Exhibit 99.3
Execution copy
Dated 11 February 2004
SOLUTIA EUROPE SA/NV
FISCAL AGENCY AGREEMENT
(euro)200,000,000
10.00 percent Senior Secured Notes due 2008
Execution copy
TABLE OF CONTENTS
PAGE
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1 APPOINTMENT OF FISCAL AGENT AND PAYING AGENTS.......................1
2 AMOUNT; EXECUTION...................................................1
3 AUTHORIZED REPRESENTATIVES..........................................1
4 FORM OF THE NOTES AND EXCHANGE OF NOTES.............................2
5 RELIANCE ON INSTRUCTIONS............................................3
6 ISSUER'S REPRESENTATIONS AND WARRANTIES.............................3
7 PAYMENT OF NOTE PRINCIPAL AND INTEREST; INTEREST PAYMENT
DATES; RECORD DATES...............................................3
8 DUTIES OF THE PRINCIPAL PAYING AGENT AND FISCAL AGENT...............4
9 LIABILITY...........................................................5
10 INDEMNIFICATION BY ISSUER...........................................5
11 INDEMNIFICATION BY THE PAYING AGENTS................................5
12 COMPENSATION OF THE PAYING AGENTS...................................6
13 MEETING OF THE NOTEHOLDERS..........................................6
14 NOTICES.............................................................6
15 RESIGNATION OR REMOVAL OF AGENT OR A PAYING AGENT...................7
16 BENEFIT OF AGREEMENT................................................7
17 NOTES HELD BY A PAYING AGENT........................................7
18 COUNTERPARTS........................................................8
19 GOVERNING LAW.......................................................8
20 SUBMISSION TO NY JURISDICTION.......................................8
21 ENGLISH.............................................................8
22 SEVERABILITY........................................................8
23 MODIFICATION OF FISCAL AGENCY AGREEMENT.............................8
24 COLLATERAL AGENCY AGREEMENT AND CERTAIN OTHER DOCUMENTS.............9
25 CLEARING AGREEMENT..................................................9
26 PRIOR FISCAL AGENCY AGREEMENT.......................................9
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Execution copy
THIS AGREEMENT dated as of 11 February 2004 AMONG:
(1) SOLUTIA EUROPE SA/NV a societe anonyme/naamloze vennootschap
(limited liability company) organized under the laws of Belgium
(the "ISSUER");
(2) KREDIETBANK S.A. LUXEMBOURGEOISE acting through its office at
43 boulevard Royal, 2955 Luxembourg, as fiscal agent and paying agent
(Kredietbank S.A. Luxembourgeoise or any successor or additional
fiscal and paying agent appointed hereunder being called the
"FISCAL AGENT");
(3) KBC BANK NV acting through its registered office at Havenlaan 2,
1080 Brussels, Belgium, and registered in the Register of Legal
Persons under number 0462.920.226, as principal paying agent (KBC
Bank NV or any successors appointed hereunder being called the
"PRINCIPAL PAYING AGENT" or together with the Fiscal Agent, the
"PAYING AGENTS").
WHEREAS on 11 February 2000, the Issuer agreed to issue euro 200,000,000
6.25 percent Notes due 2005 (the "ORIGINAL NOTES") pursuant to a
subscription agreement dated 11 February 2000, and the Paying Agents,
subject to the terms and conditions set forth in a fiscal agency agreement
dated as of 11 February 2000 agreed to act as the fiscal agent, paying agent
and principal paying agent in respect of the Original Notes.
WHEREAS the Issuer has agreed to amend and restate the Original Notes as
euro 200,000,000 10.00 percent Notes due 2008 together with the Terms and
Conditions of Notes annexed thereto (the Terms and Conditions of Notes, as
amended, modified, supplemented or replaced from time to time, including all
exhibits and schedules thereto, the "TERMS AND CONDITIONS OF NOTES" and such
Notes, as amended, modified, supplemented or replaced from time to time,
including all exhibits and schedules thereto, the "NOTES") in accordance
with a meeting of the holders of the Original Notes held on 29 January 2004.
In connection therewith, the Issuer is entering into this Agreement and has
also entered into the Agreement of Understanding and Restructuring dated
30 January 2004 with the holders of the Notes party thereto.
WHEREAS the Paying Agents, subject to the terms and conditions set forth in
this Agreement, agree to act as the fiscal agent, paying agent and principal
paying agent in respect of the Notes. All terms not otherwise defined herein
shall have the meanings set forth in the Terms and Conditions of Notes
attached as Schedule 1 hereto.
