8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 9, 2009

SOLUTIA INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State of Incorporation)

001-13255	43-1781797
(Commission File Number)	(IRS Employer Identification No.)

575 Maryville Centre Drive, P.O. Box 66760, St. Louis, Missouri	63166-6760
(Address of principal executive offices)	(Zip Code)

(314) 674-1000

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Issuance of Senior Notes due 2017

On October 15, 2009, Solutia Inc. (the “Company”) completed the sale of $400,000,000 in aggregate principal amount of 8.75% senior notes due 2017 (the “Notes”).  In connection therewith, the Company entered into the following agreements:

Underwriting Agreement

On October 9, 2009, the Company (and the subsidiary guarantors party thereto) entered into an underwriting agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc., for themselves and acting as representatives of the several underwriters identified therein (collectively, the “Underwriters”) with respect to the offering of the Notes. The Notes were offered pursuant to a prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended, in connection with the Company’s registration statement on Form S-3, as amended (Registration Statement No. 333-160834).   Pursuant to the Agreement, the Underwriters agreed to purchase the Notes subject to certain closing conditions. The Company, among other things, agreed not to, without the prior written consent of Deutsche Bank Securities Inc., issue or sell securities similar to the Notes for 30 days after the date of the Agreement.  The Agreement also contains standard indemnification rights and obligations of the Company and the Underwriters. One or more of the Underwriters or their affiliates have either provided investment banking services to the Company in the past or may do so in the future. The Underwriters receive customary fees and commissions for these services.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The above description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Indenture

On October 15, 2009, the Company (and the subsidiary guarantors party thereto) entered into a base indenture (the “Base Indenture”), dated the same date, with The Bank of New York Mellon Trust Company, N.A. as trustee (the “Trustee”) providing for the issuance of notes generally.  The terms of the Notes are reflected in the First Supplemental Indenture (the “Supplemental Indenture” and with the Base Indenture, the “Indenture”) thereto, dated the same date, among the Company, the subsidiary guarantors party thereto and the Trustee. The Supplemental Indenture provides, among other things, that the Notes will be senior unsecured obligations of the Company.  Interest is payable on the Notes on each May 1 and November 1, commencing May 1, 2010.  The Company may redeem some or all of the Notes at any time prior to November 1, 2013 at a price equal to 100% of the principal amount of the Notes redeemed plus an applicable make-whole premium. On or after November 1, 2013, the Company may redeem some or all of the Notes at redemption prices set forth in the Supplemental Indenture. In addition, at any time prior to November 1, 2013, the Company may redeem up to 35% of the aggregate principal amount of the Notes at a redemption price of 108.75% of the principal amount of the Notes redeemed with the net cash proceeds of certain equity offerings.

The Company’s payment obligations under the Notes are fully and unconditionally guaranteed on an unsecured senior basis by certain domestic subsidiaries.  The Notes are not guaranteed by any of the Company’s foreign subsidiaries.

The terms of the Indenture, among other things, limit the ability of the Company to incur additional debt and issue preferred stock; pay dividends or make other restricted payments; make certain investments; create liens; allow restrictions on the ability of certain of its subsidiaries to pay dividends or make other payments to it; sell assets; merge or consolidate with other entities; and enter into transactions with affiliates.

Subject to certain limitations, in the event of a change of control of the Company, the Company will be required to make an offer to purchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to the date of repurchase.

The Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest; breach of other agreements in the Indenture; failure to pay certain other indebtedness; failure to pay certain final judgments; failure of certain guarantees to be enforceable; and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding series of Notes may declare all the Notes of such series to be due and payable immediately.

Copies of the Base Indenture and the Supplemental Indenture are attached hereto as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein. The above description of the material terms of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to such exhibits.

Credit Agreement Amendments

Amendments

On October 15, 2009, the Company entered into amendments (the “Amendments”) to (i) that certain $450,000,000 Credit Agreement dated as of February 28, 2008 among the Company, as U.S. borrower, Solutia Europe SPRL/BVA and Flexsys SA/NV, as European borrowers, the lenders named therein, and Citibank, N.A. as administrative agent and as collateral agent (the “ABL Facility”), and (ii) that certain $1,200,000,000 Credit Agreement dated as of February 28, 2008 (the “Term Loan Facility”) among the Company, as borrower, the lenders named therein, and Citibank, N.A. as administrative agent and as collateral agent.

The Amendment to the ABL Facility, among other things, (1) permitted U.S. loan parties to issue notes that are unsecured or secured by a junior lien so long as a portion of the proceeds equal to the greater of (x) $200.0 million and (y) $100.0 million less than the aggregate amount of the notes are used to prepay the term loans; (2) amended the existing unsecured debt basket to permit up to $300.0 million of such debt to be secured by a junior lien; (3) provided for amendments to the intercreditor agreement in connection with the foregoing; (4) reduced the letter of credit sublimit to $125.0 million from $175.0 million; (5) increased the cap on receivables subject to factoring by the U.S. Borrower or any of its restricted subsidiaries to $30.0 million from $15.0 million; (5) increased the basket for debt of any non-guarantor restricted subsidiary to $75.0 million from $50.0 million and expanded the basket to include other types of debt; (6) increased the amounts allowable of investments in non-loan parties; (7) increased the basket for investments in non-guarantor restricted subsidiaries or in European loan parties to $125.0 million from $100.0 million; (8) permitted the sale or transfer of certain specified businesses to a joint venture or any other third party; (9) permitted the transfer of assets from loan parties to non-loan parties in an amount equal to (i) $50.0 million plus (ii) $200.0 million in the case of assets acquired, (10) permitted the transfer of Brazilian and Japanese subsidiaries of Monchem International, Inc. to non-loan parties; (11)  permitted other intercompany transfers, (12) provided that fair market value for purposes of investments and certain asset sales will be calculated net of assumed liabilities; and (13) reset the cap in the general asset sale basket.

The Amendment to the Term Loan Facility made similar changes and in addition, among other things, (i) amended the add-back for restructuring charges in the “Consolidated EBITDA” definition to permit up to $75.0 million in restructuring charges in the aggregate, (ii) amended “Excess Cash Flow” to exclude currency valuation impacts on working capital and make adjustments for cash payments relating to pension plan contributions, other post-employment benefits and environmental liabilities; (iii) increased the basket for “Permitted Acquisitions” of non-loan parties from $100.0 million to $200.0 million; and (iv) reset “Total Leverage Ratio” covenant levels for test periods through September 30, 2011, as follows:

Date	Ratio
September 30, 2009	4.50:1.00
December 31, 2009	4.50:1.00
March 31, 2010	4.50:1.00
June 30, 2010	4.50:1.00
September 30, 2010	4.50:1.00
December 31, 2010	4.50:1.00
March 31, 2011	4.25:1.00
June 30, 2011	4.00:1.00
September 30, 2011	3.75:1.00

The Amendments, including a previous amendment to the Revolving Credit Facility, are attached as Exhibits 10.1 to 10.3 hereto and are incorporated by reference herein. The above description of the material terms of the Amendments does not purport to be complete and is qualified in its entirety by reference to such exhibits.

Intercreditor Agreement

In addition, the Company and certain of its subsidiaries, Citibank, N.A., as administrative agent and collateral agent under the Term Loan Facility, and Citibank, N.A., as administrative agent and collateral agent under the ABL Facility, have also entered into an amended Intercreditor Agreement that sets forth the rights of such agents in the collateral described herein, including the relative lien priorities of the agents, restrictions on enforcement against the collateral, access rights, application of proceeds and restrictions on amendments of the loan documents. These changes were made in connection with the amendments described in numbered clauses (1) to (3) above. The description of the amended Intercreditor Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.4 to this report and incorporated herein by reference.

 ITEM 2.03   Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

 The information under “Indenture” in Item 1.01 above is incorporated herein by reference.

 ITEM 9.01 Financial Statements and Exhibits.

(c) Exhibits:

Exhibit Number

1.1	Underwriting Agreement dated October 9, 2009, between the Company, the subsidiary guarantors party thereto and Deutsche Bank Securities Inc., as representative of the several Underwriters.
4.1	Indenture dated October 15, 2009, by and between the Company, the subsidiary guarantors and the Trustee.
4.2	First Supplemental Indenture to the Indenture dated October 15, 2009, by and between the Company, the subsidiary guarantors and the Trustee.
10.1	First Amendment dated as of  May 29, 2009, to the Credit Agreement, dated as of February 28, 2008, among Solutia Inc., Solutia Europe SPRL/BVBA, Flexsys SA/NV, and Citibank, N.A., as administrative agent for the lenders.
10.2	Second Amendment dated as of October 15, 2009, to the Credit Agreement, dated as of February 28, 2008, to Credit Agreement dated as of May 29, 2009 among  Solutia Inc., Solutia Europe SPRL/BVBA, Flexsys SA/NV, and Citibank, N.A., as administrative agent for the lenders.
10.3	First Amendment, dated as of October 15, 2009, to the Credit Agreement, dated as of February 28, 2008 among Solutia Inc., the lending institutions party thereto and Citibank, N.A., as administrative agent for the lenders.
10.4	Amended Intercreditor Agreement, dated as of October 15, 2009, by and among Solutia Inc., each of the subsidiaries from time to time party thereto, Citibank, N.A., in its capacity as administrative agent and collateral agent for the holders of the Term Loan Obligations, and Citibank, N.A., in its capacity as administrative agent and collateral agent for the holders of the Revolving Credit Obligations.

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

SOLUTIA INC.

