Exhibit 10(nn)
[Certain portions of this Exhibit have been omitted pursuant to a request
for confidential treatment, as indicated by an * and separately filed with
the Securities Exchange Commission.]
This Agreement, made as of the 30th day of December, 2004 by and
among Cytec Industries Inc. ("Cytec"), Solutia Inc., debtor-in-possession
("Solutia"), UCB SA ("UCB"), Solutia Canada Inc. ("SOCAN"), Surface
Specialties, Inc. ("Surface Specialties" or "SSI") and Surface Specialties
S.A. ("Surface Specialties S.A." or "SSSA").
WITNESSETH
WHEREAS, Solutia and UCB are parties to a Stock and Asset Purchase
Agreement dated as of December 2, 2002 (as amended from time to time the
"Solutia SAPA"), pursuant to which Solutia sold to UCB certain assets;
WHEREAS, in connection with the closing of the transaction
contemplated by the Solutia SAPA, UCB and affiliates of UCB, including
Surface Specialties and Surface Specialties S.A., entered into numerous
agreements with Solutia and affiliates of Solutia, including but not limited
to the following agreements, all of which were subsequently assigned by the
UCB parties to Surface Specialties or Surface Specialties S.A. pursuant to
an internal restructuring conducted by UCB:
(i) Lease and Manufacturing Agreement, dated as of January 31,
2003, between Solutia and Surface Specialties as the
assignee and successor in interest to the rights and
obligations of UCB, Inc. and UCB Chemicals Corp. (the
"Lease and Manufacturing Agreement");
(ii) Lab Services Agreement, dated as of January 31, 2003,
between Solutia and Surface Specialties as the assignee
and successor in interest to the rights and obligations of
UCB, Inc. and UCB Chemicals Corp. (the "Lab Services
Agreement");
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(iii) Laboratory and Office Space Lease and Access Agreement
dated as of January 31, 2003, between Solutia and Surface
Specialties as the assignee and successor in interest to
the rights and obligations of UCB, Inc. and UCB Chemicals
Corp. (the "Laboratory Lease and Access Agreement");
(iv) La Salle Toll Agreement, dated as of January 31, 2003,
between SOCAN and Surface Specialties as the assignee and
successor in interest to the rights and obligations of
UCB, Inc. and UCB Chemicals Corp. (the "LaSalle Toll
Agreement");
(v) Sales Contract - DME, dated January 31, 2003 between
Solutia and Surface Specialties S.A. as the assignee and
successor in interest to the rights and obligations of UCB
(the "DME Sales Contract");
(vi) Trademark Exclusive License Agreement, dated as of January
31, 2003, between Solutia and Surface Specialties S.A. as
the assignee and successor in interest to the rights and
obligations of UCB (the "Trademark License Agreement");
(vii) Sales Contract for ethyl acetate, dated January 31, 2003,
between Solutia and Surface Specialties as the assignee
and successor in interest to UCB Chemicals Corp., (the
"Ethyl Acetate Sales Contract");
(viii) Sales Contract for adipic acid, dated January 31, 2003,
between Solutia and SSSA (the "Adipic Acid Sales
Contract"); and
(ix) Intellectual Property License Agreement, dated as of
January 31, 2003, between Solutia and Surface Specialties
S.A. as the assignee and successor in interest to the
rights and obligations of UCB (the "Intellectual Property
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License Agreement" and, collectively with the other
agreements described in clauses (i) through (viii) hereof,
as such agreements may be amended or modified from time to
time, the "Contracts");
WHEREAS, UCB and Cytec are parties to a Stock and Asset Purchase
Agreement dated as of October 1, 2004 (as amended from time to time the "UCB
SAPA"), pursuant to which UCB agreed to sell, directly or indirectly,
certain assets to Cytec, including the stock of Surface Specialties S.A. and
Surface Specialties;
WHEREAS, UCB has requested that Solutia assume and consent to the
assignment of the Contracts in connection with the transaction contemplated
under the UCB SAPA;
WHEREAS, UCB and its affiliates and Solutia and its affiliates
dispute various obligations to each other arising out of the Solutia SAPA
and the Contracts; and
WHEREAS, Solutia is willing to assume and consent to the assignment
of the Contracts, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. UCB will pay or cause one of more of its affiliates to pay
Solutia an aggregate of $4,500,000 USD (the "Initial
Payment") on or prior to December 31, 2004 on account of
one or more liabilities or obligations of any type,
whether accrued, contingent or otherwise, to Solutia not
otherwise expressly waived under this Agreement
(collectively, the "Obligations"). Each of UCB, SSI, SSSA
and
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Solutia agree that, except as otherwise set forth
herein, Cytec, and only Cytec, is authorized to designate
which Obligations the Initial Payment shall be applied
against, and none of UCB, SSI, SSSA or Solutia will make
any designation as to which Obligations the Initial
Payment will be applied against. Notwithstanding the
foregoing, Solutia agrees that in the event that the UCB
SAPA is terminated, UCB shall have the right to designate
which Obligations the Initial Payment will be applied
against (including Obligations which would have been
waived hereunder if the UCB SAPA had not been terminated)
and Solutia shall not make any designation as to which
Obligations the Initial Payment will be applied against.