NOW, THEREFORE, for due and valuable consideration, the sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:
1 APPOINTMENT OF FISCAL AGENT AND PAYING AGENTS
The Issuer hereby appoints the Fiscal Agent to act, on the terms
and conditions specified herein and in the Notes, as fiscal and
paying agent for the Notes, the Principal Paying Agent as principal
paying agent for the Notes and the Paying Agents as paying agents
for the Notes.
2 AMOUNT; EXECUTION
2.1 The aggregate principal amount of Notes which may be amended and
restated hereunder is euro 200,000,000.
2.2 Each of the Global Note and the Definitive Notes, if any, (each as
defined in Section 4 below), shall be executed by or on behalf of
the Issuer by the manual or facsimile signature of two directors
being Authorized Representatives (as defined in Section 3 hereof)
of the Issuer and authenticated manually by or on behalf of the
Principal Paying Agent.
3 AUTHORIZED REPRESENTATIVES
From time to time the Issuer will furnish the Principal Paying
Agent with a certificate of the Issuer certifying the incumbency
and specimen signatures of directors authorized to execute Notes on
behalf of
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the Issuer (each an "AUTHORIZED REPRESENTATIVE"). Until
the Principal Paying Agent receives a subsequent incumbency
certificate of the Issuer, the Principal Paying Agent shall be
entitled to rely on the last such certificate delivered to it for
purposes of determining the Authorized Representatives. The
Principal Paying Agent shall have no responsibility to the Issuer
to determine by whom or by what means a facsimile signature may
have been affixed on the Notes or the Coupons, if any, or to
determine whether any facsimile or manual signature is genuine, if
such facsimile or manual signature resembles the specimen
signatures filed with the Principal Paying Agent by a duly
authorized officer of the Issuer and the Principal Paying Agent
believes such facsimile or manual signature to be genuine. Any Note
or Coupon bearing the manual or facsimile signature of a person who
is an Authorized Representative on the date such signature is
affixed shall bind the Issuer after the completion thereof by the
Principal Paying Agent, notwithstanding that such persons shall
have ceased to hold office on the date such Note, with attached
Coupons, if applicable, is authenticated and delivered by the
Principal Paying Agent.
4 FORM OF THE NOTES AND EXCHANGE OF NOTES
With regard to the issuance of Notes:
4.1 THE PERMANENT GLOBAL NOTE: The Notes will initially be represented
by a permanent global note (the "PERMANENT GLOBAL NOTE" or the
"GLOBAL NOTE"), without coupons, substantially in the form of
Schedule 2 hereto. Immediately before amending the Original Notes,
the Issuer shall deliver to the Principal Paying Agent, and the
Principal Paying Agent shall authenticate, the duly executed
Permanent Global Note. The Principal Paying Agent shall then return
the Permanent Global Note to or to the order of the Issuer for
delivery to the National Bank of Belgium (the "BNB") or a
depositary for the BNB as operator of the X/N clearing system (the
"BNB SYSTEM") for credit to the account of the Principal Paying
Agent with the BNB System. The Principal Paying Agent will transfer
all interests in the Permanent Global Note to the BNB as operator
of the BNB System in exchange for the existing global note, which
shall then be cancelled and returned to the Issuer.
4.2 THE DEFINITIVE NOTES: The Global Note will become exchangeable in
whole, but not in part (free of charge to the holder), for Notes in
definitive form (the "DEFINITIVE NOTES") in the denominations of
euro 1,000, euro 10,000 and euro 100,000 if (i) the Euroclear
System ("EUROCLEAR"), Clearstream Banking, societe anonyme
("CLEARSTREAM, LUXEMBOURG") or the BNB System are closed for a
continuous period of 14 days (other than by reason of public
holidays) or (ii) default is made in any payment under or in
relation to the Global Note or, (iii) the Issuer would suffer a
material disadvantage as a result of a change in laws or
regulations (taxation or otherwise) or as a result of a change in
the practice of the BNB System, Euroclear and/or Clearstream,
Luxembourg which would not be suffered were the Notes in definitive
form and a certificate to such effect signed by two duly authorized
officers of the Issuer is given to the Principal Paying Agent.
