes, software,
production methods, proprietary information, know-how and trade
secrets with respect to any of the foregoing; (b) all licenses or
user or other agreements granted to any Securing Party with respect
to any of the foregoing, including software licenses, in each case
whether now or hereafter owned or used including the licenses or
other agreements with respect to the Copyright Collateral, the
Patent Collateral or the Trademark Collateral, listed in Annex 7,
(c) to the extent used in connection with production at the
Mortgaged Facilities, all information, data, plans, blueprints,
specifications, designs, drawings, recorded knowledge, surveys,
engineering reports, test reports, manuals, materials standards,
processing standards, performance standards, catalogs, computer and
automatic machinery software and programs with respect to any of
the foregoing and (d) any other intellectual property collateral in
which a Lien is granted under the Senior Security Documents.
"Issuers" means, collectively, (a) the respective
-------
corporations, partnerships or other entities identified under the
names of the Securing Parties on Annex 3 under the caption
"Issuer", (b) any other entity that shall at any time be a
Subsidiary Guarantor that is not a Restricted Subsidiary and (c)
any other issuer of capital stock which has such capital stock
pledged under the Senior Security Documents.
"Junior Collateral Account" has the meaning assigned to
-------------------------
such term in Section 4.01.
"Junior Secured Obligations" means, collectively, (a) in
--------------------------
the case of the Company, the obligations of the Company to the
Trustee and the 2009 Noteholders in respect of the 2009 Notes, (b)
in the case of the Subsidiary Guarantors and Solutia New York, the
obligations of the Subsidiary Guarantors and Solutia New York in
respect of the 2009 Notes pursuant to the guarantee thereof set
forth in Section 10.01 of the 2009 Notes Indenture (or a supplement
thereto executed and delivered pursuant to Section 4.19 thereof)
and (c) in the case of all Securing Parties, all present and future
obligations of the Securing Parties to the Junior Secured Parties,
or any of them, hereunder.
"Junior Secured Parties" means, collectively, the Trustee
----------------------
and the 2009 Noteholders in respect of the 2009 Notes.
"Mortgaged Facilities" means the manufacturing facilities
--------------------
of the Company located in or near Decatur, Alabama, Pensacola,
Florida, Indian Orchard, Massachusetts, Trenton, Michigan,
Greenwood, South Carolina and Alvin, Texas and the production
facility of CPFilms Inc. located in or near Martinsville, Virginia.
Junior Security Agreement
-------------------------
- 4 -
"Patent Collateral" means all material Patents used in
-----------------
connection with production at the Mortgaged Facilities, whether now
owned or hereafter acquired by any Securing Party, including each
Patent identified in Annex 5.
"Patents" means to the extent used, registered or applied
-------
for in the United States of America or Europe all patents,
including the inventions and improvements described and claimed
therein together with the reissues, divisions, continuations,
renewals, extensions and continuations-in-part thereof, all income,
royalties, damages and payments now or hereafter due and/or payable
under and with respect thereto, including damages and payments for
past or future infringements thereof, the right to sue for past,
present and future infringements thereof.
"Pledged Debt" means any Indebtedness (as defined in the
------------
Solutia Credit Agreement) of any Domestic Subsidiary (other than a
Restricted Subsidiary) held by any Securing Party and any other
indebtedness which is pledged under the Senior Security Documents.
"Pledged Stock" has the meaning assigned to such term in
-------------
Section 3(a).
"Permitted Investments" shall mean: (a) direct obligations
---------------------
of the United States of America, or of any agency thereof, or
obligations guaranteed as to principal and interest by the United
States of America, or of any agency thereof, in either case
maturing not more than 90 days from the date of acquisition
thereof; (b) certificates of deposit or time deposits issued by any
bank or trust company organized under the laws of the United States
of America or any state thereof and having capital, surplus and
undivided profits of at least $500,000,000, maturing not more than
90 days from the date of acquisition thereof; (c) fully
collateralized repurchase agreements with a term of not more than
90 days for securities described in clause (a) of this definition
and entered into with a financial institution satisfying the
criteria described in clause (b) of this definition; and (d)
commercial paper rated A-1 or better or P-1 by Standard & Poor's
Ratings Services, a division of McGraw-Hill Companies, Inc., or
Moody's Investors Services, Inc., respectively, maturing not more
than 90 days from the date of acquisition thereof; in each case so
long as the same (x) provide for the payment of principal and
interest (and not principal alone or interest alone) and (y) are
not subject to any contingency regarding the payment of principal
or interest.
"Restricted Issuers" means, collectively, Solutia Europe,
------------------
Solchem Netherlands C.V., a limited partnership organized under
the laws of the Netherlands ("Solutia Netherlands"), Solutia UK
-------------------
Holdings Ltd., a corporation organized under the laws of England
and Wales, Solutia Argentina S.R.L., Solutia Australia Pty. Ltd.,
Solutia Brasil Ltda., Solutia Canada Inc., Solutia Chemicals
France SARL, Solutia Chemicals Iberica S.L., Solutia Chemicals
India Private Limited, Solutia Hong Kong Limited, Solutia
International Sales, Inc., Solutia Italia SrL, Solutia Japan
Limited, Solutia Korea Ltd., Solutia Mexico, S. de R.L. de C.V.,
Solutia Netherlands Holdings B.V., Solutia Singapore Pte. Ltd.,
Solutia South Africa (Pty) Ltd., Solutia Venezuela S.R.L., Solutia
(Thailand) Ltd., Astaris Brasil, Quimica "m" S.A. de C.V., Thailon
Six Six Ltd. and Crescent Industrial Chemicals Ltd.
Junior Security Agreement
-------------------------
- 5 -
"Restricted Pledged Collateral" means Collateral comprised
-----------------------------
of shares of stock or Debt (as defined in the Existing Note
Indentures) of any Restricted Subsidiary owned or held by the
Company or any Restricted Subsidiary.
"Restricted Subsidiary" has the meaning assigned to such
---------------------
term in the Existing Note Indentures as in effect on the date
hereof and without giving effect to any modifications or
supplements after the date hereof.
"Senior Agent(s)" means the Collateral Agent, the
---------------
Administrative Agent or the Documentation Agent, or any or all of
them, as the context may require.
"Senior Collateral Account" means a cash collateral
-------------------------
account established by or under the control of a Senior Agent
pursuant to which the cash proceeds of any Senior Collateral are
deposited, including, without limitation, the Letter of Credit
Collateral Account (as defined in the Solutia Credit Agreement)
established under the Solutia Credit Agreement.
"Senior Lien Limit" means, on any date, the aggregate
-----------------
amount of Debt (as defined in the Existing Note Indentures) that
may be secured by a Lien on the property of the Company and its
Subsidiaries without requiring that such Lien be shared equally and
ratably with the security issued in connection with the 2009 Notes
Indenture and the Existing Note Indentures, which amount on the
date hereof equal to $269,100,000.
"Solutia Europe" means Solutia Europe SA/NV, a corporation
--------------
organized under the laws of Belgium.
"Stock Collateral" has the meaning assigned to such term
----------------
in Section 3(a)(ii).