Promptly after it designates which Obligations the Initial
Payment will be applied against, Cytec or UCB as the case
may be, will notify Solutia of such designations. As
between Cytec and UCB, Cytec agrees that it may designate
only one or more of the Obligations described in Schedule
3.7(f) to the UCB SAPA as Obligations against which the
payment contemplated by this paragraph 1 shall be applied
and that it will make any such designation effective as of
the closing of the transactions contemplated by the UCB
SAPA (the "UCB Closing").
2. In contemplation of this Agreement, UCB has paid or caused
one or more of its affiliates to pay SOCAN $3,948,059 CAD
and has released or caused one or more of its affiliates
to release $800,000 CAD to SOCAN from the working fund
established under the LaSalle Toll Agreement in
satisfaction of all past due obligations under the LaSalle
Toll Agreement, consisting of $899,757 CAD for capital
expenditures made during 2003 and 2004 and $887,583 CAD
for overdue
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Service Fees plus $620,207 CAD VAT on these amounts and
$2,340,512 CAD for January and February 2004 invoices.
UCB and SOCAN acknowledge and agree that the $800,000
CAD released to SOCAN from the working fund represents
the amounts in excess of the working fund balance
currently required under the LaSalle Toll Agreement and
that the remaining $200,000 CAD in funds previously
advanced by UCB or its affiliates to the working fund
will remain in the working fund unless and until an
evaluation of monthly expenditures indicates a reduction
is appropriate. UCB will pay or cause one or more of its
affiliates to pay Solutia on or before December 31, 2004
an aggregate of $141,526 CAD, representing capital
expenditures under Section 3.8(a) of the LaSalle Toll
Agreement.
3. Solutia agrees, subject to approval of the Bankruptcy
Court having authority over its bankruptcy case (the
"Bankruptcy Court"), and effective upon the UCB Closing,
to amend, in accordance with paragraphs 6 through 8 of
this Agreement, and assume the following contracts
pursuant to Section 365 of the U.S. Bankruptcy Code (as
amended, the "Assumed Contracts"):
(i) Lease and Manufacturing Agreement;
(ii) Lab Services Agreement;
(iii) Laboratory Lease and Access Agreement;
(iv) DME Sales Contract;
(v) Trademark Exclusive License Agreement;
(vi) Ethyl Acetate Sales Contract;
(vii) Adipic Acid Sales Contract; and
(viii) Intellectual Property License Agreement.
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4. Effective as of the later of the effective date of the
Court Approval, as defined in paragraph 5 below, and the
UCB Closing, the parties acknowledge that Solutia owes UCB
or its affiliates $518,000 as an adjustment to the working
fund balance under the Lease and Manufacturing Agreement
(the "Cure Amount") and UCB, SSI, SSSA and Cytec
acknowledge and agree that there are no other monetary
defaults or amounts due under any of the Assumed Contracts
and that the Cure Amount is the total amount payable by
Solutia or its affiliates to cure the Assumed Contracts.