Thereupon (in the case of (iii) above) the Issuer may give notice
to the Principal Paying Agent, the Collateral Agent and the
Noteholders of its intention to exchange the Global Note for
Definitive Notes on the Definitive Exchange Date (defined below).
On any Definitive Exchange Date, the Global Note shall be
surrendered to or to the order of the Principal Paying Agent. In
exchange for the Global Note, the Issuer will deliver, or procure
the delivery of, an equal aggregate principal amount of Definitive
Notes (having attached to them all Coupons in respect of interest
which has not already been paid on the Global Note), security
printed in accordance with any applicable legal and stock exchange
requirements and in or substantially in the form set out in this
Agreement. On exchange of the Global Note, the Issuer will ensure
that it is cancelled and, if the holder so requests, returned to
the holder together with any relevant Definitive Notes. No
Definitive Notes delivered in exchange for the Global Note will be
mailed or otherwise delivered to any location in the United States
in connection with such exchange.
If Definitive Notes have not been delivered by 5:00 p.m. (Brussels
time) on the Definitive Exchange Date, then at 5:00 p.m. (Brussels
time) on the Definitive Exchange Date, the holder(s) of the Global
Note will cease to have any rights thereunder and Accountholders
will acquire directly against the Issuer all those rights that they
would have had if they had been the holders of Definitive Notes in
an aggregate principal
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amount equal to the amount of Notes they were shown as holding on
the records of Euroclear and/or Clearstream, Luxembourg.
Each Definitive Note will be security printed in accordance with
applicable legal and stock exchange requirements and will be in
substantially the form set out in Schedule 3 hereto and will have
attached to it Coupons (in substantially the form set out in
Schedule 4 hereto). The Terms and Conditions of Notes attached as
Schedule 1 hereto will be affixed to the Notes.
"ACCOUNTHOLDER" means, for so long as any of the Notes are
represented by the Global Note and the Global Note is held by or on
behalf of BNB, each person who is, from time to time, shown in the
records of Euroclear or Clearstream, Luxembourg as the holder of a
particular principal amount of Notes. "DEFINITIVE EXCHANGE DATE"
means the date falling not less than 60 days after that date on
which the relevant event occurs or notice is given and on which
date banks are open for business in the city in which the specified
office of the Principal Paying Agent is located and in the city in
which the relevant clearing system is located.
5 RELIANCE ON INSTRUCTIONS
No Paying Agent shall incur any liability to the Issuer in acting
hereunder pursuant to instructions which such Paying Agent
reasonably believed in good faith to be genuine and to have been
given by an Authorized Representative.
6 ISSUER'S REPRESENTATIONS AND WARRANTIES
Each Paying Agent is entitled to assume that the issuance and
delivery of the Notes by the Issuer have been duly and validly
authorized by the Issuer and that the Notes, when completed,
authenticated and delivered pursuant hereto, will constitute the
legal, valid and binding obligations of the Issuer.
7 PAYMENT OF NOTE PRINCIPAL AND INTEREST; INTEREST PAYMENT DATES;
RECORD DATES
7.1 PAYMENT TO AGENT: the Issuer will, on each date on which any
payment in respect of the Notes becomes due, transfer to the
Principal Paying Agent by 11:00 a.m. Brussels time such amount as
may be required for the purposes of such payment. The Issuer will
procure the delivery to the Principal Paying Agent by 10:00 a.m.
(local time in the city of the Principal Paying Agent's specified
office) on the second business day in the city of the Principal
Paying Agent's specified office before the due date for any such
payment a copy of irrevocable instructions issued by it for such
payment to be made to the Principal Paying Agent. For the purposes
of this sub-Clause 7.1, the date on which a payment in respect of
the Notes becomes due means the first date on which the holder of a
Note or Coupon could claim the relevant payment by transfer to an
account under the Notes, but disregarding the necessity for it to
be a business day in any particular place of presentation.
7.2 NOTIFICATION OF NON-PAYMENT: The Principal Paying Agent will
forthwith notify by fax the Issuer and each other Paying Agent if
it has not by the due date for any payment due in respect of the
Notes received the full amount so payable on such date.