(Registrant)

/s/ Paul J. Berra, III

Senior Vice President, General Counsel,

and Chief Administrative Officer

DATE: October 15, 2009

Exhibit Table

1.1	Underwriting Agreement dated October 9, 2009, between the Company, the subsidiary guarantors party thereto and Deutsche Bank Securities Inc., as representative of the several Underwriters.
4.1	Indenture dated October 15, 2009, by and between the Company, the subsidiary guarantors and the Trustee.
4.2	First Supplemental Indenture to the Indenture dated October 15, 2009, by and between the Company, the subsidiary guarantors and the Trustee.
10.1	First Amendment dated as of  May 29, 2009, to the Credit Agreement, dated as of February 28, 2008, among Solutia Inc., Solutia Europe SPRL/BVBA, Flexsys SA/NV, and Citibank, N.A., as administrative agent for the lenders.
10.2	Second Amendment dated as of October 15, 2009, to the Credit Agreement, dated as of February 28, 2008, to Credit Agreement dated as of May 29, 2009 among  Solutia Inc., Solutia Europe SPRL/BVBA, Flexsys SA/NV, and Citibank, N.A., as administrative agent for the lenders.
10.3	First Amendment, dated as of October 15, 2009, to the Credit Agreement, dated as of February 28, 2008 among Solutia Inc., the lending institutions party thereto and Citibank, N.A., as administrative agent for the lenders.
10.4	Amended Intercreditor Agreement, dated as of October 15, 2009, by and among Solutia Inc., each of the subsidiaries from time to time party thereto, Citibank, N.A., in its capacity as administrative agent and collateral agent for the holders of the Term Loan Obligations, and Citibank, N.A., in its capacity as administrative agent and collateral agent for the holders of the Revolving Credit Obligations.

EX-1.1

EXHIBIT 1.1
 

Solutia Inc.

$400,000,000

8.75% Senior Notes due 2017

UNDERWRITING AGREEMENT

October 9, 2009

Deutsche Bank Securities Inc.

As Representative of the

    Several Underwriters named in Schedule I hereto

60 Wall Street, 4th Floor

New York, New York  10005

Ladies and Gentlemen:

Solutia Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) $400,000,000 aggregate principal amount of its 8.75% Senior Notes due 2017 (the “Notes”).  The respective principal amounts of the Notes to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.  The Notes are to be issued under an indenture (the “Indenture”) to be dated as of October 15, 2009, by and among the Company, the guarantors party thereto listed on Schedule II hereto (the “Guarantors” and, together with the Company, the “Issuers”) and The Bank of New York Mellon Trust Company, as Trustee (the “Trustee”).  The Company’s obligations under the Notes and the Indenture will be fully and unconditionally guaranteed, jointly and severally (the “Guarantees”), by each of the Guarantors; any reference herein to the Notes shall include a reference to the related Guarantees.

As the Representative, you have advised the Company (a) that you are authorized to enter into this Agreement on behalf of the several Underwriters, and (b) that the several Underwriters are willing, acting severally and not jointly, to purchase the principal amount of Notes set forth opposite their respective names in Schedule I.

In consideration of the mutual agreements contained herein and of the interests of the parties in the transactions contemplated hereby, the parties hereto agree as follows:

1.Representations and Warranties of the Company.

The Issuers, jointly and severally, represent and warrant to each of the Underwriters as follows:

(a)An “automatic shelf registration statement” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No. 333-160834) in respect of the Notes, including a form of prospectus (the “Base Prospectus”), has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements of the Act and the rules and regulations (the “Rules and Regulations”) of

the Securities and Exchange Commission (the “Commission”) thereunder.  By a post-effective amendment dated October 5, 2009, the Company has added the Guarantors as additional registrants and the Guarantees as an additional class of securities to the Registration Statement.  The Issuers and the transactions contemplated by this Agreement meet the requirements of, and comply with the conditions for the use of, Form S-3 under the Act.  Such registration statement, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or 430C under the Act, is herein referred to as the “Registration Statement.”  The Registration Statement became effective upon filing under Rule 462(e) under the Act on July 27, 2009.  If the Issuers have filed a post-effective amendment pursuant to Rules 413(b) and 462(e) under the Act, then any reference herein to the term “Registration Statement” shall be deemed to include such post-effective amendment.  As used herein, the term “Prospectus” means the form of prospectus relating to the Notes first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Act and in accordance with Section 4(a) hereof.  The Base Prospectus, as supplemented by each preliminary prospectus (including any preliminary prospectus supplement) relating to the Notes filed with the Commission pursuant to Rule 424(b) under the Act, including the documents incorporated by reference in the Base Prospectus is herein referred to as a “Preliminary Prospectus.”  Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend,” “amendment” or supplement with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act, and prior to the termination of the offering of the Notes by the Underwriters.

(b)As of the Applicable Time (as defined below) and as of the Closing Date, neither (i) the General Use Free Writing Prospectus(es) (as defined below) and Preliminary Prospectus (as defined below) (collectively, the “General Disclosure Package”) nor (ii) any individual Limited Use Free Writing Prospectus (as defined below), when considered together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Limited Use Free Writing Prospectus, included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Issuers make no representations or warranties as to information contained in or omitted from any Issuer Free Writing Prospectus, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of any Underwriter through the Representative, specifically for use therein, it being understood and agreed that the only such information is that described in Section 12.  As used in this Agreement:

“Applicable Time” means 8:30am (Eastern time) on the date of this Agreement.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the Act, relating to the Notes in the form filed or required to be filed

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with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Act.

“General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is identified on Schedule III to this Agreement.

“Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Free Writing Prospectus.

(c)Each Issuer has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of organization, with corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus.  The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement (the “Subsidiaries”).  Each of the Subsidiaries has been duly organized and is validly existing as an entity and in good standing under the laws of the jurisdiction of its incorporation or organization, with all requisite power and authority to own or lease its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus except with respect to Subsidiaries that are not Guarantors, to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as defined below).  The Company and each of the Subsidiaries are duly qualified to transact business in all jurisdictions in which the conduct of their business requires such qualification, except with respect to Subsidiaries that are not Guarantors, where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect.  The outstanding shares of capital stock or ownership interests of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company or another Subsidiary free and clear of all liens, encumbrances and equities and claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in the Subsidiaries are outstanding.

(d)The Company has an authorized capitalization set forth under the caption “Capitalization” in the Registration Statement, the Preliminary Prospectus and the Prospectus (and any similar section or information contained in the General Disclosure Package).  The outstanding shares of common stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and no preemptive rights of stockholders exist with respect to any of the Notes or the issue and sale thereof.

(e)The Commission has not issued an order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus relating to the proposed offering of the Notes, and no proceeding for that purpose or pursuant to Section 8A of the Act has been instituted or, to the Company’s knowledge, threatened by the Commission.  The Registration Statement contains, and the Prospectus and any amendments or supplements thereto will contain, all statements which are required to be stated therein by, and will conform to, the requirements of the Act, the Trust Indenture Act and the Rules and Regulations.  The documents incorporated, or to be incorporated, by refer-

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ence in the Prospectus, at the time filed with the Commission conformed or will conform to the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”).  The Registration Statement and any amendment thereto do not contain, and will not contain, any untrue statement of a material fact and do not omit, and will not omit, to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.  The Prospectus and any amendments and supplements thereto do not contain, and will not contain, any untrue statement of a material fact, and do not omit, and will not omit, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Issuers make no representations or warranties as to information contained in or omitted from the Registration Statement or the Prospectus, or any such amendment or supplement, in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of any Underwriter through the Representative, specifically for use therein, it being understood and agreed that the only such information is that described in Section 12.

(f)Each Issuer Free Writing Prospectus, as of its date and at all subsequent times through the completion of the public offer and sale of the Notes or until any earlier date that the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, any Preliminary Prospectus not superseded or modified or the Prospectus, including any document incorporated by reference and any Prospectus Supplement deemed to be a part thereof that has not been superseded or modified.

(g)The Issuers have not, directly or indirectly, distributed and will not distribute any offering material in connection with the offering and sale of the Notes other than any Preliminary Prospectus, the Prospectus, the General Use Free Writing Prospectus(es) and each Limited Use Free Writing Prospectus approved in writing in advance by the Representative and other materials, if any, permitted under the Act and consistent with Section 4(b) below.  To the extent it is required to do so, the Company will file with the Commission all Issuer Free Writing Prospectuses in the time and manner required under Rules 163(b)(2) and 433(d) under the Act.

(h)(i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) under the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (iii) at the time the Issuers or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Notes in reliance on the exemption of Rule 163 under the Act and (iv) at the date hereof, the Company is a “well-known seasoned issuer” as defined in Rule 405 under the Act.  The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Act objecting to the use of the automatic shelf registration form.

(i)(i) At the earliest time after the filing the Registration Statement that the Issuers or another offering participant made a bona fide offer (within the meaning of Rule

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164(h)(2) under the Act) of the Notes and (ii) as of the date hereof (with such date being used as the determination date for purposes of this clause (ii)), none of the Issuers was or is an “ineligible issuer” (as defined in Rule 405 under the Act, without taking into account any determination by the Commission pursuant to Rule 405 under the Act that it is not necessary that any such Issuer be considered an ineligible issuer), including, without limitation, for purposes of Rules 164 and 433 under the Act with respect to the offering of the Notes as contemplated by the Registration Statement.

(j)The financial statements of the Company and its consolidated Subsidiaries, together with related notes and schedules as set forth or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly the financial position and the results of operations and cash flows of the Company and the consolidated Subsidiaries, at the indicated dates and for the indicated periods.  Such financial statements and related schedules have been prepared in accordance with generally accepted principles of accounting (“GAAP”), consistently applied throughout the periods involved, except as disclosed therein, and all adjustments necessary for a fair presentation of results for such periods have been made.  The summary and selected consolidated financial and statistical data included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus presents fairly in all material respects the information shown therein and such data has been compiled on a basis consistent with the financial statements presented therein and the books and records of the Company.  All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the Rules and Regulations) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable.  The Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not disclosed in the Registration Statement, the General Disclosure Package and the Prospectus.  There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus that are not included as required.