Upon receipt of Court Approval, defined in paragraph 5
below, and Solutia's satisfaction of the Cure Amount, UCB,
SSI, SSSA and Cytec shall be forever barred and enjoined
from asserting against Solutia or its affiliates any
defaults, claims, interest or other default penalties
under the Assumed Contracts arising before the date of
this Agreement except for any obligations pursuant to the
Assumed Contracts that become due after the date of this
Agreement, including obligations pursuant to
indemnification, hold-harmless and similar contractual
provisions in the Assumed Contracts.
5. Within fifteen (15) days after the execution of this
Agreement, Solutia shall file a motion, in a form
reasonably acceptable to UCB and Cytec, with the
Bankruptcy Court to obtain approval of this Agreement and
authorization to comply with the terms of this Agreement
including, without limitation, authorization for the
amendment and assumption of the Assumed Contracts and the
releases provided for herein (such approval, once the
Bankruptcy Court enters one or more related orders in
connection therewith, the "Court Approval"). Solutia shall
use its reasonable best efforts to obtain the Court
Approval by February 21, 2005. In the
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event that any Bankruptcy Court order related hereto shall be
appealed by any party (or a petition for certiorari or
motion for reconsideration, amendment, clarification,
modification, vacation, stay, rehearing or reargument
shall be filed with respect to any such order), Solutia
shall cooperate with UCB in taking such reasonable steps,
and causing its affiliates to take such reasonable steps,
diligently, to defend against such appeal, petition or
motion and Solutia shall use, and shall cause its
affiliates to use, its and their respective reasonable
efforts to obtain an expedited resolution of any such
appeal, petition or motion.
6. Effective as of the later of the effective date of the
Court Approval and the UCB Closing, the DME Sales Contract
is hereby amended as follows:
(a) The payment terms section is hereby
amended and restated in its entirety to
read in full as follows: "PAYMENT TERMS
15 days from date of invoice until the
earlier of (x) the first anniversary of
the closing of the transactions
contemplated by the Stock and Asset
Purchase Agreement, dated as of October
1, 2004 between UCB S.A. and Cytec
Industries Inc, as it may be amended or
modified from time to time (the "UCB
Closing") and (y) the first date Solutia
is no longer a debtor in possession,
after which Payment terms shall be 30
days from date of invoice."
(b) The second paragraph of Addendum C1 is
amended and restated in its entirety to
read in full as follows: "In 2005
immediately following the UCB Closing
and by January 15 in each calendar year
subsequent to 2005, Buyer shall compute
its "Net DME
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Margin" on resales of DME purchased and
resold from Seller over the prior calendar
year.*
7. Effective as of the later of the effective date of the
Court Approval and the UCB Closing, the Adipic Acid Sales
Contract is hereby amended as follows:
(a) The Period section is hereby amended and
restated in its entirety to read in full
as follows: "PERIOD January 1, 2003 to
December 31, 2007, unless and until
earlier termination by either party on
at least 180 days' written notice. Upon
the end of the initial term, the
agreement will continue from year to
year unless and until terminated at any
time by either party on at least 180
days' written notice."
(b) The payment terms section shall be
amended and restated in its entirety to
read in full as follows: "PAYMENT TERMS
15 days from date of invoice until the
earlier of (x) the first anniversary of
the closing of the transactions
contemplated by the Stock and Asset
Purchase Agreement, dated as of October
1, 2004 between
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UCB S.A. and Cytec Industries Inc, as it
may be amended or modified from time to
time and (y) the first date Solutia is no
longer a debtor in possession, after
which Payment terms shall be 30 days
from date of invoice."
8. Effective as of the later of the effective date of the
Court Approval and the UCB Closing, the Ethyl Acetate
Sales Contract shall be amended as follows:
(a) The "Period" section of the Ethyl
Acetate Contract is hereby amended and
restated in its entirety to read in full
as follows: "Period January 1, 2003 to
December 31, 2007 or, at Seller's option
exercisable at any time before September
30, 2007 by written notice to Buyer,
December 31, 2010, and continuous
thereafter unless and until terminated
by either party on at least 180 days'
written notice."