7.3 PAYMENT BY PAYING AGENTS: Unless they receive a notification from
the Principal Paying Agent under sub-Clause 7.2, each Paying Agent
will, subject to and in accordance with the Notes, pay or cause to
be paid on behalf of the Issuer on and after each due date therefor
the amounts due in respect of the Notes and Coupons and, in the
case of each Paying Agent other than the Principal Paying Agent,
will be entitled to claim any amounts so paid from the Principal
Paying Agent. If any payment provided for in sub-Clause 7.1 of this
Section is made late but otherwise in accordance with this
Agreement, the Paying Agents may nevertheless make payments in
respect of the Notes and Coupons. However, unless and until the
full amount of any such payment has been made to the Principal
Paying Agent, the Paying Agents will not be bound to make such
payments.
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7.4 REIMBURSEMENT OF PAYING AGENTS: The Principal Paying Agent will on
demand promptly reimburse each other Paying Agent for payments in
respect of the Notes and Coupons properly made by it in accordance
with the Notes and this Agreement.
7.5 LATE PAYMENT: If the Principal Paying Agent has not by the due date
for any payment in respect of the Notes received the full amount
payable on such date but receives it later, it will forthwith give
notice to each other Paying Agent and Noteholders that it has
received such full amount.
7.6 METHOD OF PAYMENT TO AGENT: Unless otherwise provided in the Notes,
all sums payable to the Principal Paying Agent hereunder will be
paid in euros and in immediately available or same day funds to
such account with such bank in Brussels as the Principal Paying
Agent may from time to time notify to the Issuer.
7.7 MONEYS HELD BY AGENT: The Principal Paying Agent may deal with
moneys paid to it under this Agreement in the same manner as other
moneys paid to it as a banker by its customers except that (1) it
may not exercise any lien, right of set-off or similar claim in
respect of them, (2) it shall not be liable to anyone for interest
on any sums held by it under this Agreement unless any payment to
any person hereunder or under any Note is not made as a result of
the negligence, bad faith or wilful misconduct of the Principal
Paying Agent and (3) money held by it need not be segregated except
as required by law. Any monies paid by the Issuer to the Principal
Paying Agent for payment of principal or interest which remain
unclaimed for two years after such monies have become due and
payable will be repaid to the Issuer upon its written request and
the holder may thereafter look only to the Issuer for payment
hereof.
7.8 PARTIAL PAYMENTS: If on presentation of a Note or Coupon only part
of the amount payable in respect of it is paid (except as a result
of deduction of tax as permitted by the terms and conditions of the
Notes) the Paying Agent to whom the Note or Coupon is presented
shall procure that such Note or Coupons shall have attached to it
or endorsed on it a memorandum of the amount paid and the date of
payment.
7.9 PAYMENT OF INTEREST IN THE UNITED STATES: Notwithstanding any other
provision herein, no payment with respect to interest or principal
on any Note may be made at the office of any Paying Agent in the
United States, and any otherwise allowable payment may be made only
upon presentation and surrender at such office outside the United
States of the Note, in the case of principal, or presentation of a
global Note or presentation and surrender of the applicable Coupon,
in the case of interest. No payment on a Note shall be made by
transfer to an account in, or by mail to an address in, the United
States (other than to a financial institution or for persons for
which the financial institution has collected such payment).
7.10 BNB SYSTEM: As long as the Notes or the Global Note shall be held
in, or on behalf of, the BNB System, the provisions of this Clause
7 shall be supplemented and/or superseded to the extent necessary
by (i) the relevant provisions of the Clearing Agreement executed
on or about 11 February 2000 between, the Issuer, the Principal
Paying Agent and the Belgian National Bank as operator of the BNB
System (the "CLEARING AGREEMENT"), (ii) the regulations of the BNB
System and (iii) any applicable provisions of Belgian law and
regulation; provided that the Issuer shall, and the Principal
Paying Agent and the Paying Agent shall jointly and severally, give
equivalent effect to sub-Clause 7.1 and sub-Clause 7.6 and the
Paying Agent undertakes to the Issuer to comply with its
obligations under the Clearing Agreement.