"Trademark Collateral" means all material Trademarks,
--------------------
whether now owned or hereafter acquired by any Securing Party,
including each Trademark identified in Annex 6. Notwithstanding the
foregoing, the Trademark Collateral does not and shall not include
any Trademark that would be rendered invalid, abandoned, void or
unenforceable by reason of its being included as part of the
Trademark Collateral.
"Trademarks" means, to the extent used, registered or
----------
applied for in the United States of America or Europe, all trade
names, trademarks and service marks, logos, trademark and service
mark registrations, and applications for trademark and service mark
registrations, including all renewals of trademark and service mark
registrations, all rights corresponding thereto throughout the
United States of America and Europe, the right to recover for all
past, present and future infringements thereof, all other rights of
any kind whatsoever accruing thereunder or pertaining thereto,
together, in each case, with the product lines and goodwill of the
business connected with the use of, and symbolized by, each such
trade name, trademark and service mark.
"Uniform Commercial Code" means the Uniform Commercial
-----------------------
Code as in effect from time to time in the State of New York.
Junior Security Agreement
-------------------------
- 6 -
Section 2. Representations and Warranties. Each Securing
------------------------------
Party represents and warrants to the Junior Secured Parties that:
(a) Title and Priority. Such Securing Party is the sole
------------------
beneficial owner of the Collateral in which it purports to grant a
security interest pursuant to Section 3 and no Lien exists or will
exist upon such Collateral at any time, except for Liens permitted
under Section 4.11 of the 2009 Notes Indenture and except for (x)
the security interest in favor of the Collateral Agent for the
benefit of the Senior Secured Parties created pursuant to the
Senior Security Documents and (y) the security interest in favor of
the Trustee for the benefit of the Junior Secured Parties created
pursuant hereto. The security interest created pursuant hereto
constitutes a valid and perfected security interest in the
Collateral in which such Securing Party purports to grant a
security interest pursuant to Section 3, subject to the senior
Liens created pursuant to the Senior Security Documents, but
subject to no other equal or prior Lien except as expressly
permitted by said Section 4.11 of the 2009 Notes Indenture.
(b) Names, Etc. The full and correct legal name, type of
-----------
organization, jurisdiction of organization, organizational ID
number (if applicable) and mailing address of each Securing Party
as of the date hereof are correctly set forth in Annex 1. Annex 1
correctly specifies (x) the place of business of each Securing
Party or, if such Securing Party has more than one place of
business, the location of the chief executive office of such
Securing Party, and (y) each location of the Securing Parties where
in excess of $5,000,000 of Inventory as of March 31, 2002 of the
Securing Parties is located.
(c) Changes in Circumstances. Such Securing Party has not
------------------------
(i) within the period of four months prior to the date hereof,
changed its "location" (as defined in Section 9-307 of the Uniform
Commercial Code), (ii) except as specified in Annex 1, heretofore
changed its name, or (iii) except as specified in Annex 2,
heretofore become a "new debtor" (as defined in Section
9-102(a)(56) of the Uniform Commercial Code) with respect to a
currently effective security agreement previously entered into by
any other Person.
(d) Pledged Stock. The Pledged Stock, if any, identified
-------------
under the name of such Securing Party in Annex 3 is, and all other
Pledged Stock in which such Securing Party shall hereafter grant a
security interest pursuant to Section 3 will be, duly authorized,
validly issued, fully paid and non-assessable and none of such
Pledged Stock is or will be subject to any contractual restriction,
or any restriction under the charter, by-laws or other
organizational document of the respective Issuer of such Pledged
Stock, upon the transfer of such Pledged Stock (except for any
restriction contained herein or under such organizational
documents).
(e) Ownership of Pledged Stock. The Pledged Stock, if any,
--------------------------
identified under the name of such Securing Party in Annex 3
constitutes (i) in the case of each Issuer other than a Restricted
Issuer, 100% of all the issued and outstanding shares of capital
stock of whatever class of such Issuer beneficially owned by such
Securing Party on the date hereof (whether or not registered in the
name of such Securing Party) and (ii) in the case of each
Restricted Issuer, 65% of the issued and outstanding shares of
voting stock of such Restricted Issuer (it being understood that,
in the case of Solutia Europe, shares of treasury stock or stock of
Solutia Europe held by Solutia Europe shall not be deemed to
Junior Security Agreement
-------------------------
- 7 -
be outstanding) and 100% of all other issued and outstanding shares
of capital stock of whatever class of such Restricted Issuer
beneficially owned by such Securing Party on the date hereof
(whether or not registered in the name of such Securing Party);
Annex 3 correctly identifies, as at the date hereof, the respective
Issuers of such Pledged Stock and the respective class and par
value of the shares constituting such Pledged Stock and the
respective number of shares (and registered owners thereof)
represented by each such certificate.
(f) Fair Labor Standards Act. Any goods now or hereafter
------------------------
produced by such Securing Party or any of its Subsidiaries in the
United States of America included in the Collateral have been and
will be produced in compliance with the requirements of the Fair
Labor Standards Act, as amended.
(g) Intellectual Property. Annexes 4, 5, and 6,
---------------------
respectively, set forth under the name of such Securing Party a
complete and correct list of all material Copyrights, material
Patents and material Trademarks (in each case to the extent
encompassed within the definition of "Intellectual Property" in
Section 1(b) hereof) owned by such Securing Party on the date
hereof, and all registrations listed in Annexes 4, 5, and 6, are
properly issued and in full force and effect. Annex 7 sets forth
under the name of such Securing Party all licenses and other user
agreements pursuant to which such Securing Party has been granted
the right to use any Copyrights, Patents or Trademarks owned by
others and material to the business of such Securing Party (and, in
the case of Patents, used in connection with production at the
Mortgaged Facilities).
To such Securing Party's knowledge, (i) except as set
forth in Annex 4, 5 or 6, there is no violation by others of any
right of such Securing Party with respect to any material
Copyright, Patent or Trademark listed in Annexes 4, 5, and 6,
respectively, under the name of such Securing Party and (ii) such
Securing Party is not infringing in any material respect upon any
copyright, patent or trademark of any other Person by virtue of the
conduct of its business or, in the case of any such patent, use in
connection with production at any of such Securing Party's
facilities, as applicable; and no proceedings have been instituted
or are pending against such Securing Party or, to such Securing
Party's knowledge, threatened, and no claim against such Securing
Party has been received by such Securing Party, alleging any such
violation, except as may be set forth in Annex 7.
As of the date hereof, such Securing Party does not own
any Trademarks registered in the United States of America to which
the last sentence of the definition of Trademark Collateral
applies.