(b) The "Additional Terms and Conditions"
section of the Ethyl Acetate Sales
Contract is hereby amended to include an
additional paragraph as follows: "In the
event that Seller exercises its option
to extend the initial term of this
Agreement to December 31, 2010 as
aforesaid, then commencing on January 1,
2008 the following "meet-or-release"
provisions shall apply. If at any time
after January 1, 2008 and during the
term of this Agreement, similar or
lesser quantities of Ethyl Acetate of
similar or higher quality and meeting
the specifications attached as Exhibit B
are offered to Buyer from a third party
not affiliated
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with Buyer at a lower delivered price (the
"Third Party Price") than the price then
in effect hereunder, Buyer may provide
notice of such availability to Seller
specifying the Third Party Price and the
quantity available. If Seller does not
agree to reduce the price hereunder to
the Third Party Price for the quantity
of such Products available from the
third party within five business days
from the date of Buyer's notice, Buyer
may purchase such quantities of Products
from the third party and deduct such
quantities from Buyer's obligation to
purchase Products hereunder."
9. Effective as of the later of the effective date of the
Court Approval and the UCB Closing, Cytec agrees, at
Solutia's request, to manufacture for Solutia during 2005
at the Indian Orchard Pilot Plant the formalin stabilizer
historically manufactured in the Indian Orchard Pilot
Plant (the "Stabilizer") at the volumes and transfer
prices in effect during 2002 as agreed to by UCB under
item 10 of Schedule 1.3 (Excluded Assets) of the Solutia
SAPA . Cytec, and Solutia agree to use their reasonable
best efforts to enter into a definitive written Stabilizer
supply contract incorporating the foregoing terms and such
other terms and conditions that are customary for such an
agreement within 30 days following the UCB Closing. UCB,
SSI, SSSA and Cytec agree that Solutia is the exclusive
owner as against UCB, SSI, SSSA and Cytec of the
technology, know-how and related trade secrets relating to
the formalin and formalin stabilizer/inhibitor and
production of formalin stabilizer at the Indian Orchard
Pilot Plant.
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10. Effective as of the later of the effective date of the
Court Approval and the UCB Closing, Cytec agrees that (a)
pursuant to clause 4.1(a)(ii) of the LaSalle Toll
Agreement it will pay as a Services Fee for services
thereunder a guaranteed annual minimum amount of
$1,000,000 (subject to pro ration for periods less than
one year) plus an additional amount of $0.104 per pound
for each pound produced in accordance with the terms
thereof in excess of 9.6 million pounds annually, (b)
capital expenditures under clause 3.8 of the LaSalle Toll
Agreement shall be deemed to include all capital
expenditures associated with the North American Resimines
Consolidation Project at the LaSalle site, and (c) it will
cure any payment defaults by UCB or its affiliates under
the LaSalle Toll Agreement. Solutia represents and
warrants that, after giving effect to the payments
contemplated by paragraph 2 above, there are no payment
defaults under the LaSalle Toll Agreement as of the date
hereof.
11. On the later of the effective date of the Court Approval
and the UCB Closing, UCB will pay or cause one or more of
its affiliates to pay Solutia an aggregate of $3,000,000
USD on account of Obligations in addition to the payment
made pursuant to paragraph 1 of this Agreement. Each of
UCB, SSI, SSSA and Solutia agrees that Cytec, and only
Cytec, is authorized to designate which Obligations such
payment shall be applied against and that none of UCB,
SSI, SSSA or Solutia will make any designation as to which
Obligations the payment will be applied against. Promptly
after it designates which Obligations the payment will
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be applied against, Cytec will notify Solutia of such
designations. As between Cytec and UCB, Cytec agrees that
it may designate only one or more of the Obligations
described in Schedule 3.7(f) to the UCB SAPA as
Obligations against which the payment contemplated by this
paragraph 11 shall be applied and that it will make any
such designation effective as of the UCB Closing.