8 DUTIES OF THE PRINCIPAL PAYING AGENT AND FISCAL AGENT
In accordance with the terms and conditions of the Notes and this
Agreement or if otherwise requested by the Issuer,
the Principal Paying Agent will or will procure that the Paying
Agent will:
8.1 receive requests to effect exchanges of the Global Note to Definitive
Notes;
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8.2 maintain a record of the Global Note and the certificate number or
numbers of all Definitive Notes and Coupons delivered hereunder;
8.3 carry out such other acts as may be necessary to give effect to the
terms and conditions of the Notes with respect to payment,
transfer, cancellation and replacement (if any Note or Coupon is
mutilated or defaced or is apparently destroyed, lost or stolen, it
may be replaced at the specified office of any Paying Agent subject
to all applicable laws and stock exchange requirements upon payment
by the claimant of the expenses incurred in connection therewith
and on such terms and with such indemnity as the Issuer and the
Principal Paying Agent may require; mutilated or defaced Notes of
Coupons must be surrendered before replacements will be issued);
and
the Fiscal Agent will:
8.4 upon and in accordance with the instructions of the Issuer received
at least 5 days before the proposed publication date, arrange for
the publication of any notice which is to be given to the
Noteholders and supply a copy thereof to each other Paying Agent,
the Collateral Agent, the BNB System, Euroclear, Clearstream,
Luxembourg and, so long as the Notes are listed thereon, the
Luxembourg Stock Exchange.
9 LIABILITY
Neither the Paying Agents nor their officers or employees shall be
liable for any act or omission hereunder except in the case of
negligence, bad faith or wilful misconduct. The duties and
obligations of the Paying Agents and their officers and employees
shall be determined by the express provisions of this Agreement and
they shall not be liable except for the performance of such duties
and obligations as are specifically set forth herein and no implied
covenants shall be read into this Agreement against them. The
Paying Agents may consult with counsel and shall be fully protected
in any action reasonably taken in good faith in accordance with the
reasonable advice of counsel. Neither the Paying Agents nor their
officers or employees shall be required to ascertain whether any
issuance or sale of Notes (or any amendment or termination of this
Agreement) have been duly authorized or are in compliance with any
other agreement to which the Issuer is a party (whether or not the
Paying Agents are also a party to such other agreement).
10 INDEMNIFICATION BY ISSUER
The Issuer agrees to indemnify and hold harmless each of the Paying
Agents and each of its respective directors, officers and employees
from and against any and all liabilities (including liability for
penalties), losses, claims, damages, actions, suits, judgments,
demands, costs and expenses (including legal fees and expenses)
arising out of or in connection with its or their respective
performance under this Agreement, except to the extent that they
are caused by the negligence, bad faith or wilful misconduct of
each such Paying Agent or the directors, officers and employees of
each such Paying Agent. The foregoing indemnity includes, but is
not limited to, any action taken or omitted in good faith within
the scope of this Agreement upon telephone, telecopier or other
electronically transmitted instructions, if authorized herein,
received from or reasonably believed by each of the Paying Agents
in good faith to be genuine and to have been given by, an
Authorized Representative. This indemnity shall survive the
resignation or removal of any Paying Agent and the satisfaction or
termination of this Agreement.
11 INDEMNIFICATION BY THE PAYING AGENTS
Each of the Paying Agents agree severally to indemnity and hold
harmless the Issuer and its directors, officers and employees from
and against any and all liabilities (including liability for
penalties), losses, claims, damages, actions, suits, judgments,
demands, costs and expenses (including legal fees and expenses)
arising out of or in connection with its performance, in any
capacity, under this Agreement, except to the extent that they are
caused by the negligence, bad faith or wilful misconduct of the
Issuer. This indemnity shall survive the resignation or removal of
any Paying Agent and the satisfaction or termination of this
Agreement.
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12 COMPENSATION OF THE PAYING AGENTS
The Issuer agrees to pay the compensation of each of the Paying
Agents at such rates as shall be agreed upon from time to time and
to reimburse each Paying Agent for reasonable out-of-pocket
expenses (including costs of preparation of the Notes and
reasonable legal fees and expenses), disbursements and advances
incurred or made in accordance with any provisions of this
Agreement. The obligations of the Issuer to each of the Paying
Agents pursuant to this Section shall survive the resignation or
removal of any Paying Agent and the satisfaction or termination of
this Agreement.
13 MEETING OF THE NOTEHOLDERS
Attached hereto as Schedule 5 are the provisions for meetings of
the Noteholders.
14 NOTICES
14.1 All communications by or on behalf of the Issuer relating to the
issuance, transfer, exchange or payment of Notes or interest
thereon shall be directed to the Principal Paying Agent at its
address set forth in sub-Clause 14.2(iv) hereof (or such other
address as the Principal Paying Agent shall specify in writing to
the Issuer).