Section 3. Collateral. Subject to the Lien of the Senior
----------
Security Documents, as collateral security for the prompt payment in full
when due (whether at stated maturity, by acceleration or otherwise) of the
Junior Secured Obligations, each Securing Party hereby pledges and grants to
the Trustee, for the benefit of the Junior Secured Parties as hereinafter
provided, a security interest in all of such Securing Party's right, title
and interest in the following property, whether now owned by such Securing
Party or hereafter acquired and whether now existing or hereafter coming
into existence (all being collectively referred to herein as "Collateral"):
----------
Junior Security Agreement
-------------------------
- 8 -
(a) the shares of voting stock of the Issuers identified
in Annex 3 under the name of such Securing Party and all other
shares of capital stock of whatever class of the Issuers together
with all rights, privileges, authority and power of such Issuer
with respect to such shares, in each case together with the
certificates, instruments and agreements, if any, evidencing the
same (collectively, the "Pledged Stock"), together with:
-------------
(i) all shares, securities, moneys or property
representing a dividend on any of the Pledged Stock, or
representing a distribution or return of capital upon or
in respect of the Pledged Stock, or resulting from a
split-up, revision, reclassification or other like change
of the Pledged Stock or otherwise received in exchange
therefor, and any subscription warrants, rights,
agreements or options issued to the holders of, or
otherwise in respect of, the Pledged Stock; and
(ii) without affecting the obligations of such
Securing Party under any provision prohibiting such action
hereunder or under the Solutia Credit Agreement, in the
event of any consolidation or merger in which an Issuer is
not the surviving corporation, all shares of each class of
the capital stock of the successor corporation (unless
such successor corporation is such Securing Party itself)
formed by or resulting from such consolidation or merger
(the Pledged Stock, together with all other certificates,
shares, securities, properties or moneys as may from time
to time be pledged hereunder pursuant to this clause (ii)
and clause (i) above being herein collectively called the
"Stock Collateral");
----------------
provided that, notwithstanding the foregoing, the Stock Collateral
--------
of any Restricted Issuer shall be limited to 65% of the issued and
outstanding shares of voting stock of such Restricted Issuer (it
being understood that, in the case of Solutia Europe, shares of
treasury stock or stock of Solutia Europe held by Solutia Europe
shall not be deemed to be outstanding) and 100% of all other issued
and outstanding shares of capital stock of whatever class of such
Issuer;
(b) the Pledged Debt;
(c) all Accounts and all Intellectual Property;
(d) all instruments, chattel paper (whether tangible or
electronic) or letters of credit (each as defined in the Uniform
Commercial Code) of such Securing Party evidencing, representing,
arising from or existing in respect of, relating to, securing or
otherwise supporting the payment of, any of the Accounts, including
(but not limited to) promissory notes, drafts, bills of exchange
and trade acceptances (herein collectively called "Instruments");
-----------
(e) all Inventory;
(f) each contract and other agreement of such Securing
Party relating to the sale or other disposition of Inventory;
Junior Security Agreement
-------------------------
- 9 -
(g) all documents of title (as defined in the Uniform
Commercial Code) or other receipts of such Securing Party covering,
evidencing or representing Inventory (herein collectively called
"Documents");
---------
(h) all rights, claims and benefits of such Securing Party
against any Person arising out of, relating to or in connection
with Inventory purchased by such Securing Party, including any such
rights, claims or benefits against any Person storing or
transporting such Inventory;
(i) all Investment Property and Financial Assets contained
in the Collateral Account;
(j) the balance from time to time in the Collateral
Account;
(k) all proceeds, products, offspring, accessions, rents,
profits, income, benefits, substitutions and replacements of and to
any of the Collateral and, to the extent related to any Collateral,
all books, correspondence, credit files, records, invoices and
other papers, including without limitation all tapes, cards,
computer runs and other papers and documents owned by such Securing
Party or any computer bureau or service company from time to time
acting for such Securing Party; and
(l) notwithstanding any other limitation on the scope of
the Collateral hereunder, all Senior Collateral, excluding,
however, any Principal Property (as defined in the 2009 Notes
Indenture) securing the Lender Obligations to the extent that Liens
thereon are permitted by subpart (15) of the definition of
"Permitted Liens" in the 2009 Notes Indenture;
provided that the maximum aggregate principal amount of Lender Obligations
- --------
and Junior Secured Obligations (in each case to the extent constituting
"Debt" under the Existing Note Indentures) that shall be secured by any
Restricted Pledged Collateral and/or the "Principal Properties" (as defined
in the Existing Note Indentures) or any portion of the Principal Properties
owned or leased by the Company or any Restricted Subsidiary shall not at any
time exceed the Modified Senior Lien Limit then in effect, provided that so
long as the aggregate principal amount of the Junior Secured Obligations
exceeds the aggregate principal amount of the Junior Secured Obligations (to
the extent constituting such "Debt") secured by the Restricted Pledged
Collateral, the Principal Properties and/or any portion of the Principal
Properties, no payment on account of the Junior Secured Obligations (to the
extent constituting such "Debt") shall be deemed to be applied against or to
reduce the portion of the Junior Secured Obligations (to the extent
constituting such "Debt") secured by the Restricted Pledged Collateral, the
Principal Properties and/or any portion of the Principal Properties, but
shall instead be deemed to be applied against only such portion of the
Junior Secured Obligations (to the extent constituting such "Debt") in
excess of the amount of Lender Obligations that is secured by the Collateral
that is Restricted Pledged Collateral, the Principal Properties and/or any
portion of the Principal Properties. "Modified Senior Lien Limit" means, at
--------------------------
any time, an amount equal to the sum of (a) $1,000 plus (b) the positive
excess, if any, of the Senior Lien Limit then in effect over the aggregate
principal amount of Lender Obligations (to the extent constituting "Debt"
under the Existing Note Indentures) then outstanding.
Junior Security Agreement
-------------------------
- 10 -
The Securing Parties hereto contemplate that, in addition
to the separate pledge agreements in respect of the shares of capital stock
of Solutia Europe, Solutia Netherlands, Solutia Netherlands Holding B.V. and
Solutia UK Holdings Ltd., the pledge of shares of capital stock of those
Issuers which are not Domestic Subsidiaries which are pledged under the
Senior Security Documents (the "Foreign Issuers") may be supplemented by one
---------------
or more separate pledge agreements, executed and delivered by the relevant
Securing Parties in favor of the Trustee (each junior to the corresponding
pledge in favor of the Collateral Agent executed and delivered pursuant to
the Senior Security Documents), which pledge agreements will provide for the
pledge of shares in accordance with the applicable requirements of the laws
of the jurisdictions of organization of such Foreign Issuers; upon the
execution and delivery of any such pledge agreement, the provisions of such
pledge agreement shall supersede in their entirety the provisions of this
Agreement with respect to the shares of capital stock of such Foreign
Issuers pledged by such Securing Party hereunder.
Section 4. Cash Proceeds of Collateral.