(k)Deloitte & Touche LLP, who have certified certain of the financial statements filed with the Commission as part of, or incorporated by reference in, the Registration Statement, the General Disclosure Package and the Prospectus, is an independent registered public accounting firm with respect to the Company and the Subsidiaries within the meaning of the Act and the applicable Rules and Regulations and the Public Company Accounting Oversight Board (United States) (the “PCAOB”).

(l)Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of the Subsidiaries is aware of (i) any material weakness in its internal control over financial reporting or (ii) change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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(m)Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the Commission and the New York Stock Exchange thereunder (the “Sarbanes-Oxley Act”) has been applicable to the Company, there is and has been no failure on the part of the Company to comply in all material respects with any provision of the Sarbanes-Oxley Act.  The Company has taken all necessary actions to ensure that it is in compliance with all provisions of the Sarbanes-Oxley Act that are in effect and with which the Company is required to comply.

(n)There is no action, suit, claim or proceeding pending or, to the knowledge of the Company, threatened against the Company or any of the Subsidiaries before any court or administrative agency or otherwise which if determined adversely to the Company or any of the Subsidiaries would either (i) have, individually or in the aggregate, a material adverse effect on the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and of the Subsidiaries taken as a whole or (ii) prevent the consummation of the transactions contemplated hereby (the occurrence of any such effect or any such prevention described in the foregoing clauses (i) and (ii) being referred to as a “Material Adverse Effect”), except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus.

(o)The Company and the Subsidiaries have good and marketable title to all of the properties and assets reflected in the consolidated financial statements hereinabove described or described in the Registration Statement, the General Disclosure Package and the Prospectus, subject to no lien, mortgage, pledge, charge or encumbrance of any kind except those reflected in such financial statements or described in the Registration Statement, the General Disclosure Package and the Prospectus or which would not reasonably be expected to have a Material Adverse Effect.  The Company and the Subsidiaries occupy their leased properties under valid and binding leases conforming in all material respects to the description thereof set forth in the Registration Statement, the General Disclosure Package and the Prospectus.

(p)The Company and the Subsidiaries have filed all Federal, State, local and foreign tax returns which have been required to be filed and have paid all taxes indicated by such returns and all assessments received by them or any of them to the extent that such taxes have become due and are not being contested in good faith and for which an adequate reserve for accrual has been established in accordance with GAAP, except as would not have a Material Adverse Effect.  All material tax liabilities have been adequately provided for in the financial statements of the Company and its consolidated Subsidiaries, and the Company does not know of any actual or proposed additional material tax assessments.

(q)Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, as each may be amended or supplemented, there has not been any Material Adverse Effect, whether or not occurring in the ordinary course of business, and there has not been any material transaction entered into or any material transaction that is probable of being entered into by the Company or the Subsidiaries, other than transactions in the ordinary course of business and changes and transactions described in the Registration Statement, the General Disclosure Package and the Prospectus, as each may be amended or supplemented.  The Company and the Subsidiaries have no material

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contingent obligations which are not disclosed in the financial statements of the Company and its consolidated Subsidiaries which are included in the Registration Statement, the General Disclosure Package and the Prospectus.  Except as disclosed in the General Disclosure Package and the Prospectus, there are no outstanding guarantees or other contingent obligations of the Company or any Subsidiary that could reasonably be expected to have a Material Adverse Effect.

(r)Neither the Company nor any of the Subsidiaries is or with the giving of notice or lapse of time or both, will be, (i) in violation of its certificate or articles of incorporation, by-laws, certificate of formation, limited liability agreement, partnership agreement or other organizational documents or (ii) in violation of or in default under any agreement, lease, contract, indenture or other instrument or obligation to which it is a party or by which it, or any of its properties, is bound and, solely with respect to this clause (ii), which violation or default would, individually or in the aggregate, have a Material Adverse Effect.  The execution and delivery of this Agreement and the Indenture and the fulfillment of the terms hereof by the Company and, to the Company’s knowledge, the consummation of the transactions herein contemplated (including, without limitation, the issuance and sale of the Notes to the Underwriters) will not conflict with or result in a breach of (i) any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties is bound, (ii) the certificate or articles of incorporation or by-laws of the Company or (iii) any law, order, rule or regulation judgment, order, writ or decree applicable to the Company or any Subsidiary of any court or of any government, regulatory body or administrative agency or other governmental body having jurisdiction, except with respect to clauses (i) and (iii) to the extent that such conflict, breach or default would not, individually or in the aggregate, have a Material Adverse Effect.

(s)The execution and delivery of, and the performance by the Company and each Guarantor of its obligations under, this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Company and each Guarantor, and this Agreement has been duly executed and delivered by the Company and each Guarantor.

(t)The Company has all requisite corporate power and authority to execute, deliver and perform each of its obligations under the Notes.  The Notes, when issued, will be in the form contemplated by the Indenture.  The Notes have been duly and validly authorized by the Company and, when executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and when delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will constitute valid and legally binding obligations of the Company, entitled to the benefits of the Indenture, and enforceable against the Company in accordance with their terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”).

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(u)Each Guarantor has all requisite corporate power and authority to execute, deliver and perform each of their obligations under the Guarantees.  The Guarantees, when issued, will be in the form contemplated by the Indenture.  The Guarantees have been duly and validly authorized by each Guarantor and, when executed by each Guarantor and when the Notes are authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, the Guarantees will constitute valid and legally binding obligations of each Guarantor, entitled to the benefits of the Indenture, and enforceable against each Guarantor in accordance with their terms, except that the enforcement thereof may be subject to the Enforceability Exceptions.

(v)The Company and each Guarantor have all requisite corporate power and authority to execute, deliver and perform their obligations under the Indenture.  The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).  The Indenture has been duly and validly authorized by the Company and each Guarantor and, when executed and delivered by the Company and each Guarantor (assuming the due authorization, execution and delivery by the Trustee), will constitute a valid and legally binding agreement of the Company and each Guarantor, enforceable against the Company and each Guarantor in accordance with its terms, except that the enforcement thereof may be subject to the Enforceability Exceptions.

(w)Each approval, consent, order, authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the consummation of the transactions herein contemplated (except such additional steps as may be required by the Commission, the Financial Industry Regulatory Authority, Inc. (“FINRA”) or such additional steps as may be necessary to qualify the Notes for public offering by the Underwriters under state securities or “Blue Sky” laws) has been obtained or made and is in full force and effect.

(x)The Company and each of the Subsidiaries hold all material licenses, certificates and permits from governmental authorities which are necessary to the conduct of their businesses; the Company and the Subsidiaries each own or possess the right to use all patents, patent rights, trademarks, trade names, service marks, service names, copyrights, license rights, know-how (including trade secrets and other unpatented and unpatentable proprietary or confidential information, systems or procedures) and other intellectual property rights (“Intellectual Property”) necessary to carry on their business in all material respects; neither the Company nor any of the Subsidiaries has infringed, and none of the Company or the Subsidiaries have received notice of conflict with, any Intellectual Property of any other person or entity.  The Company has taken all reasonable steps necessary to secure interests in such Intellectual Property from its contractors.  There are no outstanding options, licenses or agreements of any kind relating to the Intellectual Property of the Company that are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus and are not described in all material respects.  The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in the Prospectus and are not so described in all material respects.  None

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of the technology employed by the Company has been obtained or is being used by the Company in violation of any material contractual obligation binding on the Company or any of its officers, directors or employees or otherwise in violation of the rights of any persons; the Company has not received any written or oral communications alleging that the Company has violated, infringed or conflicted with, or, by conducting its business as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, would violate, infringe or conflict with, any of the Intellectual Property of any other person or entity, except to the extent such violation, infringement or conflict would not, individually or in the aggregate, have a Material Adverse Effect.

(y)Neither the Company, nor to the Company’s knowledge, any of its affiliates, has taken or may take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Notes.  The Company acknowledges that the Underwriters may engage in passive market making transactions in the Notes in accordance with Regulation M under the Exchange Act.

(z)Neither the Company nor any Subsidiary is or, after giving effect to the offering and sale of the Notes contemplated hereunder and the application of the net proceeds from such sale as described in the Registration Statement, General Disclosure Package and the Prospectus, will be an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations of the Commission thereunder.

(aa)The Company and each of the Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(bb)The Company has established and maintains an effective system of “disclosure controls and procedures” (as defined in Rules 13a-14(c) and 15d-14(c) under the Exchange Act) that complies with the requirements of the Exchange Act; the Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulation of the Exchange Act, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports.

(cc)The statistical and market-related data included in the Registration Statement, the General Disclosure Package and the Prospectus are based on or derived from

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sources which the Company reasonably and in good faith believes are reliable and accurate, and such data agree with the sources from which they are derived.

(dd)The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any or its subsidiaries with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened.

(ee)Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(ff)The Company and each of the Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the Company reasonably deems adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries.

(gg)Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and each Subsidiary is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company and each Subsidiary would have any liability; the Company and each Subsidiary has not incurred and do not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”); and each “pension plan” for which the Company or any Subsidiary would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

(hh)Neither the Company nor any of the Subsidiaries is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating

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to any environmental laws, which violation, contamination, liability or claim would, individually or in the aggregate, have a Material Adverse Effect; and the Company is not aware of any pending investigation which could reasonably be expected to lead to such a claim.

(ii)There are no relationships or related-party transactions involving the Company or any of the Subsidiaries or any other person required to be described in the Prospectus which have not been described as required.

(jj)Neither the Company nor any of the Subsidiaries has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law which violation is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus.

(kk)There is no document, contract or other agreement required to be described in the Registration Statement or Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required by the Act or the Rules and Regulations.  Each description of a contract, document or other agreement in the Registration Statement and the Prospectus accurately reflects in all material respects the terms of the underlying contract, document or other agreement.

(ll)Except for this Agreement, neither the Company nor any of its Subsidiaries is a party to any contract, agreement or understanding with any person that would give rise to a valid claim against the Company or the Underwriters for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Notes.