14.2 Notices and other communications hereunder shall (except to the
extent otherwise expressly provided) be in writing and shall be
addressed as follows, or to such other addresses as the parties
hereto shall specify from time to time:
(i) if to the Issuer:
Solutia Europe SA/NV
Boondaelse Steenweg 6
B-1050 Brussels
Belgium
Parc Scientifique-Fleming
Rue Laid Burniat 3
B-1348 Louvain-la-Neuve
Belgium
Attention: Legal Department
Fax no.: +32 10 48 12 24
(ii) if to the Collateral Agent:
KBC Bank NV
Havenlaan 12
B-1080 Brussels
Belgium
Attention: Mr. Dirk De Bleser
Fax no.: +32 2 429 49 20
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(iii) if to the Fiscal Agent:
Kredietbank S.A. Luxembourgeoise
43 boulevard Royal
2955 Luxembourg
Luxembourg
Attention: Back-Office Emissions
Fax no.: +352 47 97 73 907
(iv) if to KBC Bank NV as the Principal Paying Agent:
KBC Bank NV
Havenlaan 2
B-1080 Brussels
Belgium
Attention: Mrs. Marie-Therese Broothaers
Fax no.: +32 2 429 52 73
15 RESIGNATION OR REMOVAL OF AGENT OR A PAYING AGENT
Subject to the limitations contained in the Terms and Conditions of
Notes, the Principal Paying Agent may at any time resign as such
agent or a Paying Agent may at any time resign as such paying agent
by giving written notice to the Issuer and the Collateral Agent of
such intention on its part, specifying the date on which its
desired resignation shall become effective; provided, however, that
such date shall be not less than 30 days after the giving of such
notice by the Principal Paying Agent or a Paying Agent to the
Issuer and the Collateral Agent. The Principal Paying Agent or a
Paying Agent may be removed at any time by the filing with it of an
instrument in writing signed by a duly authorized officer of the
Issuer and specifying such removal and the date upon which it is
intended to become effective. Such registration or removal shall
take effect on the date of the appointment by the Issuer of a
successor agent or paying agent and the acceptance of such
appointment by such successor Agent or Paying Agent, which
successor shall be a reputable and substantial bank or financial
institution. In the event of resignation by the Principal Paying
Agent or a Paying Agent, if a successor agent or paying agent has
not been appointed by the Issuer within three months after the
giving of notice by the Principal Paying Agent or such Paying Agent
of its intention to resign, the Principal Paying Agent or such
Paying Agent may appoint as successor Agent or Paying Agent a
reputable and substantial bank or financial institution. Subject to
the limitations contained in the Terms and Conditions, the Issuer
may appoint a successor agent and additional or successor paying
agents and shall forthwith give notice of any such appointment to
the continuing Agent and each continuing Paying Agent, the
Collateral Agent and the Noteholders, whereupon the Issuer, the
continuing Agent and each continuing Paying Agent and the
additional or successor agent or paying agent shall acquire and
become subject to the same rights and obligations between
themselves as if they had entered into an agreement in the form
mutatis mutandis of this Agreement.
16 BENEFIT OF AGREEMENT
This Agreement is solely for the benefit of the parties hereto,
their successors, assigns and any additional Agent or Paying Agent
appointed in accordance with Section 15 above and the holders from
time to time of the Notes and no other person shall acquire or have
the right under or by virtue hereof.
17 NOTES HELD BY A PAYING AGENT
Each of the Paying Agents, in its individual or other capacity, may
become the owner or pledgee of the Notes with the same rights it
would have if it were not acting as fiscal and/or paying agent
hereunder.
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18 COUNTERPARTS
This Agreement may be executed by the parties hereto in any number
of counterparts, and by each of the parties hereto in separate
counterparts, each such counterpart, when so executed and
delivered, shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same
instrument.
19 GOVERNING LAW
This Agreement shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the laws of the
State of New York without regard to the conflicts of laws
principles thereof.