---------------------------
4.01 Junior Collateral Account. The Trustee will cause to be
-------------------------
established at a banking institution to be selected by the Trustee one or
more cash collateral accounts (collectively, the "Junior Collateral
-----------------
Account"), which
- -------
(i) to the extent of all Investment Property or Financial
Assets (other than cash) shall be a "securities account" (as
defined in Section 8-501 of the Uniform Commercial Code) in respect
of which the Trustee shall be the "entitlement holder" (as defined
in Section 8-102(a)(7) of the Uniform Commercial Code) and
(ii) to the extent of any cash, shall be a deposit account
in respect of which the Trustee is the customer (as contemplated by
Section 9-104(a)(3) of the Uniform Commercial Code) and
into which, at any time after the Senior Payment Date, there shall be
deposited from time to time the cash proceeds of any of the Collateral
(including proceeds of insurance thereon) that the Trustee requests pursuant
to Section 4.02 be delivered hereunder and into which a Securing Party may
from time to time deposit any additional amounts that any of them wishes to
pledge to the Trustee for the benefit of the Junior Secured Parties as
additional collateral security hereunder. The balance from time to time in
the Junior Collateral Account shall constitute part of the Collateral
hereunder and shall not constitute payment of the Junior Secured Obligations
until applied as hereinafter provided. If at any time following request by
the Trustee pursuant to Section 4.02 no Event of Default shall be
continuing, the Trustee shall remit the collected balance standing to the
credit of the Junior Collateral Account to or upon the order of the
respective Securing Party as such Securing Party through the Company shall
from time to time instruct, provided that at any time during the continuance
--------
of an Event of Default, the Trustee may in its discretion apply or cause to
be applied (subject to collection) the balance from time to time standing to
the credit of the Junior Collateral Account to the payment of any Junior
Secured Obligation then due and payable in the manner specified in Section
5.09. In addition, the Company may at any time request that the balance from
time to time standing to the credit of the Junior Collateral Account be
applied to the payment of any Junior Secured Obligations then due and
payable in the manner specified in Section 5.09. The balance from time to
time in the Junior Collateral Account shall be subject to withdrawal only as
provided herein.
Junior Security Agreement
-------------------------
- 11 -
4.02 Proceeds of Accounts and Pledged Debt. If requested
-------------------------------------
by the Trustee at any time after the Senior Payment Date and after the
occurrence and during the continuance of an Event of Default, each Securing
Party shall instruct (i) all account debtors and other Persons obligated in
respect of all Accounts of such Securing Party to make all payments in
respect of the Accounts of such Securing Party either (a) directly to the
Trustee (by instructing that such payments be remitted to a post office box
which shall be in the name and under the control of the Trustee) or (b) to
one or more other banks in the United States of America (by instructing that
such payments be remitted to a post office box which shall be in the name
and under the control of the Trustee) under arrangements, in form and
substance reasonably satisfactory to the Trustee, pursuant to which such
Securing Party shall have irrevocably instructed such other bank (and such
other bank shall have agreed) to remit all proceeds of such payments
directly to the Trustee for deposit into the Junior Collateral Account and
(ii) all Domestic Subsidiaries obligated in respect of all Pledged Debt to
make all payments in respect of the Pledged Debt directly to the Trustee.
All payments made to the Trustee, as provided in the preceding sentence,
shall be immediately deposited by the Trustee in the Junior Collateral
Account. In addition to the foregoing, each Securing Party agrees that, at
any time after the Senior Payment Date and after the occurrence and during
the continuance of an Event of Default, if the proceeds of any Collateral
hereunder (including the payments made in respect of Accounts and Pledged
Debt) shall be received by it, such Securing Party shall, upon the request
of the Trustee, as promptly as possible deposit such proceeds into the
Junior Collateral Account. Until so deposited, all such proceeds shall be
held in trust by such Securing Party for and as the property of the Trustee
and shall not be commingled with any other funds or property of such
Securing Party.
4.03 Investment of Balance in Junior Collateral Account.
--------------------------------------------------
The cash balance standing to the credit of the Junior Collateral Account
shall be invested from time to time in such Permitted Investments as the
respective Securing Party through the Company (or, after the occurrence and
during the continuance of a Default, the Trustee) shall determine, which
Permitted Investments shall be held in the name and be under the control of
the Trustee (and, if the Junior Collateral Account is a securities account,
credited to the Trustee), provided that at any time after the occurrence and
--------
during the continuance of an Event of Default on or after the Senior Payment
Date, the Trustee may in its discretion at any time and from time to time
elect to liquidate any such Permitted Investments and to apply or cause to
be applied the proceeds thereof to the payment of the Junior Secured
Obligations then due and payable in the manner specified in Section 5.09.
4.04 Senior Collateral Account. Prior to the Senior
-------------------------
Payment Date, the Collateral Agent (on behalf of itself and each other
Senior Agent) agrees that the balance from time to time standing to the
credit of the Senior Collateral Account shall be held (subject to Section
6.06 hereof) by the applicable Senior Agent for the benefit, on a junior
lien basis, of the Trustee and the 2009 Noteholders, provided that (i) prior
--------
to the Senior Payment Date, the Trustee shall not have any right to give any
instructions or consents with respect to actions of any Senior Agent
relating to the Senior Collateral Account and (ii) at any time after the
Senior Payment Date, each Senior Agent may in its discretion (and shall, if
requested by the Trustee, except as otherwise required by applicable law)
remit the balance then standing to the credit of the Senior Collateral
Account to the Trustee for deposit into the Junior Collateral Account.
Junior Security Agreement
-------------------------
- 12 -
Section 5. Further Assurances; Remedies. In furtherance of
----------------------------
the grant of the pledge and security interest pursuant to Section 3, the
Securing Parties hereby jointly and severally agree with each Junior Secured
Party as follows:
5.01 Delivery and Other Perfection. Each Securing Party shall:
-----------------------------
(a) if any of the shares, securities, moneys or property
required to be pledged by such Securing Party under clauses (a)(i)
or (a)(ii) of Section 3 are received by such Securing Party
forthwith, either (x) transfer and deliver to the Applicable
Secured Party such shares or securities so received by such
Securing Party (together with the certificates for any such shares
and securities duly endorsed in blank or accompanied by undated
stock powers duly executed in blank), all of which thereafter shall
be held by the Applicable Secured Party, pursuant to the terms of
the Senior Security Documents or this Agreement (as applicable), as
part of the Senior Collateral (at any time prior to the Senior
Payment Date) or the Collateral (at any time after the Senior
Payment Date) or (y) take such other action as the Collateral Agent
pursuant to the Senior Security Documents (at all times prior to
the Senior Payment Date) or the Trustee (at any time on or after
the Senior Payment Date) shall deem reasonably necessary or
appropriate to duly record the Lien created hereunder in such
shares, securities, moneys or property in said clauses (a)(i) and
(a)(ii);
(b) deliver and pledge to the Applicable Secured Party any
and all Instruments constituting part of the Collateral in which
such Securing Party purports to grant a security interest
hereunder, endorsed and/or accompanied by such instruments of
assignment and transfer in such form and substance as the
Collateral Agent pursuant to the Senior Security Documents (at all
times prior to the Senior Payment Date) or the Trustee (at any time
on or after the Senior Payment Date) may request; provided, that so
--------
long as no Event of Default shall have occurred and be continuing,
such Securing Party may retain for collection in the ordinary
course any Instruments received by such Securing Party in the
ordinary course of its business and the Applicable Secured Party
shall, promptly upon request of such Securing Party through the
Company, make appropriate arrangements for making any Instrument
pledged by such Securing Party available to such Securing Party for
purposes of presentation, collection or renewal (any such
arrangement to be effected, to the extent deemed appropriate by the
Collateral Agent pursuant to the Senior Security Documents (at all
