Exhibit 99.5
FORM OF GLOBAL NOTE
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.
ISIN: [BE0116958738]
SOLUTIA EUROPE SA/NV
(INCORPORATED WITH LIMITED LIABILITY IN BELGIUM)
(euro)200,000,000 10.00 percent Senior Secured Notes due 2008
UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY CERTAIN SUBSIDIARIES OF THE ISSUER
GLOBAL NOTE
Solutia Europe SA/NV, a societe anonyme/naamloze vennootschap organized
under the laws of Belgium (the "ISSUER"), for value received, hereby
promises to pay to the bearer upon presentation and surrender hereof on
15 December 2008, unless earlier redeemed on the terms and in the manner
described in the Terms and Conditions of Notes annexed hereto, the principal
sum of EURO TWO HUNDRED MILLION or such lesser amount as shall be the
outstanding principal amount hereof after deduction of the aggregate
principal amount of Definitive Notes issued in exchange for a portion or
portions hereof, in euro and to pay interest (if any) on such principal sum
calculated and payable as provided in the Terms and Conditions of Notes
together with any other sums payable under the Terms and Conditions of Notes
(including, but not limited to, any Additional Amounts and other
Obligations).
The Issuer was incorporated as a societe anonyme/naamloze vennootschap under
Belgian law by deed passed on 11 April 1997 and published in the Annexes du
Moniteur belge (Annexes to the Belgian Official Gazette) of 25 April 1997,
No. 970425-24. The share capital of the Issuer is EUR 11,549,000 represented
by 20,290 ordinary shares in registered form sans valeur nominale (without
par value), each share carrying the same rights as the others. The Issuer
has been formed for an unlimited term.
This Global Note is issued in respect of an issue of euro 200,000,000
principal amount of 10.00 percent Senior Secured Notes due 15 December 2008
(the "NOTES") of the Issuer and is governed by the Terms and Conditions of
Notes annexed hereto and incorporated herein by reference, and by a Fiscal
Agency Agreement dated 11 February 2004 (as it may be amended from time to
time, the "FISCAL AGENCY AGREEMENT") among the Issuer, Kredietbank S.A.
Luxembourgeoise as Fiscal Agent and Paying Agent and KBC Bank NV as
Principal Paying Agent. Capitalised terms used herein but not otherwise
defined shall have the meanings assigned to them in the Fiscal Agency
Agreement, including the Terms and Conditions of Notes annexed thereto.
This Global Note amends and restates and evidences indebtedness previously
evidenced by the (euro)200,000,000 6.25 percent Notes due 2005 of the Issuer
which are referred to as the Original Notes in the Terms and Conditions of
Notes annexed hereto.
This Global Note shall be exchangeable in whole but not in part for
definitive Notes if (i) Morgan Guaranty Trust Company of New York, as
operator of the Euroclear System, 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 payment under or in relation to the Global Note or (iii) if 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 authorised officers of the Issuer is given to
the Fiscal Agent and the Principal Paying Agent. Thereupon (in the case of
(iii) above), the Issuer may given written notice to the Fiscal Agent and
the Principal Paying Agent and the Noteholders of its intention to exchange
the Global Note for definitive Notes on the Exchange Date (as defined
below).
On the Exchange Date, definitive Notes in bearer form in denominations of
euro 1,000, euro 10,000 and euro 100,000 will be issued and delivered in
full exchange for this Global Note to Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear system and Clearstream,
Luxembourg, for the accounts of the holders of interests in the Global Note.
An exchange for Definitive Notes will be made at no charge to the holders of
the interests in the Global Note being exchanged. 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.
The term "Exchange Date" means the date falling 60 days after that date on
which a relevant event (described above) 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 the city in which the
relevant clearing system is located.
This Global Note 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.
The list of all issues of notes or bonds by the Issuer prior to the issue of
the Notes, together with the aggregate outstanding principal and security
interest, if any, in respect of each issue is set out in Appendix A hereto.
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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed.
Date: 11 February 2004
SOLUTIA EUROPE SA/NV
By: By:
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Director Director
ATTEST:
Authorized Signatory
[Seal]
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