(mm)The Fifth Amended Joint Plan of Reorganization under Chapter 11 of the United States Bankruptcy Code (the “Plan of Reorganization”) of the Company and its Subsidiaries named therein (collectively, the “Reorganizing Debtors”) was confirmed by order of the United States Bankruptcy Court for the Southern District of New York entered on November 29, 2007, and no party has appealed such confirmation order or moved for revocation or reconsideration thereof.  The Effective Date (as defined in the Plan of Reorganization) occurred on February 28, 2008 .  Except as provided in the Plan of Reorganization, all Claims (as defined in the Plan of Reorganization) against the Reorganizing Debtors have been discharged in full.  Except as provided in the Plan of Reorganization, all Equity Interests (as defined in the Plan of Reorganization) of the Company have been cancelled or discharged in full.  Neither the Company nor any of its Subsidiaries is currently, or has in the past been, in default in any material respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any material term, covenant or condition contained in the Plan of Reorganization.  There is no legal or governmental proceeding relating to the Plan of Reorganization to which the Company or any of its Subsidiaries is a party or of which any property or assets of the Company or any of its Subsidiaries are the subject; and to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by any governmental authorities or threatened by others.

(nn)No Subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Sub-

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sidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.

(oo)The Notes, the Guarantees and the Indenture will conform in all material respects to the descriptions thereof in the Prospectus and the General Disclosure Package and will be in substantially the respective forms filed or incorporated by reference, as the case may be, as exhibits to the Registration Statement.

2.Purchase, Sale and Delivery of the Notes.

On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 97.75% of their principal amount.  One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date.  Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon & Reindel llp, 80 Pine Street, New York, New York at 10:00 A.M., New York time, on October15, 2009, or at such other place, time or date as the Underwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.”  The Company will make such certificate or certificates for the Notes available for checking and packaging by the Underwriters at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

3.Offering by the Underwriters.

It is understood that the several Underwriters are to make a public offering of the Notes as soon as the Representative deems it advisable to do so.  The Notes are to be initially offered to the public at the initial public offering price set forth in the Prospectus.  The Representative may from time to time thereafter change the public offering price and other selling terms.

4.Covenants of the Company.

The Company covenants and agrees with the several Underwriters that:

(a)The Company will (A) prepare and timely file with the Commission under Rule 424(b) (without reliance on Rule 424(b)(8)) under the Act a Prospectus in a form approved by the Representative containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rules 430A, 430B or 430C under the Act, (B) not file any amendment to the Registration Statement or distribute an amendment or supplement to the General Disclosure Package or the Prospectus or document incorporated by ref-

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erence therein of which the Representative shall not previously have been advised and furnished with a copy or to which the Representative shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations and (C) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Notes by the Underwriters.

(b)The Company will (i) not make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Act) required to be filed by the Company with the Commission under Rule 433 under the Act unless the Representative approves its use in writing prior to first use (each, a “Permitted Free Writing Prospectus”); provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectus(es) included in Schedule III hereto, (ii) treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, (iii) comply with the requirements of Rules 163, 164 and 433 under the Act applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and (iv) not take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Act a “free writing prospectus” (as defined in Rule 405 under the Act) prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder.

(c)The Company will prepare a final term sheet (the “Final Term Sheet”) reflecting the final terms of the Notes, in form and substance satisfactory to the Representative, and shall file such Final Term Sheet as an Issuer Free Writing Prospectus pursuant to Rule 433 under the Act prior to the close of business two business days after the date hereof; provided that the Company shall provide the Representative with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representative or counsel to the Underwriters shall reasonably object.

(d)The Company will advise the Representative promptly (A) when any post-effective amendment to the Registration Statement or new registration statement relating to the Notes shall have become effective, or any supplement to the Prospectus shall have been filed, (B) of the receipt of any comments from the Commission, (C) of any request of the Commission for amendment of the Registration Statement or the filing of a new registration statement or any amendment or supplement to the General Disclosure Package or the Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for any additional information, and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or any order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus, or of the institution of any proceedings for that purpose or pursuant to Section 8A of the Act.  The Company will use its reasonable best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued.

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(e)If at any time when Notes remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representative, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Notes, in a form satisfactory to the Representative, (iii) use its reasonable best efforts to cause such registration statement or post-effective amendment to be declared effective as soon as practicable (if such filing is not otherwise effective immediately pursuant to Rule 462 under the Act), and (iv) promptly notify the Representative of such effectiveness.  The Company will take all other action necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated in the Registration Statement that was the subject of the notice under Rule 401(g)(2) under the Act or for which the Company has otherwise become ineligible.  References herein to the Registration Statement relating to the Notes shall include such new registration statement or post-effective amendment, as the case may be.

(f)If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Notes remain unsold by the Underwriters, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Notes, in a form satisfactory to the Representative.  If the Company is no longer eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Notes, in a form satisfactory to the Representative, and will use its reasonable best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline.  The Company will take all other action necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated in the expired registration statement.  References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.

(g)The Company agrees to pay the required filing fees to the Commission relating to the Notes within the time required by Rule 456(b)(1) under the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act.

(h)The Company will cooperate with the Representative in endeavoring to qualify the Notes for sale under the securities laws of such jurisdictions as the Representative may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose; provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent.  The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as the Representative may reasonably request for distribution of the Notes.

(i)The Company will deliver to the Representative as many copies of any Preliminary Prospectus or any Issuer Free Writing Prospectus as the Representative may reasonably request.  The Company will deliver to the Representative during the period when deliv-

14 

ery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Act) is required under the Act, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as the Representative may reasonably request.  The Company will deliver to the Representative at or before the Closing Date, one signed copy of the Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the Representative such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested), including documents incorporated by reference therein, and of all amendments thereto as the Representative may reasonably request.

(j)The Company will comply with the Act, the Rules and Regulations, the Exchange Act and the Trust Indenture Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and the Prospectus.  If during the period in which a prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Act) is required by law to be delivered by an Underwriter or dealer, any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will either (i) prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus or (ii) prepare and file with the Commission an appropriate filing under the Exchange Act which shall be incorporated by reference in the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the applicable law.

(k)If the General Disclosure Package is being used to solicit offers to buy the Notes at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the General Disclosure Package in order to make the statements therein, in the light of the circumstances, not misleading, or to make the statements therein not conflict with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the General Disclosure Package to comply with any law, the Company promptly will either (i) prepare, file with the Commission (if required) and furnish to the Underwriters and any dealers an appropriate amendment or supplement to the General Disclosure Package or (ii) prepare and file with the Commission an appropriate filing under the Exchange Act which shall be incorporated by reference in the General Disclosure Package so that the General Disclosure Package as so amended or supplemented will not, in the light of the circumstances, be misleading or conflict with the Registration Statement then on file, or so that the General Disclosure Package will comply with law.

(l)The Company will make generally available to its security holders, as soon as it is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings state-

15 

ment (which need not be audited) in reasonable detail, complying with the requirements of Section 11(a) of the Act and Rule 158 under the Act and will advise you in writing when such statement has been so made available.

(m)Prior to the Closing Date, the Company will furnish to the Underwriters, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim financial statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing in the Registration Statement and the Prospectus.

(n)During the period beginning on the date hereof and continuing to the date that is 30 days after the Closing Date, without the prior written consent of the Representative, the Company will not offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any securities of the Company (or guaranteed by the Company) that are substantially similar to the Notes.

(o)The Company shall apply the net proceeds of its sale of the Notes as set forth in the Registration Statement, General Disclosure Package and the Prospectus and shall file such reports with the Commission with respect to the sale of the Notes and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the Act.

(p)The Company shall not invest, or otherwise use, the proceeds received by the Company from its sale of the Notes in such a manner as would require the Company or any of the Subsidiaries to register as an investment company under the 1940 Act.

(q)The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

5.Costs and Expenses.

The Company will pay all costs, expenses and fees incident to the performance of the obligations of the Company under this Agreement, including, without limiting the generality of the foregoing, the following:  accounting fees of the Company and the Guarantors; the fees and disbursements of counsel for the Company and the Guarantors; one half of the expenses in connection with the “roadshow” and any other meetings with prospective investors in the Notes; provided, that the Underwriters shall bear the cost of the chartered plane for the initial flight from St. Louis to San Francisco and the subsequent flight from San Francisco to Los Angeles; the cost of printing and delivering to, or as requested by, the Underwriters copies of the Registration Statement, any Preliminary Prospectus, the Issuer Free Writing Prospectuses, the Prospectus, this Agreement, the Indenture and the Underwriters’ Invitation Letter; the filing fees of the Commission; the filing fees and reasonable expenses (including legal fees and disbursements) incident to securing any required review by FINRA of the terms of the sale of the Notes; any fees payable in connection with the rating of the Notes; the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Notes made by the Underwriters caused by a breach of the representation in Section 1(b); the expenses, including the fees and disbursements of counsel for the Underwriters, incurred in connection with the qualification of

16

the Notes under State securities or “Blue Sky” laws and the preparation, printing and distribution of a “Blue Sky” memorandum and any supplements or amendments thereto; and the fees and expenses of the Trustee, including fees and expenses of counsel for the Trustee.  The Company shall not, however, be required to pay for any of the Underwriters’ expenses (other than those related to qualification under FINRA regulations and State securities or “Blue Sky” laws) except that, if this Agreement shall not be consummated because the conditions in Section 6 hereof are not satisfied, or because this Agreement is terminated by the Representative pursuant to Section 10 hereof, or by reason of any failure, refusal or inability on the part of the Company to perform any undertaking or satisfy any condition of this Agreement or to comply with any of the terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the default or omission of any Underwriter, the Company shall reimburse the several Underwriters for reasonable out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with investigating, marketing and proposing to market the Notes or in contemplation of performing their obligations hereunder.

6.Conditions of Obligations of the Underwriters.