times prior to the Senior Payment Date) or the Trustee (at any time
on or after the Senior Payment Date), against trust receipt or like
document);
(c) deliver and pledge to the Applicable Secured Party any
and all promissory notes or other instruments evidencing any of the
Pledged Debt, endorsed and/or accompanied by such instruments of
assignment and transfer in such form and substance as the
Collateral Agent pursuant to the Senior Security Documents (at all
times prior to the Senior Payment Date) or the Trustee (at any time
on or after the Senior Payment Date) may request;
(d) give, execute, deliver, file, register and record,
authorize or obtain all such financing statements, notices,
instruments, documents, agreements or other papers, and take such
other action, as may be necessary or desirable (in the reasonable
judgment of the Collateral Agent pursuant to the Senior Security
Documents (at all times prior to the
Junior Security Agreement
-------------------------
- 13 -
Senior Payment Date) or the Trustee (at any time on or after
the Senior Payment Date)) to create, preserve, publish notice of,
perfect, validate or preserve the priority of the security
interest granted pursuant hereto or to enable the Applicable
Secured Party to exercise and enforce its rights hereunder with
respect to such pledge and security interest, including causing
any or all of the Stock Collateral to be transferred of record
into the name of the Applicable Secured Party or its nominee (and
the Trustee agrees that if any Stock Collateral is transferred
into its name or the name of its nominee, the Trustee will
thereafter promptly give to the respective Securing Party copies
of any notices and communications received by it with respect to
the Stock Collateral pledged by such Securing Party hereunder),
provided that notices to account debtors in respect of any
--------
Accounts or Instruments shall be subject to the provisions of
clause (h) below;
(e) keep accurate books and records relating to the
Collateral, and stamp or otherwise mark such books and records in
such manner as the Collateral Agent pursuant to the Senior Security
Documents (at all times prior to the Senior Payment Date) or the
Trustee (at any time on or after the Senior Payment Date) may
reasonably require in order to reflect the security interests
granted by this Agreement;
(f) permit representatives of the Collateral Agent
pursuant to the Senior Security Documents (at all times prior to
the Senior Payment Date) and the Trustee (at any time on or after
the Senior Payment Date), upon reasonable notice, at any time
during normal business hours to inspect and make abstracts from its
books and records pertaining to the Collateral, and, during the
continuance of an Event of Default, permit representatives of the
Collateral Agent pursuant to the Senior Security Documents (at all
times prior to the Senior Payment Date) and the Trustee (at any
time on or after the Senior Payment Date) to be present at such
Securing Party's place of business to receive copies of all
communications and remittances relating to the Collateral, and
forward copies of any notices or communications received by such
Securing Party with respect to the Collateral, all in such manner
as the Collateral Agent pursuant to the Senior Security Documents
(at all times prior to the Senior Payment Date) and the Trustee (at
any time on or after the Senior Payment Date) may reasonably
require;
(g) execute and deliver and, subject to the execution
thereof by the Trustee, cause to be filed, such continuation
statements, and do such other acts and things, as may be necessary
to maintain the perfection of the security interest granted
pursuant hereto; and
(h) without limiting the provisions of Section 4.02
hereof, upon the occurrence and during the continuance of any
Default, upon request of the Collateral Agent pursuant to the
Senior Security Documents (at all times prior to the Senior Payment
Date) or the Trustee (at any time on or after the Senior Payment
Date), promptly notify (and such Securing Party hereby authorizes
the Trustee so to notify) each account debtor in respect of any
Accounts or Instruments that such Collateral has been assigned to
the Trustee hereunder, and that any payments due or to become due
in respect of such Collateral are to be made directly to the
Trustee.
5.02 Senior Collateral. Prior to the Senior Payment Date,
-----------------
the Collateral Agent (on behalf of itself and each other Senior Agent)
agrees that all items of Senior Collateral (or instruments or certificates
evidencing the same) it holds in its possession pursuant to Section 5(a) of
the Senior Security Agreement or Section 4 of the Senior Pledge Agreement
shall be held
Junior Security Agreement
-------------------------
- 14 -
(subject to Section 6.06 hereof) by the applicable Senior Agent for the
benefit, on a junior lien basis, of the Trustee and the 2009 Noteholders,
provided that (i) prior to the Senior Payment Date, the Trustee shall not
- --------
have any right to give any instructions or consents with respect to actions
of any Senior Agent relating to such Senior Collateral (or instruments or
certificates evidencing the same) and (ii) at any time after the Senior
Payment Date, each Senior Agent may in its discretion (and shall, if
requested by the Trustee, except as otherwise required by applicable law)
remit all items of Senior Collateral to the Trustee.
5.03 Preservation of Rights. The Trustee shall not be
----------------------
required to take steps necessary to preserve any rights against prior
parties to any of the Collateral.
5.04 Special Provisions Relating to certain Collateral.
-------------------------------------------------
(a) Stock Collateral.
----------------
(1) Percentage Pledged. The Securing Parties will cause
------------------
the Stock Collateral to constitute at all times (i) in the case of
the Issuers other than Restricted Issuers, 100% of all the total
number of shares of capital stock of each such Issuer then issued
and outstanding and (ii) in the case of the Restricted Issuers, 65%
of the total number of shares of the voting stock of the Restricted
Issuers (it being understood that, in the case of Solutia Europe,
shares of treasury stock or stock of Solutia Europe held by Solutia
Europe shall not be deemed to be outstanding) and 100% of the total
number of shares of all other classes of capital stock of each
Restricted Issuer then issued and outstanding.
(2) Voting and Other Rights. So long as no Event of
-----------------------
Default shall have occurred and be continuing, the Securing Parties
shall have the right to exercise all voting, consensual and other
powers of ownership pertaining to the Stock Collateral for all
purposes not inconsistent with the terms of this Agreement, the
Solutia Credit Agreement or any other instrument or agreement
referred to herein or therein, provided that the Securing Parties
--------
jointly and severally agree that they will not vote the Stock
Collateral in any manner that results in a violation of the terms
of this Agreement, the Solutia Credit Agreement or any such other
instrument or agreement and (i) prior to the Senior Payment Date,
the Collateral Agent shall, subject to Section 6.13 hereof and (ii)
on and after the Senior Payment Date, the Trustee shall execute and
deliver to the Securing Parties or cause to be executed and
delivered to the Securing Parties all such proxies, powers of
attorney, dividend and other orders, and all such instruments,
without recourse, as the Securing Parties may reasonably request
for the purpose of enabling the Securing Parties to exercise the
rights and powers that they are entitled to exercise pursuant to
this Section 5.04(a)(2).
(3) Dividends. Unless and until an Event of Default has
---------
occurred and is continuing, the Securing Parties shall be entitled
to receive and retain any dividends on the Stock Collateral paid in
cash out of earned surplus.
(4) Rights Following Default. If any Event of Default
------------------------
shall have occurred, then so long as such Event of Default shall
continue, and whether or not the Trustee or any other Junior
Secured Party exercises any available right to declare any Junior
Secured Obligation due and payable or seeks or pursues any other
relief or remedy available to it under applicable law or under or
in respect of this Agreement or the 2009 Notes
Junior Security Agreement
-------------------------
- 15 -
Indenture, all dividends and other distributions on the Stock
Collateral shall be paid directly to the Applicable Secured Party
and retained by it in the applicable Collateral Account as part of
the Stock Collateral, subject to the terms of this Agreement, and,
if the Collateral Agent pursuant to the Senior Security Documents
(at all times prior to the Senior Payment Date) or the Trustee (at
any time on or after the Senior Payment Date) shall so request in
writing, the Securing Parties jointly and severally agree to
execute and deliver to the Applicable Secured Party appropriate
additional dividend, distribution and other orders and documents
to that end, provided that if such Event of Default is cured, any
--------
such dividend or distribution theretofore paid to the Trustee
shall, upon request of the Securing Parties (except to the extent
theretofore applied to the Junior Secured Obligations), be
returned by the Trustee to the Securing Parties.
