Amendment No. 1 to 364-Day Multi-Currency Credit Agreement among Solutia Inc., Citibank, N.A., and Lenders

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Summary

This agreement amends the existing 364-Day Multi-Currency Credit Agreement dated November 21, 2000, between Solutia Inc., Citibank, N.A. (as administrative agent), and a group of lenders. The amendment updates financial covenants, including the Debt to Adjusted EBITDA and Interest Coverage Ratio requirements, and revises pricing schedules. The agreement confirms that all other terms of the original credit agreement remain unchanged. The amendment is effective as of February 1, 2001, and is governed by New York law.

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EX-10.2 3 ex10p1.txt AMENDMENT NO. 1 TO CREDIT AGREEMENT Exhibit 10(2) AMENDMENT NO. 1 AMENDMENT NO. 1 (this "Agreement") dated as of February 1, --------- 2001 among: SOLUTIA INC., a Delaware corporation (the "Company"); ------- each of the lenders (the "Lenders") listed on the ------- signature pages hereof; and CITIBANK, N.A., as administrative agent under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). -------------------- The Company, the Lenders, the Syndication Agent and the Administrative Agent are parties to a 364-Day Multi-Currency Credit Agreement dated as of November 21, 2000 (the "Credit Agreement"). The ---------------- Company has requested the Lenders to amend the Credit Agreement in certain respects, and the Lenders are willing to so amend the Credit Agreement, all on the terms and conditions set forth herein. Accordingly, the parties hereto hereby agree as follows: Section 1. Definitions. Except as otherwise defined in ----------- this Agreement, terms defined in the Credit Agreement are used herein as defined therein. Section 2. Amendment to Financial Covenants. Subject to -------------------------------- the Administrative Agent's receipt of this Agreement, duly executed by each of the Company, the Majority Lenders and the Administrative Agent, but effective as of the date hereof: A. Pricing Changes. Schedules 2A and 2B to the Credit --------------- Agreement are amended to read in their entirety as set forth on Schedules 2A and 2B hereto. B. Financial Covenants. Section 5.03 of the Credit ------------------- Agreement is amended to read in its entirety as follows: "SECTION 5.03. Financial Covenants. So long as ------------------- any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Company shall not: (a) Debt to Adjusted EBITDA. Permit the ----------------------- Debt to Adjusted EBITDA Ratio to exceed: (1) at any time on or prior to June 30, 2001, 3.50 to 1.00; (2) at any time from (and including) July 1, 2001 to (and including) December 30, 2001, 3.75 to 1.00; and (3) at any time from and after December 31, 2001, 3.50 to 1.00. (b) Interest Coverage Ratio. Permit the ----------------------- Interest Coverage Ratio to be less than: AMENDMENT NO. 1 (SOLUTIA 364-DAY CREDIT AGREEMENT) - 2 - (1) at any time on or prior to (and including) December 31, 2000, 4.50 to 1.00; (2) at any time from (and including) January 1, 2001 to (and including) June 30, 2001, 3.75 to 1.00; (3) at any time from (and including) July 1, 2001 to (and including) September 30, 2001, 3.50 to 1.00; (4) at any time from (and including) October 1, 2001 to (and including) December 31, 2001, 3.75 to 1.00; (5) at any time from (and including) January 1, 2002 to (and including) March 31, 2002, 4.00 to 1.00; and (6) at any time from and after April 1, 2002, 4.50 to 1.00." Section 3. Representations and Warranties. The Company ------------------------------ hereby represents and warrants to the Administrative Agent and the Lenders that: (a) the representations and warranties contained in the Credit Agreement (except the Excluded Representations) are correct on and as of the date hereof, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); and (b) no event has occurred and is continuing that constitutes a Default or an Event of Default. Section 4. Miscellaneous. Except as herein provided, the ------------- Credit Agreement shall remain unchanged and in full force and effect. 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. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. [remainder of page intentionally blank] AMENDMENT NO. 1 (SOLUTIA 364-DAY CREDIT AGREEMENT) - 3 - IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. SOLUTIA INC. By: /s/ Kevin Wilson ------------------------------------------ Name: Kevin Wilson Title: Vice President & Treasurer CITIBANK, N.A., as Administrative Agent By: /s/ Wajeeh Faheem ------------------------------------------ Name: Wajeeh Faheem Title: Vice President AMENDMENT NO. 1 (SOLUTIA 364-DAY CREDIT AGREEMENT) - 4 - COMMITMENTS THE LENDERS ----------- ----------- $30,000,000.00 CITIBANK, N.A. By: /s/ Wajeeh Faheem ------------------------------------------- Name: Wajeeh Faheem Title: Vice President $25,000,000.00 BANK OF AMERICA, N.A. By: /s/ David Noda ------------------------------------------- Name: David Noda Title: Managing Director $22,500,000.00 ABN AMRO BANK N.V. By: /s/ Steven M. Buehler ------------------------------------------- Name: Steven Buehler Title: Vice President By: /s/ Angela Noique ------------------------------------------- Name: Angela Noique Title: Vice President $20,000,000.00 THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH By: /s/ Hisashi Miyashiro ------------------------------------------- Name: Hisashi Miyashiro Title: Deputy General Manager AMENDMENT NO. 1 (SOLUTIA 364-DAY CREDIT AGREEMENT) - 5 - $20,000,000.00 BANK ONE, NA (MAIN OFFICE CHICAGO) By: /s/ William J. Oleferchik ------------------------------------------- Name: William J. Oleferchik Title: Director $20,000,000.00 THE CHASE MANHATTAN BANK By: /s/ Lawrence Palumbo, Jr. ------------------------------------------- Name: Lawrence Palumbo, Jr. Title: Vice President $20,000,000.00 DEUTSCHE BANK AG NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH By: /s/ Jean M. Hannigan ------------------------------------------- Name: Jean M. Hannigan Title: Director By: /s/ Stephanie Strohe ------------------------------------------- Name: Stephanie Strohe Title: Associate $20,000,000.00 HSBC BANK, USA By: /s/ Christopher M. Samms ------------------------------------------- Name: Christopher M. Samms Title: Officer #9426, First V.P. AMENDMENT NO. 1 (SOLUTIA 364-DAY CREDIT AGREEMENT) - 6 - $20,000,000.00 KBC BANK N.V. By: /s/ R. Snauffer ------------------------------------------- Name: Robert Snauffer Title: First Vice President By: /s/ Patrick A. Janssens ------------------------------------------- Name: Patrick A. Janssens Title: Vice President $20,000,000.00 THE NORTHERN TRUST COMPANY By: /s/ A. Bhagwat ------------------------------------------- Name: Ashish S. Bhagwat Title: Second Vice President $20,000,000.00 WACHOVIA BANK, N.A. By: /s/ Robert Wilson ------------------------------------------- Name: Robert Wilson Title: Vice President $12,500,000.00 MELLON BANK, N.A. By: /s/ Charles Frankenberry ------------------------------------------- Name: Charles E. Frankenberry Title: Vice President AMENDMENT NO. 1 (SOLUTIA 364-DAY CREDIT AGREEMENT) SCHEDULE 2A Pricing Grid ------------ "Applicable Margin" means, for any A Advance (whether ----------------- denominated in Dollars or Euros) that is a Eurocurrency Rate Advance for any period during which the Rated Securities are within any Rating Level set forth below, the rate set forth below opposite the reference to such Rating Level: Rating Level Applicable Margin (p.a.) ------------ ------------------------ Rating Level 1 0.330% Rating Level 2 0.415% Rating Level 3 0.575% Rating Level 4 0.750% Rating Level 5 0.975% Rating Level 6 1.125%; provided that, if the ratings of the Rated Securities established by S&P and Moody's shall fall within different Rating Levels, the Applicable Margin shall be determined by reference to the higher of the two Rating Levels (except that, if the lower such Rating Level is more than one Rating Level below the higher such Rating Level, the Applicable Margin shall be determined by reference to the Rating Level that is one Rating Level higher than the lower such Rating Level). Each change in the Applicable Margin resulting from a Rating Level Change shall be effective on the effective date of such Rating Level Change. "Facility Fee Rate" means, for any period during which the ----------------- Rated Securities are within any Rating Level set forth below, the rate set forth below opposite the reference to such Rating Level: Rating Level Facility Fee Rate (p.a.) ------------ ------------------------ Rating Level 1 0.070% Rating Level 2 0.085% Rating Level 3 0.100% Rating Level 4 0.125% Rating Level 5 0.150% Rating Level 6 0.250%; provided that, if the ratings of the Rated Securities established by S&P and Moody's shall fall within different Rating Levels, the Facility Fee Rate shall be determined by reference to the higher of the two Rating Levels (except that, if the lower such Rating