The several obligations of the Underwriters to purchase the Notes on the Closing Date are subject to the accuracy, as of the Applicable Time or the Closing Date, as the case may be, of the representations and warranties of the Company contained herein, and to the performance by the Company of its covenants and obligations hereunder and to the following additional conditions:

(a)The Registration Statement and all post-effective amendments thereto shall have become effective and the Prospectus and each Issuer Free Writing Prospectus required shall have been filed as required by Rules 424(b) (without reliance on Rule 424(b)(8)), 430A, 430B, 430C or 433 under the Act, as applicable, within the time period prescribed by, and in compliance with, the Rules and Regulations, and any request of the Commission for additional information (to be included in the Registration Statement or otherwise) shall have been disclosed to the Representative and complied with to its reasonable satisfaction.  No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Act shall have been taken or, to the knowledge of the Company, shall be contemplated or threatened by the Commission and no injunction, restraining order or order of any nature by a Federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance of the Notes.

(b)The Representative shall have received on the Closing Date the opinion and 10b-5 statement of Kirkland & Ellis LLP, counsel for the Issuers, dated the Closing Date, addressed to the Underwriters (and stating that it may be relied upon by counsel to the Underwriters), substantially in the form attached as Exhibit A hereto.

(c)The Representative shall have received from Cahill Gordon & Reindel LLP, counsel for the Underwriters, an opinion and 10b-5 statement, dated the Closing Date, with respect to such matters as the Representative may require, and the Issuers shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

17

(d)The Representative shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof and the Closing Date, in form and substance satisfactory to the Representative and addressed to the Underwriters, of Deloitte & Touche LLP confirming that they are an independent registered public accounting firm with respect to the Company and the Subsidiaries within the meaning of the Act and the applicable Rules and Regulations and the PCAOB and stating that in their opinion the financial statements and schedules examined by them and included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus comply in form in all material respects with the applicable accounting requirements of the Act and the related Rules and Regulations; and containing such other statements and information as is ordinarily included in accountants’ “comfort letters” to Underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus.

(e)The Representative shall have received on the Closing Date a certificate or certificates of the Chief Executive Officer and the Chief Financial Officer of the Company to the effect that, as of the Closing Date, each of them severally represents as follows:

(i)The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement or no order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus has been issued, and no proceedings for such purpose or pursuant to Section 8A of the Act have been taken or are, to his or her knowledge, contemplated or threatened by the Commission;

(ii)The representations and warranties of the Issuers contained in Section 1 hereof are true and correct in all material respects (except for those representations and warranties of the Company which are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) as of the Closing Date;

(iii)The Issuers have satisfied all conditions on their part to be

performed or satisfied hereunder;

(iv)All filings required to have been made pursuant to Rules 424(b), 430A, 430B or 430C under the Act have been made as and when required by such rules;

(v)He or she has carefully examined the General Disclosure Package and any individual Limited Use Free Writing Prospectus and, in his or her opinion, as of the Applicable Time, the statements contained in the General Disclosure Package and any individual Limited Use Free Writing Prospectus did not contain any untrue statement of a material fact, and such General Disclosure Package and any individual Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(vi)He or she has carefully examined the Registration Statement and, in his or her opinion, as of the effective date of the Registration Statement, the Registration

18 

 Statement and any amendments thereto did not contain any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein not misleading, and since the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement to or an amendment of the Prospectus which has not been so set forth in such supplement or amendment;

(vii)He or she has carefully examined the Prospectus and, in his or her opinion, as of its date and the Closing Date, the Prospectus and any amendments and supplements thereto did not contain any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and

(viii)Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and Prospectus, there has not been any material adverse change or any development involving a prospective material adverse change in or affecting the business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a whole, whether or not arising in the ordinary course of business.

(f)The Representative shall have been furnished with such further certificates and documents confirming the representations and warranties, covenants and conditions contained herein and related matters as the Representative may reasonably have requested.

(g)Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating of the Notes or any other debt securities or preferred stock of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Notes or of any other debt securities or preferred stock of or guaranteed by the Company or any Subsidiary (other than an announcement with positive implications of a possible upgrading).

(h)The First Amendment dated as of October 9, 2009 to that certain Credit Agreement, dated as of February 28, 2008, among the Company, the lending institutions party thereto, Citibank, N.A., as administrative agent for the lenders and the other parties party thereto as agents shall have been approved by requisite number of lenders necessary for such approval.

The opinions and certificates mentioned in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in all material respects satisfactory to the Representative and to Cahill Gordon & Reindel llp, counsel for the Underwriters.

If any of the conditions hereinabove provided for in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, the obligations of the Underwriters hereunder may be terminated by the Representative by notifying the Company of such termination in writing or by telegram at or prior to the Closing Date.

19

In such event, the Issuers and the Underwriters shall not be under any obligation to each other (except to the extent provided in Sections 5 and 7 hereof).

7.Indemnification.

(a)The Issuers, jointly and severally, agree:

(1)to indemnify and hold harmless each Underwriter, the directors and officers of each Underwriter and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which such Underwriter or any such controlling person may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any amendment or supplement thereto, (ii) with respect to the Registration Statement or any amendment or supplement thereto, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) with respect to any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any amendment or supplement thereto, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; provided, however, that the Issuers will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus, or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 12; and

(2)to reimburse each Underwriter, each Underwriters’ directors and officers, and each such controlling person upon demand for any legal or other out-of-pocket expenses reasonably incurred by such Underwriter or such controlling person in connection with investigating or defending any such loss, claim, damage or liability, action or proceeding or in responding to a subpoena or governmental inquiry related to the offering of the Notes, whether or not such Underwriter or controlling person is a party to any action or proceeding.  In the event that it is finally judicially determined that the Underwriters were not entitled to receive payments for legal and other expenses pursuant to this subparagraph, the Underwriters will promptly return all sums that had been advanced pursuant hereto.

(b)Each Underwriter severally and not jointly will indemnify and hold harmless the Issuers, each of their directors, each of their officers who have signed the Registration Statement and each person, if any, who controls any such Issuer within the meaning of the Act, against any losses, claims, damages or liabilities to which such Issuer or any such director,

20 

officer or controlling person may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any amendment or supplement thereto, (ii) with respect to the Registration Statement or any amendment or supplement thereto, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) with respect to any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any amendment or supplement thereto, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; and will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that each Underwriter will be liable in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission has been made in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 12.  This indemnity agreement will be in addition to any liability which such Underwriter may otherwise have.

(c)In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 7, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing.  No indemnification provided for in Section 7(a) or (b) shall be available to any party who shall fail to give notice as provided in this Section 7(c) if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was materially prejudiced by the failure to give such notice, but the failure to give such notice shall not relieve the indemnifying party or parties from any liability which it or they may have to the indemnified party for contribution or otherwise than on account of the provisions of Section 7(a) or (b).  In case any such proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party and shall pay as incurred the fees and disbursements of such counsel related to such proceeding.  In any such proceeding, any indemnified party shall have the right to retain its own counsel at its own expense.  Notwithstanding the foregoing, the indemnifying party shall pay as incurred (or within 30 days of presentation) the reasonable fees and expenses of the counsel retained by the indemnified party in the event (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party shall have failed to as-

21 

sume the defense and employ counsel acceptable to the indemnified party within a reasonable period of time after notice of commencement of the action.  It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such Indemnified Parties.  Such firm shall be designated in writing by you in the case of parties indemnified pursuant to Section 7(a) and by the Company in the case of parties indemnified pursuant to Section 7(b).  The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.  In addition, the indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding of which indemnification may be sought hereunder (whether or not any indemnified party is an actual or potential party to such claim, action or proceeding) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action or proceeding.

(d)To the extent the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party under Section 7(a) or (b) above in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Issuers on the one hand and the Underwriters on the other from the offering of the Notes.  If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Issuers on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect thereof), as well as any other relevant equitable considerations.  The relative benefits received by the Issuers on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Issuers bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus.  The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Issuers and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 7(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7(d).  The amount paid or payable by an indemnified party as a result of the losses, claims,

22

damages or liabilities (or actions or proceedings in respect thereof) referred to above in this Section 7(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 7(d), (i) no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Notes purchased by such Underwriter, and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Underwriters’ obligations in this Section 7(d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e)In any proceeding relating to the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus or any supplement or amendment thereto, each party against whom contribution may be sought under this Section 7 hereby consents to the jurisdiction of any court having jurisdiction over any other contributing party, agrees that process issuing from such court may be served upon it by any other contributing party and consents to the service of such process and agrees that any other contributing party may join it as an additional defendant in any such proceeding in which such other contributing party is a party.

(f)Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under this Section 7 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred.  The indemnity and contribution agreements contained in this Section 7 and the representations and warranties of the Issuers set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Underwriter, its directors or officers or any person controlling any Underwriter, the Issuers, their directors or officers or any persons controlling any Issuer, (ii) acceptance of any Notes and payment therefor hereunder, and (iii) any termination of this Agreement.  A successor to any Underwriter, its directors or officers or any person controlling any Underwriter, or to any Issuer, its directors or officers, or any person controlling any such Issuer, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 7.

8.Default by Underwriters.

If on the Closing Date any Underwriter shall fail to purchase and pay for the principal amount of the Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Issuers), you, as Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Issuers such principal amounts as may be agreed upon, and upon the terms set forth herein, the Notes which the defaulting Underwriter or Underwriters failed to purchase.  If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate principal amount of Notes with respect to which such default

23

shall occur does not exceed 10% of the aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective principal amounts of the Notes which they are obligated to purchase hereunder, to purchase the Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregated principal amount of the Notes with respect to which such default shall occur exceeds 10% of the aggregate principal amount of the Notes to be purchased on the Closing Date, the Issuers or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Issuers, except to the extent provided in Sections 5 and 7 hereof.  In the event of a default by any Underwriter or Underwriters, as set forth in this Section 8, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected.  The term “Underwriter” includes any person substituted for a defaulting Underwriter.  Any action taken under this Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

9.Notices.