12. Each of Solutia and SOCAN consents to the assignment or
other transfer by UCB or its affiliates, including any
deemed assignment or deemed transfer as a result of a
change in control of any of UCB's affiliates on their sale
to Cytec or one of its affiliates, of any and all of their
rights and obligations under the Contracts to Cytec
Industries Inc. or any of Cytec's affiliates. Each of
Solutia and SOCAN hereby waives any and all rights it may
have under any provision of any of the Contracts to the
extent such provision could be read to prohibit the UCB
Closing or to terminate or permit Solutia or SOCAN or any
of their affiliates to terminate any of the Contracts, or
to otherwise cease to perform or modify its performance of
any terms or conditions of such Contract, in connection
with or as a result of the transactions contemplated by
the UCB SAPA.
13. Each of Solutia and SOCAN hereby agree that to the extent
it has the right under a Contract to consent to the
assignment or other transfer by Cytec or any of its
affiliates, including any deemed assignment or deemed
transfer as a result of a change in control of any of
Cytec's affiliates or their sale to any entity that
purchases the amino resins business from Cytec and its
affiliates, of any or all of its rights and obligations
under the Contracts, such consent shall not be
unreasonably withheld. For purposes of this paragraph
only, it is agreed that
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Solutia will not be deemed to have reasonably withheld its
consent unless it would, after giving effect to any guarantees
of Cytec in connection with such consent, suffer a material
detriment with respect to such Contract as a result of the
assignment of such Contract to the proposed assignee.
Except for any right of Solutia or SOCAN to consent to the
assignment of a Contract, each of Solutia and SOCAN hereby
waives any and all rights it may have under any provision
of any of the Contracts to the extent such provision could
be read to prohibit Cytec or any of its affiliates from
disposing of all or any part of the amino resins business
to be transferred to Cytec by UCB pursuant to the UCB SAPA
or to terminate or permit Solutia or SOCAN or any of their
affiliates to terminate any of the Contracts, or to
otherwise cease to perform or modify its performance of
any terms or conditions of such Contract, in connection
with or as a result of any disposition by Cytec or any of
its affiliates of all or any part of the amino resins
business to be transferred to Cytec by UCB pursuant to the
UCB SAPA. In case at any time after the any assignment or
transfer by Cytec or any of its affiliates of any of their
respective rights under any Contract in accordance with
the foregoing any further action is reasonably necessary
to carry out the purposes of this Agreement, the proper
officers of Cytec, Solutia and SOCAN shall take any such
reasonably necessary action, including, without
limitation, Solutia and/or SOCAN entering into one or more
agreements, on terms no less favorable to Solutia or SOCAN
than the Contracts, with any third party acquirer of the
amino resins business to evidence the effects of the
partial assignment or transfer of such Contracts.
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14. In the event Court Approval is obtained, and only in the
event Court Approval is obtained, upon the effective date
of the UCB Closing, UCB, SSI, SSSA and Cytec hereby
release and discharge the following claims: (i) claim for
reimbursement of taxes in the amount of
(euro)8,774,012.54; (ii) claim for reimbursement of taxes
in the amount of (euro)15,146,911.43; (iii) claim for
payment of (euro)366,815.82 related to interest due and
payable to certain tax authorities; (iv) claim for
reimbursement of taxes in the amount of (euro)732,901.65;
(v) claim for tax preparation fees in the amount of
(euro)50,341.68, all as more particularly described in
Exhibit A to the Proof of Claim of UCB against Solutia
dated November 24, 2004 and (vi) claim for $1,787,500 for
purchase price adjustments under the Solutia SAPA.
15. The payments required by paragraphs 1 and 11 hereof shall
be made in US dollars in immediately available funds by
wire transfer to Solutia's account at:
Citibank
111 Wall Street
New York, NY 10043-0001
Account No: 4073-7816
ABA Routing: 02100008916.