(b) Intellectual Property.
---------------------
(1) For the purpose of enabling the Trustee to exercise
rights and remedies under Section 5.05 at such time as the Trustee
shall be lawfully entitled to exercise such rights and remedies,
and for no other purpose, each Securing Party hereby grants to the
Trustee, to the extent assignable, an irrevocable, non-exclusive
right (exercisable without payment of royalty or other compensation
to such Securing Party) to use, assign, license or sublicense any
of the Intellectual Property now owned or hereafter acquired by
such Securing Party, wherever the same may be located, including in
such right reasonable access to all media in which any of the
Intellectual Property may be recorded or stored and to all computer
programs used for the compilation or printout thereof.
(2) Notwithstanding anything contained herein to the
contrary, the Securing Parties will be permitted to exploit, use,
enjoy, protect, license, sublicense, assign, sell, dispose of or
take other actions with respect to the Intellectual Property in the
ordinary course of the business of the Securing Parties. In
furtherance of the foregoing, unless an Event of Default shall have
occurred and be continuing the Trustee shall from time to time,
upon the request of the respective Securing Party, execute and
deliver any instruments, certificates or other documents, in the
form so requested, that such Securing Party through the Company
shall have certified are appropriate (in its judgment) to allow it
to take any action permitted above (including relinquishment of the
right provided pursuant to clause (1) immediately above as to any
specific Intellectual Property). Further, upon the payment in full
of all of the Junior Secured Obligations or earlier expiration of
this Agreement or release of the Collateral, the Trustee shall
grant back to the Securing Parties the right granted pursuant to
clause (1) immediately above. The exercise of rights and remedies
under Section 5.05 by the Trustee shall not terminate the rights of
the holders of any licenses or sublicenses theretofore granted by
the Securing Parties in accordance with the first sentence of this
clause (2).
(3) At all times prior to the Senior Payment Date, the
Securing Parties shall furnish to the Trustee copies of any
statements and schedules delivered pursuant to Section 5(h)(i) of
the Senior Security Agreement to the Collateral Agent, and, upon
any modification of the Senior Security Agreement to supplement
Schedule II of the Senior Security Documents, will similarly
supplement Annexes 4, 5 and 6 hereto. At all times on and after the
Senior Payment Date, the Securing Parties will furnish to the
Trustee from time to time (but, unless a Default (as defined in the
2009 Notes Indenture) shall have occurred and be continuing, no
more frequently than semi-annually) statements and
Junior Security Agreement
-------------------------
- 16 -
schedules further identifying and describing the Copyright
Collateral, the Patent Collateral and the Trademark Collateral,
respectively, and such other reports in connection with the
Copyright Collateral, the Patent Collateral and the Trademark
Collateral as the Trustee may reasonably request, all in
reasonable detail; and promptly upon request of the Trustee,
following receipt by the Trustee of any statements, schedules or
reports pursuant to this clause (3), modify this Agreement by
amending Annexes 4, 5 and/or 6, as the case may be, to include any
Copyright, Patent or Trademark that becomes part of the Collateral
under this Agreement.
5.05 Events of Default, Etc. During the period during which
----------------------
an Event of Default shall have occurred and be continuing, but subject in
each case to the applicable provisions of the Junior Intercreditor
Agreement:
(a) each Securing Party shall, at the request of the
Trustee, assemble the Collateral owned by it at such place or
places, reasonably convenient to both the Trustee and such Securing
Party, designated in the Trustee's request;
(b) the Trustee may make any reasonable compromise or
settlement deemed desirable with respect to any of the Collateral
and may extend the time of payment, arrange for payment in
installments, or otherwise modify the terms of, any of the
Collateral;
(c) the Trustee shall have all of the rights and remedies
with respect to the Collateral of a secured party under the Uniform
Commercial Code (whether or not the Uniform Commercial Code is in
effect in the jurisdiction where the rights and remedies are
asserted) and such additional rights and remedies to which a
secured party is entitled under the laws in effect in any
jurisdiction where any rights and remedies hereunder may be
asserted, including the right, to the fullest extent permitted by
applicable law, to exercise all voting, consensual and other powers
of ownership pertaining to the Collateral as if the Trustee were
the sole and absolute owner thereof (and each Securing Party agrees
to take all such action as may be appropriate to give effect to
such right);
(d) the Trustee in its discretion may, in its name or in
the name of any Securing Party or otherwise, demand, sue for,
collect or receive any money or property at any time payable or
receivable on account of or in exchange for any of the Collateral,
but shall be under no obligation to do so; and
(e) the Trustee may, upon ten Business Days' prior written
notice to the Securing Parties of the time and place, with respect
to the Collateral or any part thereof which shall then be or shall
thereafter come into the possession, custody or control of the
Trustee, the other Junior Secured Parties or any of their
respective agents, sell, lease, assign or otherwise dispose of all
or any part of such Collateral, at such place or places as the
Trustee deems best, and for cash or for credit or for future
delivery (without thereby assuming any credit risk), at public or
private sale, without demand of performance or notice of intention
to effect any such disposition or of the time or place thereof
(except such notice as is required above or by applicable statute
and cannot be waived), and the Trustee or any other Junior Secured
Party or anyone else may be the purchaser, lessee, assignee or
recipient of any or all of the Collateral so disposed of at any
public sale (or, to the extent permitted by law, at any private
sale) and thereafter, to the fullest extent
Junior Security Agreement
-------------------------
- 17 -
permitted by law, hold the same absolutely, free from any
claim or right of whatsoever kind, including any right or equity
of redemption (statutory or otherwise), of the Securing Parties,
any such demand, notice and right or equity being hereby expressly
waived and released, to the fullest extent permitted by law. In
the event of any sale, assignment, or other disposition of any of
the Trademark Collateral, the goodwill connected with and
symbolized by the Trademark Collateral subject to such disposition
shall be included, and the Securing Parties shall supply to the
Trustee or its designee, for inclusion in such sale, assignment or
other disposition, all Intellectual Property relating to such
Trademark Collateral. The Trustee may, without notice or
publication, adjourn any public or private sale or cause the same
to be adjourned from time to time by announcement at the time and
place fixed for the sale, and such sale may be made at any time or
place to which the sale may be so adjourned.
The proceeds of each collection, sale or other disposition under this
Section 5.05 shall be applied in accordance with Section 5.09.