20 SUBMISSION TO NY JURISDICTION
The Issuer hereby irrevocably submits to the non-exclusive
jurisdiction of any New York State or United States Federal court
sitting in New York City over any suit, action or proceeding
arising out of or relating to this Agreement or the Notes. The
Issuer irrevocably waives, to the fullest extent permitted by law,
any objection which it may have to the laying of the venue of any
such suit, action or proceeding brought in such a court and any
claim that any such suit, action or proceeding brought in such a
court has been brought in an inconvenient forum. As long as any of
the Notes or any of the Coupons appertaining thereto remain
outstanding, the Issuer will at all times have an authorized agent
for service of process in New York City, upon whom process may be
served in any suit, action or proceeding arising out of or relating
to this Agreement or any Note or any of the Coupons appertaining
thereto. Service of process upon such agent and written notice of
such service mailed or delivered to the Issuer shall to be extent
permitted by law be deemed in every respect effective service of
process upon the Issuer in any such suit, action or proceeding. The
Issuer hereby appoints CT Corporation System, 111 Eighth Avenue,
New York, New York 10011 as its agent for such purpose, and
covenants and agrees that (i) service of process in any such suit,
action or proceeding may be made upon it at the specified office of
such agent (or such other address or at the office of any other
authorized agent which the Issuer may designate by written notice
to the Principal Paying Agent) and (ii) prior to any termination of
such agency for any reason, it will so appoint a successor thereto
as agent hereunder.
21 ENGLISH
This Agreement is executed in English only, and no translation
thereof shall be binding on the parties hereto or consulted in
order to interpret this Agreement.
22 SEVERABILITY
If one or more provisions contained in this Agreement shall be
invalid, illegal or unenforceable in any respect under any
applicable law, the validity, legality, or enforceability of the
remaining provisions shall not in any way be affected or impaired.
In case of any such illegality, invalidity or unenforceability, the
parties shall negotiate in good faith with a view to agree on the
replacement of such provision by a provision which is legal, valid
and enforceable and which is to the extent practicable in
accordance with the intents and purposes of this Agreement and
which in economic effect comes as close as practicable to the
provision being replaced.
23 MODIFICATION OF FISCAL AGENCY AGREEMENT
This Agreement, including the Schedules hereto, may be amended by
the Issuer and the Principal Paying Agent, without the consent of
the Collateral Agent or the holder of any Note or Coupon, for the
purposes of curing any ambiguity, or of curing, correcting or
supplementing any defective provisions contained herein or therein
or in any other manner which the Issuer and the Principal Paying
Agent may deem necessary or desirable and which will not be
inconsistent with the Notes or any Coupons and which will not
adversely
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affect the interests of the holders of Notes or any Coupons, provided
the foregoing shall not be in derogation of the right of the Issuer
to amend the terms of the Notes as provided in Schedule 5.
24 COLLATERAL AGENCY AGREEMENT AND CERTAIN OTHER DOCUMENTS
Attached hereto as Schedule 6 is the Collateral Agency Agreement.
Certain Subsidiaries Guaranties and Collateral Documents will be
entered into in connection with the Notes.
KBC Bank NV has been appointed by Requisite Noteholders as
Collateral Agent pursuant to a meeting of the Noteholders held on
29 January 2004, the Agreement of Understanding and the Collateral
Agency Agreement. KBC Bank NV, in its capacity as Collateral Agent,
shall not act or be deemed to act as agent or representative of or
for the Issuer or any of its Subsidiaries.
25 CLEARING AGREEMENT
As long as the Notes (or the Global Note(s) representing the Notes
shall be held in, or on behalf of, the BNB System, the provisions
of this Agreement shall be supplemented and/or superseded to the
extent necessary by the relevant provisions of the Clearing
Agreement, the regulations of the BNB System and any applicable
provisions of Belgian law and regulation.
26 PRIOR FISCAL AGENCY AGREEMENT
The parties hereto agree that for all purposes with respect to the
amended and restated Notes, this Fiscal Agency Agreement supersedes
the Fiscal Agency Agreement dated as of February 11, 2000 among the
Issuer, the Paying Agents and Solutia Inc.
9
Execution copy
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their officers thereunto duly authorized, all as
of the day and year first above written.
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SOLUTIA EUROPE SA/NV
By: /s/ Kristel Deroover
--------------------------------
Name: Kristel Deroover
Title: Attorney
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KREDIETBANK S.A. LUXEMBOURGEOISE
By: /s/ Luc Bauduin
--------------------------------
Name: Luc Bauduin
Title: General Manager
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KBC BANK NV
By: /s/ Luc Bauduin
--------------------------------
Name: Luc Bauduin
Title: General Manager
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S-1 Fiscal Agency Agreement