The payments required by paragraph 2 hereof shall be made in
Canadian dollars in immediately available funds by wire transfer to
SOCAN's account at:
Royal Bank of Canada
Main Branch
Toronto, Ontario, Canada
Account No: 1050756
ABA Routing: 021000021
SWIFT Code: ROYCCAT2
CHIPS UID: 055253
Transit: 00002
Bank# 0003
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16. Effective as of the later of (x) 30 calendar days after
the UCB Closing, (y) the effective date of the Court
Approval and (z) the payment to Solutia of the amounts
specified in paragraph 11 hereof, (A) each of Solutia and
SOCAN hereby releases, waives and forever discharges UCB,
SSI, SSSA and Cytec and their respective affiliates,
predecessors, successors, departments, divisions,
sections, officers, directors, employees, agents and
assigns from any and all claims for amounts due under the
Contracts for periods prior to the date hereof other than
(i) for any amounts due under such Contracts for which an
invoice has been rendered but is not yet due and payable
in accordance with its terms, (ii) for any amounts due
under such Contracts for obligations arising under such
Contracts subsequent to the last day of the most recent
period for which an invoice has been rendered under the
respective Contracts by Solutia or SOCAN, and (iii) for
any obligations pursuant to the Contracts that become due
after the date of the Court Approval, including
obligations pursuant to indemnification, hold-harmless and
similar contractual provisions in the Contracts, and (B)
each of UCB, SSI, SSSA and Cytec hereby releases, waives
and forever discharges Solutia, SOCAN ,and their
respective affiliates, predecessors, successors,
departments, divisions, sections, officers, directors,
employees, agents and assigns from any and all amounts due
under the Contracts, other than the Cure Amount, before
the date hereof and not including any obligations pursuant
to the Contracts that become due after the date hereof,
including obligations pursuant to indemnification,
hold-harmless and similar contractual provisions in the
Contracts as well as any obligation to pay (i) $2,934,104
USD allegedly due UCB, SSI or SSA from Solutia for
accounts receivable collected on behalf of UCB, SSI or SSA
and (ii) $2,753,517 allegedly due UCB,
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SSI or SSA from SOCAN for accounts receivable collected on
behalf of UCB, SSI or SSA; provided, however, that such
releases, waivers and discharges shall be subject to
Cytec's and its affiliates' performance, in all material
respects, of their respective obligations under the
Contracts from and after the UCB Closing until the
effective date of such release, waiver and discharge;
provided, further, that Solutia and/or SOCAN shall, from
and after the UCB Closing until the effective date of such
releases, waivers and discharges, give Cytec prompt notice
of any failure by Cytec or any of its affiliates to
perform, in all material respects, their respective
obligations under the Contracts.
17. In the event Court Approval is obtained, and only in the
event Court Approval is obtained, upon the effective date
of the UCB Closing, Solutia, UCB, SSI, SSSA and Cytec
agree that the amount of Working Fund held by Solutia
under the Lease and Manufacturing Agreement equals
$3,752,000 USD before the payment of the Cure Amount, and
will equal $3,234,000 USD after Solutia pays the Cure
Amount.
18. Representations and Warranties of Solutia and SOCAN.
a. Each of Solutia and SOCAN has been duly
organized and is validly existing and in
good standing under the laws of the
jurisdiction of its formation and, with
the exception of those provisions of
this Agreement that are subject to Court
Approval, has all necessary corporate
power and authority to enter into this
Agreement and to carry out its
obligations hereunder.
b. This Agreement has been duly and validly
authorized by each of Solutia and SOCAN
and, with the exception of those
provisions of this Agreement that are
subject to Court Approval, all necessary
and appropriate action has been taken by
each of Solutia and SOCAN to execute and
deliver this Agreement and to perform
its obligations hereunder.
c. This Agreement has been duly executed
and delivered by each of Solutia and
SOCAN and, assuming due authorization
and valid execution and
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delivery by the other parties hereto, is a
valid and binding obligation of each of
Solutia and SOCAN, enforceable against
each of Solutia and SOCAN in accordance
with its terms, with the exception of
those provisions of this Agreement that
are subject to Court Approval.
d. With the exception of those provisions
of this Agreement that are subject to
Court Approval, no consent, approval,
order or authorization of, or
registration, declaration or filing
with, any governmental entity is
required by or with respect to Solutia
in connection with the execution and
delivery of this Agreement by Solutia or
the performance of Solutia of the
transactions contemplated hereby, except
in connection with the Court Approval.