All communications hereunder shall be in writing and, except as otherwise provided herein, will be mailed, delivered, telecopied or telegraphed and confirmed as follows:  if to the Underwriters, to Deutsche Bank Securities Inc., 60 Wall Street, 4th Floor, New York, New York 10005; Attention:  Syndicate Manager, with a copy to Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005, Attention:  General Counsel; if to any Issuer, to Solutia Inc., 575 Maryland Centre Drive, P.O. Box 66760, St. Louis, Missouri 63166, Attention:  General Counsel, with a copy to (which shall not constitute notice) Kirkland & Ellis LLP, 153 East 53rd Street, New York, New York 10022, Attention:  Christian O. Nagler, Esq.

10.Termination.

This Agreement may be terminated by you by notice to the Company (a) at any time prior to the Closing Date if any of the following has occurred:  (i) since the date of the most recent financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus, any Material Adverse Effect, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, make it impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, (iii) suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Select Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on any such trading market, (iv) the declaration of a banking moratorium by United States or New York State authorities, (v) any downgrading, or placement on any watch list for possible downgrading, in the rating of any of the Company’s debt securities by any “nationally

24

recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Exchange Act) or (vii) the suspension of trading of the Company’s common stock by the New York Stock Exchange, the Commission, or any other governmental authority if the effect of such suspension would, in your judgment, make it impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes.

11.Successors.

This Agreement has been and is made solely for the benefit of the Underwriters and the Issuers and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder.  No purchaser of any of the Notes from any Underwriter shall be deemed a successor or assign merely because of such purchase.

12.Information Provided by Underwriters.

The Issuers and the Underwriters acknowledge and agree that the only information furnished or to be furnished by any Underwriter to the Company for inclusion in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus consists of the information set forth in the second sentence of the fifth paragraph, the first sentence of the ninth paragraph, the tenth paragraph and the eleventh paragraph under the caption “Underwriting” in the Prospectus.

13.No Advisory or Fiduciary Responsibility.

The Issuers acknowledge and agree that (i) the purchase and sale of the Notes pursuant to this Agreement is an arm’s-length commercial transaction between the Issuers, on the one hand, and the Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Issuers, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Issuers with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising any Issuer on other matters) or any other obligation to any Issuer except the obligations expressly set forth in this Agreement and (iv) the Issuers have consulted their own legal and financial advisors to the extent they deemed appropriate.  The Issuers agree that they will not claim that any Underwriter has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any Issuer, in connection with such transaction or the process leading thereto.

14.Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

25 

15.Survival Clause.

The reimbursement, indemnification and contribution agreements contained in this Agreement and the representations, warranties and covenants in this Agreement shall remain in full force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of any Underwriter or controlling person thereof, or by or on behalf of the Issuers or their directors or officers and (c) delivery of and payment for the Notes under this Agreement.

16.Governing Law; Waiver of Jury Trial.

This Agreement shall be governed by, and construed in accordance with, the law of the State of New York, including, without limitation, Section 5-1401 of the New York General Obligations Law.

The Underwriters, on the one hand, and the Issuers (on their own behalf and to the extent permitted by law, on behalf of their stockholders), on the other hand, waive any right to trial by jury in any action, claim, suit or proceeding with respect to your engagement as underwriter or your role in connection herewith.

26 

If the foregoing letter is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms.

Very truly yours,

SOLUTIA INC.

By:  /s/ Paul J. Berra III

Paul J. Berra III

CPFILMS INC.

FLEXSYS AMERICA CO.

MONCHEM INTERNATIONAL, INC.

SOLUTIA BUSINESS ENTERPRISES INC.

SOLUTIA INTER-AMERICA, INC.

SOLUTIA OVERSEAS, INC.

SOLUTIA SYSTEMS, INC.

By:  /s/ Timothy J. Spihlman

Timothy J. Spihlman

Authorized Officer

FLEXSYS AMERICA L.P.

By:  Flexsys America Co.,

Its General Partner

By:  /s/ Timothy J. Spihlman

Timothy J. Spihlman

SE INVESTMENT LLC

By:  Monchem International, Inc.,

its member

By:  /s/ Timothy J. Spihlman

Timothy J. Spihlman

The foregoing Underwriting Agreement

is hereby confirmed and accepted as of

the date first above written.

DEUTSCHE BANK SECURITIES INC.

As Representative of the several

Underwriters listed on Schedule I

By:  Deutsche Bank Securities Inc.

By:	/s/ William Frauen
	Authorized Officer
By:	/s/ Nicholas Hayes
	Authorized Officer

2 

SCHEDULE I

Underwriters

Underwriter	Aggregate Principal Amount of Notes to be Purchased
Deutsche Bank Securities Inc.	$152,000,000
Jefferies & Company, Inc.	$104,000,000
Citigroup Global Markets Inc.	$ 60,000,000
J.P. Morgan Securities Inc.	$ 40,000,000
HSBC Securities (USA) Inc.	$ 20,000,000
Fifth Third Securities, Inc.	$12,000,000
KBC Financial Products USA Inc.	$12,000,000
Total	$400,000,000

SCHEDULE II

Guarantors

CPFILMS INC. 

FLEXSYS AMERICA CO.

FLEXSYS AMERICA L.P. 

MONCHEM INTERNATIONAL, INC.

SOLUTIA BUSINESS ENTERPRISES INC. 

SOLUTIA INTER-AMERICA, INC. 

SOLUTIA OVERSEAS, INC. 

SOLUTIA SYSTEMS, INC. 

SE INVESTMENT LLC

EX-4.1

EXHIBIT 4.1

SOLUTIA INC.

TO

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

AS TRUSTEE

_______________

INDENTURE

DATED AS OF OCTOBER 15, 2009

PROVIDING FOR ISSUANCE OF SENIOR

DEBT SECURITIES IN SERIES

SOLUTIA INC.

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND

INDENTURE, DATED AS OF ___________ ___ _____

Trust Indenture Act Section		Indenture Section
Section 310	(a)(1)		609
	(a)(2)		609
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(b)		608
			610
Section 311	(a)		613
	(b)		613
Section 312	(a)		701
			702
	(b)		702
	(c)		702
Section 313	(a)		703
	(b)		703
	(c)		703
	(d)		703
Section 314	(a)		704
	(a)(4)		1006
	(b)	Not Applicable
	(c)(1)		102
	(c)(2)		102
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)		102
Section 315	(a)		601, 603
	(b)		602
			703
	(c)		601
	(d)		601
	(d)(1)		601, 603
	(d)(2)		601
	(d)(3)		601
	(e)		514
Section 316	(a)(1)(A)		512
	(a)(1)(B)		513
	(a)(2)	Not Applicable
	(b)		507, 508
	(c)		512, 513
Section 317	(a)(1)		503
	(a)(2)		504
	(b)		1003
Section 318	(a)		107

Note:  This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL INFORMATION		1
SECTION 101	Definitions	1
SECTION 102	Compliance Certificates and Opinions	6
SECTION 103	Form of Documents Delivered to Trustee	6
SECTION 104	Acts of Holders	7
SECTION 105	Notices, Etc., to Trustee and Company	7
SECTION 106	Notice to Holders; Waiver	8
SECTION 107	Conflict with Trust Indenture Act	8
SECTION 108	Effect of Headings and Table of Contents	8
SECTION 109	Successors and Assigns	8
SECTION 110	Separability Clause	8
SECTION 111	Benefits and Designations of Indenture	8
SECTION 112	Governing Law	8
SECTION 113	Legal Holidays	9
SECTION 114	Waiver of Jury Trial	9
SECTION 115	Force Majeure	9

ARTICLE TWO SECURITY FORMS		9
SECTION 201	Forms Generally	9
SECTION 202	Form of Face of Security	9
SECTION 203	Form of Reverse of Security	11
SECTION 204	Additional Provisions Required in Book-Entry Security	14
SECTION 205	Form of Trustee’s Certificate of Authentication	14

ARTICLE THREE THE SECURITIES		14
SECTION 301	Amount Unlimited; Issuable in Series	14
SECTION 302	Denominations	16
SECTION 303	Execution, Authentication, Delivery and Dating	16
SECTION 304	Temporary Securities	18
SECTION 305	Registration, Registration of Transfer and Exchange	18
SECTION 306	Mutilated, Destroyed, Lost and Stolen Securities	19
SECTION 307	Payment of Interest; Interest Rights Preserved	20
SECTION 308	Persons Deemed Owners	21
SECTION 309	Cancellation	21
SECTION 310	Computation of Interest	21
SECTION 311	CUSIP Numbers	21

ARTICLE FOUR SATISFACTION AND DISCHARGE		21
SECTION 401	Satisfaction and Discharge of Indenture	21
SECTION 402	Application of Trust Money; Indemnification	22
SECTION 403	Satisfaction, Discharge and Defeasance of Securities of any Series	23
SECTION 404	Reinstatement	24

ARTICLE FIVE REMEDIES		24
SECTION 501	Events of Default	24
SECTION 502	Acceleration of Maturity; Rescission and Annulment	25
SECTION 503	Collection of Indebtedness and Suits for Enforcement by Trustee	26
SECTION 504	Trustee May File Proofs of Claim	27
SECTION 505	Trustee May Enforce Claims Without Possession of Securities	27
SECTION 506	Application of Money Collected	27
SECTION 507	Unconditional Right of Holders to Receive Principal, Premium and Interest	28
SECTION 508	Restoration of Rights and Remedies	28
SECTION 509	Rights and Remedies Cumulative	28
SECTION 510	Delay or Omission Not Waiver	29
SECTION 511	Control by Holders	29
SECTION 512	Waiver of Past Defaults	29
SECTION 513	Undertaking for Costs	29

i

ARTICLE SIX THE TRUSTEE		30
SECTION 601	Certain Duties and Responsibilities	30
SECTION 602	Notice of Defaults	30
SECTION 603	Certain Rights of Trustee	30
SECTION 604	Not Responsible for Recitals or Issuance of Securities	31
SECTION 605	May Hold Securities and Serve as Trustee Under Other Indentures	31
SECTION 606	Money Held in Trust	32
SECTION 607	Compensation and Reimbursement	32
SECTION 608	Disqualification; Conflicting Interests	32
SECTION 609	Corporate Trustee Required; Eligibility	32
SECTION 610	Resignation and Removal; Appointment of Successor	33
SECTION 611	Acceptance of Appointment by Successor	34
SECTION 612	Merger, Conversion, Consolidation or Succession to Business	34
SECTION 613	Preferential Collection of Claims Against Company	35
SECTION 614	Appointment of Authenticating Agent	35
SECTION 615	Investment of Certain Payments Held by the Trustee	36

ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY		36
SECTION 701	Company to Furnish Trustee Names and Address of Holders	36
SECTION 702	Preservation of Information; Communications to Holders	37
SECTION 703	Reports by Trustee	37
SECTION 704	Reports by Company	37

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE		37
SECTION 801	Company May Consolidate, Etc., Only on Certain Terms	37
SECTION 802	Securities to be Secured in Certain Events	38
SECTION 803	Successor Substituted	38

ARTICLE NINE SUPPLEMENTAL INDENTURES		38
SECTION 901	Supplemental Indentures Without Consent of Holders	38
SECTION 902	Supplemental Indentures with Consent of Holders	39
SECTION 903	Execution of Supplemental Indentures	40
SECTION 904	Effect of Supplemental Indentures	40
SECTION 905	Conformity with Trust Indenture Act	40
SECTION 906	Reference in Securities to Supplemental Indentures	40

ARTICLE TEN COVENANTS		41
SECTION 1001	Payment of Principal, Premium and Interest	41
SECTION 1002	Maintenance of Office or Agency	41
SECTION 1003	Money for Securities Payments to Be Held in Trust	41
SECTION 1004	Statement as to Compliance	42
SECTION 1005	Corporate Existence	42
SECTION 1006	Defeasance of Certain Obligations	42
SECTION 1007	Waiver of Certain Covenants	43
SECTION 1008	Statement by Officers as to Default	43

ARTICLE ELEVEN REDEMPTION OF SECURITIES		44
SECTION 1101	Applicability of Article	44
SECTION 1102	Election to Redeem; Notice to Trustee	44
SECTION 1103	Selection by Trustee of Securities to Be Redeemed	44
SECTION 1104	Notice of Redemption	44
SECTION 1105	Deposit of Redemption Price	45
SECTION 1106	Securities Payable on Redemption Date	45
SECTION 1107	Securities Redeemed in Part	45

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ARTICLE TWELVE SINKING FUNDS		46
SECTION 1201	Applicability of Article	46
SECTION 1202	Satisfaction of Sinking Fund Payments with Securities	46
SECTION 1203	Redemption of Securities for Sinking Fund	46

ARTICLE THIRTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES		46
SECTION 1301	Exemption from Individual Liability	46

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INDENTURE, dated as of________________ between SOLUTIA INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at P.O. Box 66760, 575 Maryville Centre Drive, St. Louis,

Missouri 63166-6760, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (herein called the “Trustee”).

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its senior unsubordinated unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as provided in this Indenture.

All things necessary to make this Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE

WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

SECTION 101Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)   the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2)   all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3)   all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and except as otherwise expressly provided herein, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of the computation in the United States of America; and

(4)   the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

“Act”, when used with respect to any Holder, has the meaning specified in Section 104.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series.

“Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Book-Entry Security” means a Security in the form prescribed in Section 204 evidencing all or part of a series of Securities, issued to the Depositary for such series or its nominee, and registered in the name of that Depositary or that nominee.

“Business Day”, when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law to close.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” and “Company Order” mean, respectively, a written request or order signed in the name of the Company by its Chairman or Vice Chairman of the Board, its President, its Chief Financial Officer, or a Vice Chairman or Vice President of the Company, and also by its Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its Secretary or an Assistant Secretary, and delivered to the Trustee.

“Consolidated Net Tangible Assets” means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (a) all current liabilities (excluding any thereof constituting Funded Debt by reason of being renewable or extendible) and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent balance sheet of the Company and its consolidated subsidiaries and computed in accordance with generally accepted accounting principles.

“Corporate Trust Office” means an office of the Trustee for Securities of any series at which at any particular time its corporate trust business shall be administered, which office of The Bank of New York Mellon Trust Company, N.A., at the date of the execution of this Indenture is located at 2 North LaSalle Street, Suite 1020, Chicago, IL 60602, Attn:  Corporate Trust Administration.

“Debt” has the meaning specified in Section 1008.

“Defaulted Interest” has the meaning specified in Section 307.

“Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Book- Entry Securities, the Person designated as Depositary for that series by the Company pursuant to Section 301, which Person shall be a clearing agency registered under the Securities Exchange Act of 1934; and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any series shall mean the Depositary with respect to the Securities of such series.

“Event of Default” has the meaning specified in Section 501.

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“Foreign Currency” means a currency or cash issued by the government of any country other than the United States of America or units based on or relating to such currencies (including the Euro).

“Foreign Government Securities” means, with respect to Securities of any series that are denominated in a Foreign Currency, noncallable (i) direct obligations of the government that issued such Foreign Currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government, the payment of which obligations is unconditionally guaranteed as a full faith and credit obligation of such government.

“Funded Debt” means all indebtedness for money borrowed, or evidenced by a bond, debenture, note or similar instrument or agreement whether or not for money borrowed, having a maturity of more than 12 months from the date as of which the amount thereof is to be determined or having a maturity of less than 12 months but by its terms being renewable or extendible beyond 12 months from such date at the option of the borrower, provided that this definition of Funded Debt shall be deemed to include any commercial paper of the Company that is accounted for as long-term debt on the Company’s balance sheet.

“Holder” means a Person in whose name a Security is registered in the Security Register.

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term

“Indenture” shall also include the forms and terms of particular series of Securities established as contemplated by Section 301.

“Indexed Security” means any Security that provides that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof at original issuance.

“Industrial Development Bonds” means obligations issued or guaranteed by, or supported by the full faith and credit of, a State, a Commonwealth, a Territory, or a possession of the United States of America, or any political subdivision or governmental authority of any of the foregoing, or the District of Columbia.

“Intercreditor Agreement” means Amended and Restated Intercreditor Agreement dated as of October 15, 2009, among the Company, Citibank, N.A. as agent, and the subsidiaries of the Company parties thereto, as the same may be amended, restated, replaced, supplemented or modified from time to time.

“Interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.

“Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Officers’ Certificate” means a certificate signed by the Chairman or Vice Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel acceptable to the Trustee, who may be counsel for the Company including employees of the Company.

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“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.

“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(i)Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(ii)Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided, that if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to Section 1104 of this Indenture or provision therefor satisfactory to the Trustee has been made;

(iii)Securities which have been defeased pursuant to Section 403 hereof; and

(iv)Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a protected purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, or whether sufficient funds are available for redemption or for any other purpose, and for the purpose of making the calculations required by Section 313 of the Trust Indenture Act, (A) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301 on the date of original issuance of such Security, of the principal amount of such Security (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent on the date of original issuance of that Security of the amount determined as provided in (A) above), (C) the principal amount of any Indexed Security that may be counted in making such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the principal face amount of that Indexed Security at original issuance, unless otherwise provided with respect to that Security pursuant to Section 301,and (D) except for the purpose of making the calculations required by Section 313 of the Trust Indenture Act, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

“Paying Agent” means any Person authorized by the Company to pay the principal of, and any premium or interest on, any Securities on behalf of the Company.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

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“Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of, and any premium and interest on, the Securities of that series are payable as specified as contemplated by Section 301 and 1002.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301.

“Responsible Officer” when used with respect to the Trustee shall mean any officer in the corporate trust department (or any successor group) of the Trustee with direct responsibility for the administration of this Indenture and shall also mean, with respect to a particular corporate trust matter, any other officer to whom the corporate trust matter is referred at the Corporate Trust Office because of his or her knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 305.

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.

“Stated Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

“Subsidiary” means any corporation of which at least a majority of the outstanding stock having by the terms thereof ordinary voting power for the election of directors of that corporation (regardless of whether or not at the time stock of any other class or classes of that corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned directly or indirectly by the Company or by one or more Subsidiaries of the Company, or by the Company and by one or more Subsidiaries of the Company.

“Term Loan Agreement” means  that certain $1,200,000,000 Credit Agreement dated as of February 28, 2008, among Solutia Inc., a Delaware corporation; each of the Lenders (as defined therein); Citibank, N.A., as administrative agent for the Lenders, and as collateral agent for the Secured Parties (as defined therein); Goldman Sachs Credit Partners L.P., as syndication agent; Deutsche Bank AG, New York Branch, as documentation agent as may be amended, restated or replaced from time to time.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

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“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed except as provided in Section 905; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“U.S. Government Obligations” means direct obligations of the United States for the payment of which its full faith and credit is pledged, or obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States and the payment of which is unconditionally guaranteed by the United States.

“United States” means the United States of America excluding its territories and possessions, but including the Commonwealth of Puerto Rico.

“Vice President”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”.

SECTION 102Compliance Certificates and Opinions.

Except as otherwise expressly provided by this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1)   a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2)   a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)   a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)   a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

SECTION 103Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

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Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Any certificate or opinion of any independent firm of public accountants filed with the Trustee shall contain a statement that such firm is independent.

SECTION 104Acts of Holders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine.

(c)The ownership of Securities shall be proved by the Security Register.

(d)Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

SECTION 105Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1)the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or

(2)the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, by first class mail, postage prepaid, to the Company, to the attention of the Treasurer, addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company for this purpose.