Level is more than one Rating Level below the higher such Rating Level, the Facility Fee Rate shall be determined by reference to the Rating Level that is one Rating Level higher than the lower such Rating Level). Each change in the Facility Fee Rate resulting from a Rating Level Change shall be effective on the effective date of such Rating Level Change. AMENDMENT NO. 1 (SOLUTIA 364-DAY CREDIT AGREEMENT) - 2 - "Utilization Fee Rate" means, for any period during which -------------------- the Rated Securities are within any Rating Level set forth below, the rate set forth below opposite the reference to such Rating Level: Rating Level Utilization Fee Rate (p.a.) ------------ --------------------------- Rating Level 1 0.125% Rating Level 2 0.125% Rating Level 3 0.125% Rating Level 4 0.125% Rating Level 5 0.125% Rating Level 6 0.250%; provided that, if the ratings of the Rated Securities established by S&P and Moody's shall fall within different Rating Levels, the Utilization Fee Rate shall be determined by reference to the higher of the two Rating Levels (except that, if the lower such Rating Level is more than one Rating Level below the higher such Rating Level, the Utilization Fee Rate shall be determined by reference to the Rating Level that is one Rating Level higher than the lower such Rating Level). Each change in the Utilization Fee Rate resulting from a Rating Level Change shall be effective on the effective date of such Rating Level Change. AMENDMENT NO. 1 (SOLUTIA 364-DAY CREDIT AGREEMENT) SCHEDULE 2B SOLUTIA INC.(1) $250MM 364-DAY REVOLVING CREDIT FACILITY PRICING GRID
- ----------------------------------------------------------------------------------------------------------------------------------- LEVEL 1 LEVEL 2 LEVEL 3 LEVEL 4 LEVEL 5 LEVEL 6 BASIS FOR Long Term Senior Long Term Senior Long Term Senior Long Term Senior Long Term Senior Long Term Senior PRICING(2) Unsecured Debt Unsecured Debt Unsecured Debt Unsecured Debt Unsecured Debt Unsecured Debt Rated At Least A Rated Less Than Rated Less Than Rated Less Than Rated Less Than Rated Lower Than By Standard & Level 1 But At Level 2 But At Level 3 But At Level 4 But At Level 5 Or Not Poor's or A2 By Least A- By Least BBB+ By Least BBB By Least BBB- By Rated. -- Moody's Standard & Poor's Standard & Poor's Standard & Poor's Standard & Poor's or A3 By or Baa1 By or Baa2 By or Baa3 By -- -- -- -- Moody's Moody's Moody's Moody's - ----------------------------------------------------------------------------------------------------------------------------------- FACILITY FEE 7.0 bps 8.5 bps 10.0 bps 12.5 bps 15.0 bps 25.0 bps - ----------------------------------------------------------------------------------------------------------------------------------- APPLICABLE 33.0 bps 41.5 bps 57.5 bps 75.0 bps 97.5 bps 112.5 bps MARGIN - ----------------------------------------------------------------------------------------------------------------------------------- DRAWN COST(3) LIBOR + 40.0 bps LIBOR + 50.0 bps LIBOR + 67.5 bps LIBOR + 87.5 bps LIBOR + 112.5 LIBOR + 137.5 bps bps - ----------------------------------------------------------------------------------------------------------------------------------- UTILIZATION FEE USAGE GREATER 12.5 bps 12.5 bps 12.5 bps 12.5 bps 12.5 bps 25.0 bps THAN 33% - ----------------------------------------------------------------------------------------------------------------------------------- FULLY DRAWN LIBOR + 52.5 bps LIBOR + 62.5 bps LIBOR + 80.0 bps LIBOR + 100.0 LIBOR + 125.0 LIBOR + 162.5 COST(4) bps bps bps - ----------------------------------------------------------------------------------------------------------------------------------- (1) This pricing grid is intended to be a summary of the Applicable Margin, Facility Fee Rate and Rating Level definitions in the Credit Agreement. In the event of any inconsistency between this pricing grid and the actual terms of the Credit Agreement (including the definitions set forth on Schedule 2A), the terms of the Credit Agreement shall control and govern. (2) If Solutia Inc. is split-rated and the ratings fall in different Rating Levels, the higher of the two Rating Levels will apply (except that, if the lower such Rating Level is more than one Rating Level below the higher such Rating Level, the Rating Level that is one Rating Level higher than the lower such Rating Level will apply). (3) Facility Fee plus Applicable Margin. (4) Drawn Cost plus Utilization Fee.
AMENDMENT NO. 1 (SOLUTIA 364-DAY CREDIT AGREEMENT)