19. Representations and Warranties of UCB, Surface Specialties
and Surface Specialties S.A..
a. Each of UCB, Surface Specialties and
SSSA has been duly organized and is
validly existing and in good standing
under the laws of the jurisdiction of
its formation and has all necessary
corporate power and authority to enter
into this Agreement and to carry out its
obligations hereunder.
b. This Agreement has been duly and validly
authorized by each of UCB, Surface
Specialties and SSSA and all necessary
and appropriate action has been taken by
each of UCB, Surface Specialties and
SSSA to execute and deliver this
Agreement and to perform its obligations
hereunder.
c. This Agreement has been duly executed
and delivered by each of UCB, Surface
Specialties and SSSA and, assuming due
authorization and valid execution and
delivery by the other parties hereto, is
a valid and binding obligation of each
of UCB, Surface Specialties and SSSA,
enforceable against each of UCB, Surface
Specialties and SSSA in accordance with
its terms.
20. Representations and Warranties of Cytec.
a. Cytec has been duly organized and is
validly existing and in good standing
under the laws of the jurisdiction of
its formation and has all necessary
corporate power and authority to enter
into this Agreement and to carry out its
obligations hereunder.
b. This Agreement has been duly and validly
authorized by Cytec and all necessary
and appropriate action has been taken by
Cytec to execute and deliver this
Agreement and to perform its obligations
hereunder.
c. This Agreement has been duly executed
and delivered by Cytec and, assuming due
authorization and valid execution and
delivery by the other
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parties hereto, is a valid and binding
obligation of Cytec, enforceable against
Cytec in accordance with its terms.
21. Paragraphs 1, 2, 11, 12, 15, 18 through 27 of this
Agreement shall be binding upon all parties hereto
immediately upon execution of this Agreement. All other
provisions of this Agreement shall be effective only after
Court Approval is obtained.
22. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without
regard to principles of conflicts of law.
23. Except as may be required to comply with the requirements
of any applicable law and the rules and regulations of any
stock exchange upon which the securities of one of the
parties is listed, or in relation to any filing or
submission with respect to any civil, criminal,
legislative or administrative action, suit, demand, claim,
hearing, proceeding or investigation, from and after the
date hereof, no public announcement or communication shall
be made or caused to be made relating to this Agreement
unless specifically approved in writing in advance by each
party hereto.
24. This Agreement contains the entire agreement among the
parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings,
oral or written, with respect to such matters. Nothing
contained herein shall be deemed to amend, modify or
terminate, in any respect, any provision of the UCB SAPA.
25. All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall
be borne by the party incurring such costs and expenses.
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26. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original,
and all of which shall constitute one and the same
Agreement.
27. Any provision of this Agreement may be amended or waived
if, and only if, such amendment or waiver is in writing
and signed, in the case of an amendment, by each party
hereto, or in the case of a waiver, by the party against
whom the waiver is to be effective.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
UCB S.A.
By /s/ J. Van Caenegem
------------------------------------
Name: J. Van Caenegem
Title: Power of Attorney
By /s/ Mohamed Chaoui
------------------------------------
Name: Mohamed Chaoui
Title: Power of Attorney
CYTEC INDUSTRIES INC.
By /s/ Roy Smith
------------------------------------
Name: Roy Smith
Title: Vice President
SURFACE SPECIALTIES, INC.
By /s/ J. Van Caenegem
------------------------------------
Name: J. Van Caenegem
Title: Power of Attorney
By /s/ Mohamed Chaoui
------------------------------------
Name: Mohamed Chaoui
Title: Power of Attorney
20
SURFACE SPECIALTIES, S.A..
By /s/ J. Van Caenegem
------------------------------------
Name: J. Van Caenegem
Title: Power of Attorney
By /s/ Mohamed Chaoui
------------------------------------
Name: Mohamed Chaoui
Title: Power of Attorney
SOLUTIA INC.
By /s/ David P. McCool
------------------------------------
Name: David P. McCool
Title: V.P. & Deputy General Counsel
SOLUTIA CANADA, INC.
By /s/ Rene Desroches
------------------------------------
Name: Rene Desroches
Title: President