The Securing Parties recognize that, by reason of certain
prohibitions contained in the Securities Act of 1933, as amended, and
applicable state securities laws, the Trustee may be compelled, with respect
to any sale of all or any part of the Collateral, to limit purchasers to
those who will agree, among other things, to acquire the Collateral for
their own account, for investment and not with a view to the distribution or
resale thereof. The Securing Parties acknowledge that any such private sales
may be at prices and on terms less favorable to the Trustee than those
obtainable through a public sale without such restrictions, and,
notwithstanding such circumstances, agree that any such private sale shall
be deemed to have been made in a commercially reasonable manner and that the
Trustee shall have no obligation to engage in public sales and no obligation
to delay the sale of any Collateral for the period of time necessary to
permit the Company or issuer thereof to register it for public sale.
5.06 Deficiency. If the proceeds of sale, collection or
----------
other realization of or upon the Collateral pursuant to Section 5.05 are
insufficient to cover the costs and expenses of such realization and the
payment in full of the Junior Secured Obligations, the Securing Parties
shall remain liable for any deficiency.
5.07 Locations; Names. Without at least 30 days' prior
----------------
written notice to the Trustee, no Securing Party shall change its "location"
(as defined in Section 9-307 of the Uniform Commercial Code) or change its
name from the name shown as its current legal name on Annex 1.
5.08 Private Sale. The Trustee and the Junior Secured
------------
Parties shall incur no liability as a result of the sale of the Collateral,
or any part thereof, at any private sale pursuant to Section 5.05 conducted
in a commercially reasonable manner. Each Securing Party hereby waives any
claims against the Trustee or any other Junior Secured Party arising by
reason of the fact that the price at which the Collateral may have been sold
at such a private sale was less than the price which might have been
obtained at a public sale or was less than the aggregate amount of the
Junior Secured Obligations, even if the Trustee accepts the first offer
received and does not offer the Collateral to more than one offeree.
5.09 Application of Proceeds. Except as otherwise herein
-----------------------
expressly provided, the proceeds of any collection, sale or other
realization of all or any part of the Collateral pursuant
Junior Security Agreement
-------------------------
- 18 -
hereto, and any other cash at the time held by the Trustee under this
Section 5, shall be applied by the Trustee:
First, to the payment of the costs and expenses of such
-----
collection, sale or other realization, including reasonable
out-of-pocket costs and expenses of the Trustee and the fees and
expenses of its agents and counsel, and all expenses incurred and
advances made by the Trustee in connection therewith;
Second, to the payment in full of the Junior Secured
------
Obligations in such manner of application as required under the
2009 Notes Indenture; and
Finally, to the payment to the respective Securing
-------
Parties, or their respective successors or assigns, or as a court
of competent jurisdiction may direct, of any surplus then
remaining.
5.10 Attorney-in-Fact. Without limiting any rights or
----------------
powers granted by this Agreement to the Trustee while no Event of Default
has occurred and is continuing, upon the occurrence and during the
continuance of any Event of Default the Trustee is hereby appointed, subject
to the rights of the applicable Senior Agent under the Senior Security
Documents, the attorney-in-fact of each Securing Party for the purpose of
carrying out the provisions of this Section 5 and taking any action and
executing any instruments which the Trustee may reasonably deem necessary or
advisable to accomplish the purposes hereof, which appointment as
attorney-in-fact is irrevocable and coupled with an interest. Without
limiting the generality of the foregoing, so long as the Trustee shall be
entitled under this Section 5 to make collections in respect of the
Collateral, the Trustee shall have the right and power to receive, endorse
and collect all checks made payable to the order of any Securing Party
representing any dividend, payment or other distribution in respect of the
Collateral or any part thereof and to give full discharge for the same.
5.11 Perfection. Prior to or concurrently with the
----------
execution and delivery of this Agreement, each Securing Party shall (i) file
such financing statements and other documents in such offices as the Trustee
may reasonably request to perfect the security interests granted by Section
3 of this Agreement, (ii) deliver to the Applicable Secured Party all
certificates evidencing any of the Pledged Stock, accompanied by undated
stock powers duly executed in blank, and, to the extent required by Section
3(b), all promissory notes and other instruments evidencing any Pledged Debt
identified in Annex 8 and (iii) execute and deliver such short form
assignments or security agreements relating to Collateral consisting of the
Intellectual Property as the Collateral Agent pursuant to the Senior
Security Documents (at all times prior to the Senior Payment Date) or the
Trustee (at any time on or after the Senior Payment Date) may reasonably
request. Without limiting the foregoing, each Securing Party consents that
Uniform Commercial Code financing statements may be filed describing the
Collateral as set forth in Section 3.
5.12 Termination.
-----------
(a) When all Junior Secured Obligations shall have been
paid in full, this Agreement shall terminate, and the Trustee shall
forthwith cause to be assigned, transferred and delivered, against
receipt but without any recourse, warranty or
Junior Security Agreement
-------------------------
- 19 -
representation whatsoever, any remaining Collateral and money
received in respect thereof, to or on the order of the respective
Securing Party.
(b) This Agreement may be terminated by the Company and
the Trustee upon a new senior credit facility being entered into by
the Company which is a "Credit Facility" under and as defined in
the 2009 Notes Indenture, but is not the Solutia Credit Agreement
(as defined hereunder), provided that substantially
contemporaneously therewith a replacement of this Agreement and the
Junior Intercreditor Agreement are entered into on substantially
the same terms hereof and thereof, which new agreements shall
reflect the new parties thereto (and shall be on terms not any less
favorable to the Trustee and the 2009 Noteholders than the terms
hereof and thereof); provided, that the Trustee shall be entitled
to receive (a) written instructions directing it to terminate this
Agreement and (b) such other documents as it may reasonably request
or require evidencing that the terms of such new agreements are not
any less favorable to the Trustee and the 2009 Noteholders than the
terms hereof and thereof; provided further that nothing herein
shall require the Collateral Agent to deliver any such instructions
or directions.
The Trustee shall, at the expense of the Company, also execute and deliver
to the respective Securing Party upon such termination such Uniform
Commercial Code termination statements and such other documentation as shall
be reasonably requested by the respective Securing Party to effect the
termination and release of the Liens on the Collateral.
5.13 Further Assurances. Each Securing Party agrees that,
------------------
from time to time upon the written request of the Trustee, such Securing
Party will execute and deliver such further documents and do such other acts
and things as the Collateral Agent may reasonably request in order fully to
effect the purposes of this Agreement.
Section 6. Miscellaneous.
-------------
6.01 Notices. All notices, requests, consents and demands
-------
hereunder shall be in writing and telecopied or delivered to the respective
parties hereto pursuant to Section 6.01 of the Junior Intercreditor
Agreement. All such communications shall be deemed to have been given at the
times specified in said Section 6.01.
6.02 No Waiver. No failure on the part of the Trustee or
---------
any other Junior Secured Party to exercise, and no course of dealing with
respect to, and no delay in exercising, any right, power or remedy hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise
by the Trustee or any other Junior Secured Party of any right, power or
remedy hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. The remedies herein are
cumulative and are not exclusive of any remedies provided by law.
6.03 Amendments, Etc. The terms of this Agreement may be
---------------
waived, altered or amended only by an instrument in writing duly executed by
each Securing Party and the Trustee in accordance with the provisions of
Section 6.03 of the Junior Intercreditor Agreement (or as otherwise provided
in said Section 6.03), provided that no such amendment shall alter or impose
--------
any obligations upon, or affect any of the rights of, the Senior Agents
hereunder without the consent of the Collateral Agent. Any such amendment or
waiver shall be binding upon the
Junior Security Agreement
-------------------------
- 20 -
Trustee, the Collateral Agent (to the extent it has consented thereto), each
other Junior Secured Party and each Securing Party.
6.04 Expenses. The Securing Parties jointly and severally
--------
agree to reimburse each of the Trustee and the 2009 Noteholders for all
reasonable costs and expenses of the Trustee and the other Junior Secured
Parties (including the reasonable fees and expenses of legal counsel) in
connection with (i) any Default and any enforcement or collection proceeding
resulting therefrom, including all manner of participation in or other
involvement with (w) performance by the Trustee of any obligations of the
Securing Parties in respect of the Collateral that the Securing Parties have
failed or refused to perform, (x) bankruptcy, insolvency, receivership,
foreclosure, winding up or liquidation proceedings, or any actual or
attempted sale, or any exchange, enforcement, collection, compromise or
settlement in respect of any of the Collateral, and for the care of the
Collateral and defending or asserting rights and claims of the Trustee in
respect thereof, by litigation or otherwise, including expenses of
insurance, (y) judicial or regulatory proceedings and (z) workout,
restructuring or other negotiations or proceedings (whether or not the
workout, restructuring or transaction contemplated thereby is consummated)
and (ii) the enforcement of this Section 6.04, and all such costs and
expenses shall be Junior Secured Obligations entitled to the benefits of the
collateral security provided pursuant to Section 3.
6.05 Successors and Assigns. This Agreement shall be
----------------------
binding upon and inure to the benefit of the respective successors and
assigns of each Securing Party, the Collateral Agent, the Trustee, each
Junior Secured Party and each holder of any of the Junior Secured
Obligations (provided that no Securing Party shall assign or transfer its
--------
rights or obligations hereunder without the prior written consent of the
Trustee).
6.06 No Duty on the Part of the Senior Agents. Anything
----------------------------------------
herein to the contrary notwithstanding, the Senior Agents shall not have any
duty to the Trustee or any other Junior Secured Party hereunder, other than,
in the case of the Collateral Agent, (i) to hold (or to cause the other
Senior Agents to hold) the balance from time to time standing to the credit
of the Senior Collateral Account as provided in Section 4.04 and (ii) to
hold as bailee the shares, securities, moneys, property, instruments,
promissory notes and other items of possessory Collateral on behalf of the
Trustee and the other Junior Secured Parties as provided in Section 5.02.
Nothing herein shall be deemed to require that the Collateral Agent first
obtain the consent of the Trustee or any other Junior Secured Party to
release or terminate any Lien covering the Senior Collateral.
6.07 Counterparts. This Agreement 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 Agreement
by signing any such counterpart.
6.08 Governing Law. This Agreement shall be governed by,
-------------
and construed in accordance with, the law of the State of New York.
6.09 Captions. The captions and section headings appearing
--------
herein are included solely for convenience of reference and are not intended
to affect the interpretation of any provision of this Agreement.
Junior Security Agreement
-------------------------
- 21 -
6.10 Agents and Attorneys-in-Fact. The Trustee may employ
----------------------------
agents and attorneys-in-fact in connection herewith and shall not be
responsible for the negligence or willful misconduct of any such agents or
attorneys-in-fact selected by it with due care.
6.11 Severability. If any provision hereof is invalid and
------------
unenforceable in any jurisdiction, then, to the fullest extent permitted by
law, (a) the other provisions hereof shall remain in full force and effect
in such jurisdiction and (b) the invalidity or unenforceability of any
provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.
6.12 Additional Subsidiary Guarantors. Any new Domestic
--------------------------------
Subsidiary of the Company formed or acquired by the Company after the date
hereof which becomes a Subsidiary Guarantor under the 2009 Notes Indenture
and grants Liens on any Senior Collateral, shall become a "Securing Party"
under this Agreement, by executing and delivering to the Collateral Agent
and the Trustee a Guarantee Assumption Agreement in the form of Exhibit A to
---------
the Junior Intercreditor Agreement. Accordingly, upon the execution and
delivery of any such Guarantee Assumption Agreement by any such new Domestic
Subsidiary, such new Domestic Subsidiary shall automatically and
immediately, and without any further action on the part of any Person,
become a "Securing Party" for all purposes of this Agreement.
6.13 No Effect on Senior Security Documents. Nothing
--------------------------------------
contained in this Agreement shall affect any of the terms or provisions of,
the rights or obligations of any Senior Secured Party contained in, or the
obligations of the Securing Parties to comply with, the Solutia Credit
Agreement, any Senior Security Document or any other document or agreement
executed by a Securing Party in favor of the Senior Secured Parties in
connection therewith.
6.14 Novation. The parties agree that Ableco Finance LLC
--------
shall hereby become the "Collateral Agent" hereunder (with all the rights
and obligations thereof) and that henceforth the Existing Collateral Agent
shall cease to be a party hereto and shall have no further rights or
obligations hereunder. Subject to such agreement, the Existing Collateral
Agent consents to the terms hereof.
Junior Security Agreement
-------------------------
IN WITNESS WHEREOF, the parties hereto have caused this
Amended, Restated and Novated Junior Security Agreement to be duly executed
and delivered as of the day and year first above written.
SOLUTIA INC.
By: /s/ Kevin Wilson
------------------------------------
Name: C. Kevin Wilson
Title: Vice President and Treasurer
Solutia Inc.
SOLUTIA BUSINESS ENTERPRISES, INC.
By: /s/ Kevin Wilson
------------------------------------
Name: C. Kevin Wilson
Title: President
SUBSIDIARY GUARANTORS
---------------------
CPFILMS INC.
By: /s/ Kevin Wilson
------------------------------------
Name: C. Kevin Wilson
Title: Vice President
MONCHEM, INC.
By: /s/ Kevin Wilson
------------------------------------
Name: C. Kevin Wilson
Title: President
Monchem, Inc.
MONCHEM INTERNATIONAL, INC.
By: /s/ Kevin Wilson
------------------------------------
Name: C. Kevin Wilson
Title: President
Monchem International, Inc.
Signature Page to
Junior Security Agreement
- 2 -
SOLUTIA SYSTEMS, INC.
By: /s/ Kevin Wilson
------------------------------------
Name: C. Kevin Wilson
Title: President
Solutia Systems, Inc.
SOLUTIA INVESTMENTS, LLC
By: /s/ Kevin Wilson
------------------------------------
Name: C. Kevin Wilson
Title: President
COLLATERAL AGENT
----------------
ABLECO FINANCE LLC, as Collateral Agent
By: /s/ Kevin Genda
------------------------------------
Name: Kevin Genda
Title: Senior Vice President
TRUSTEE
-------
HSBC BANK USA, as Trustee
By: /s/ Harriet Drandoff
------------------------------------
Name: Harriet Drandoff
Title: Vice President
The undersigned is executing this Agreement
solely for purposes of Section 6.14 hereof:
CITIBANK, N.A., as Existing Collateral Agent
By: /s/ James N. Simpson
-----------------------------------------
Name: James N. Simpson
Title: Vice President
Citibank, N.A.
Signature Page to
Junior Security Agreement