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SECTION 106Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice mailed to a Holder in the manner prescribed herein shall be conclusively deemed to have been received by that Holder, whether or not that Holder actually receives such notice. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

SECTION 107Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 108Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 109Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 110Separability Clause.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 111Benefits and Designations of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.  Unless otherwise expressly stated in any supplemental indenture hereto, this Indenture and any supplement hereto is not intended to be and is not a refinancing or renewal of the Term Loan Credit Agreement or the “Term Loan Agreement” (as defined in the Intercreditor Agreement).

SECTION 112Governing Law.

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This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles.

SECTION 113Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity or Maturity, provided that no interest shall accrue for the intervening period.

SECTION 114Waiver of Jury Trial.

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

SECTION 115Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

ARTICLE TWO

SECURITY FORMS

SECTION 201Forms Generally.

The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities.

The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.

SECTION 202Form of Face of Security.

[Insert any legend required by the Internal Revenue Code and the regulations thereunder.]

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SOLUTIA INC.

NO. $

 CUSIP NO.

SOLUTIA INC., a Delaware corporation (hereinafter called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________ or registered assigns, the principal sum of __________ Dollars on ___________ [If the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from ___________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ___________ and ___________ in each year, commencing ____________ , at the rate of ___% per annum, until the principal hereof is paid or made available for payment [If applicable insert—, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of ___% per annum on any overdue principal and premium]. [The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _____________ or ____________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this

Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture].

[If the Security is not to bear interest prior to Maturity, insert— The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal or premium shall be payable on demand. [Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.]]

Payment of the principal of (and premium, if any) and [if applicable, insert— any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in _________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert—; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register, provided that that Person shall have given the Trustee written wire instructions at least five Business Days before the applicable Interest Payment Date].

[If the Security is payable in a Foreign Currency, insert — the appropriate provision.]

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:

SOLUTIA INC.

BY____________________________________

     Name:

     Title:

ATTEST:

_________________________________

Name:

Title:

SECTION 203Form of Reverse of Security.

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of __________ (herein called the “Indenture”), between the Company and [Name of Trustee], as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [, limited in aggregate principal amount to $ ].

 [If applicable, insert— The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, such 30 days to be counted from the date notice is mailed, [if applicable, insert—(1) on ____________ in any year commencing with the year ___ and ending with the year ___ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [on or after ________ , 20 ], as a whole or in part, at the election of the Company], at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before ____________ , ___%, and if redeemed] during the 12-month period beginning ______________ of the years indicated,

YEAR REDEMPTION PRICE YEAR REDEMPTION  PRICE

and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption [if applicable, insert— (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]

[If applicable, insert— The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, such 30 days to be counted from the date notice is mailed, (1) on _________ in any year commencing with the year ___ and ending with the year ___ through ___ operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after __________ ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning _______________ of the years indicated,

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YEAR   REDEMPTION PRICE FOR REDEMPTION THROUGH OPERATION OF THE SINKING FUND   REDEMPTION PRICE FOR REDEMPTION OTHERWISE THAN THROUGH OPERATION OF THE SINKING FUND  

and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest instalments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates or Special Record Dates referred to on the face hereof, all as provided in the Indenture.]

[Notwithstanding the foregoing, the Company may not, prior to ___________, redeem any Securities of this series as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than ___% per annum.

[The sinking fund for this series provides for the redemption on __________ in each year beginning with the year ___ and ending with the year ___ of [not less than] $ ___________ [(“mandatory sinking fund”) and not more than $ _____________ ] aggregate principal amount of Securities of this series. [Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made [in the inverse order in which they become due] .]]

[If the Securities do not have a sinking fund, then insert — the Securities do not have the benefit of any sinking fund obligations.]

[If the Security is subject to redemption, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]

[If the Security is not subject to redemption, insert — The Securities of this series are not redeemable before Stated Maturity.]

[If applicable, insert — The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [and/or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case,] upon compliance with certain conditions set forth in the Indenture.]

[If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may in certain events be annulled by the Holder of a majority in principal amount of the Outstanding Securities of this series.]

[If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal (to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate. The Indenture provides that such declaration may in certain events be annulled by the Holders of a majority in principal amount of the Outstanding Securities of this series.]

[If the Security is an Indexed Security, insert — the appropriate provision.]

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The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66 2/3% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Outstanding Securities of this series a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and any premium and interest on, this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of, and any premium and interest on, this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $ ___ [and any integral multiple thereof]. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

No recourse shall be had for the payment of the principal of (or premium, if any) or the interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or any successor Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

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All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws principles thereof.

SECTION 204Additional Provisions Required in Book-Entry Security.

Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, any Book-Entry Security issued hereunder shall, in addition to the provisions contained in Sections 202 and 203, and in addition to any legends required by the Depositary, bear a legend in substantially the following form:

This Security is a Book-Entry Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary.

SECTION 205Form of Trustee’s Certificate of Authentication.

The Trustee’s certificate of authentication shall be in substantially the following form:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

  as Trustee

By:         ____________________________

        Authorized Officer

Dated:   ____________________________                                                      

ARTICLE THREE

THE SECURITIES

SECTION 301Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued from time to time in one or more series. There shall be established in or pursuant to a Board Resolution, and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,

(1)the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);

(2)any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for

Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);

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(3)the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

(4)the date or dates on which the principal of and premium, if any, on the Securities of the series is payable or the method of determination;

(5)the rate or rates at which the Securities of the series shall bear interest, if any, or the method of calculating such a rate or rates, the date or dates from which any such interest shall accrue, or the method by which such date or dates shall be determined, the date on which payment of such interest shall commence, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date;

(6)if other than the Corporate Trust Office of the Trustee, the place or places where the principal of (and premium, if any) and interest on Securities of the series shall be payable;

(7)the period or periods within which, the price or prices at which, the currency or currencies (including currency units) in which, and the other terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company;

(8)the rights, if any, to defer payments of interest on any Securities of the series by extending the interest payment period, and the duration of such extensions;

(9)the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods (or the method of determination of such a period or periods) within which, the price or prices at which, and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(10)if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable;

(11)if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion shall be determined;

(12)if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula or other method, the manner in which such amounts shall be determined;

(13)if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101;

(14)if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);

(15)if the amount Outstanding of an Indexed Security for purposes of the definition of “Outstanding” is to be other than the principal face amount at original issuance, the method of determination of such amount;

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(16)whether Sections 403 or 1010 shall apply to the Securities of such series;

(17)whether the Securities of the series shall be issued in whole or in part in the form of one or more Book-Entry Securities and, in such case, the Depositary with respect to such Book-Entry Security or Securities and the circumstances under which any Book- Entry Security may be registered for transfer or exchange, or authenticated and delivered, in the name of a Person other than that Depositary or its nominee, if other than as set forth in Section 305;

(18)any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502;

(19)any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series; and

(20)any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)).

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of additional Securities of that series.

If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth, or providing the manner for determining, the terms of the series.

SECTION 302Denominations.

The Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section 301. In the absence of any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 303Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President, its Chief Financial Officer, its Vice Chairman, or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities of a series that are not to be originally issued at one time, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of electronic instructions from the Company or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order delivered to the Trustee before the time of the first authentication of Securities of such series. If the form or terms of the Securities of the series have been established as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be provided with, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

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(a)if the form or forms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture;

(b)if the terms of such Securities have been, or in the case of Securities of a series that are not to be originally issued at one time, will be, established by or pursuant to Board Resolution as permitted by Section 301, that such terms have been, or in the case of Securities of a series that are not to be originally issued at one time, will be, established in conformity with the provisions of this Indenture, subject, in the case of Securities of a series that are not to be originally issued at one time, to any conditions specified in such Opinion of Counsel; and

(c)that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; provided that such Opinion of Counsel need express no opinion as to whether a court in the United States would render a money judgment in a currency other than that of the United States.

If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which the Trustee determines would expose it to personal liability.

If the Company shall establish pursuant to Section 301 that the Securities of a series are to be issued in whole or in part in the form of one or more Book-Entry Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to that series, authenticate and deliver one or more Securities in such form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Book- Entry Security or Securities, (ii) shall be registered in the name of the Depositary for such Book-Entry Security or Securities or the nominee of that Depositary, (iii) shall be delivered by the Trustee to that Depositary or pursuant to that Depositary’s instruction and (iv) shall bear the legend set forth in Section 204.

Unless otherwise established pursuant to Section 301, each Depositary designated pursuant to Section 301 for a Book-Entry Security must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

The Trustee shall have no responsibility to determine if the Depositary is so registered. Each Depositary shall enter into an agreement with the Trustee governing the respective duties and rights of that Depositary and the Trustee with regard to Book-Entry Securities.

The Trustee shall not be required to authenticate Securities denominated in a coin or currency other than that of the United States of America if the Trustee reasonably determines that such Securities impose duties or obligations on the Trustee which the Trustee is not able or reasonably willing to accept; provided that the Trustee, upon the request of the Company, will resign as Trustee with respect to Securities of any series as to which such a determination is made, prior to the issuance of such Securities, and will comply with the request of the Company to execute and deliver a supplemental indenture appointing a successor Trustee pursuant to Section 611 hereof.

Each Security shall be dated the date of its authentication.

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No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309 together with a written statement (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

SECTION 304Temporary Securities.

Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or 1 more temporary Securities of any series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.

SECTION 305Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept a register (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. Unless and until otherwise determined by the Company by or pursuant to a Board Resolution, the Security Register shall be kept at the Corporate Trust Office of the Trustee, and the Trustee is hereby initially appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor.

At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

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Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series for a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any Securities of that series selected for redemption under Section 1103, and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

Notwithstanding the foregoing, any Book-Entry Security shall be exchangeable pursuant to this Section 305 for Securities registered in the names of Persons other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Book-Entry Security or if at any time such Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, and the Company does not appoint a successor Depositary within 90 days after receipt by it of such notice or after it becomes aware of such cessation, (ii) the Company executes and delivers to the Trustee a Company Order that such Book-Entry Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities. Any Book-Entry Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct.

Notwithstanding any other provision in this Indenture, unless and until it is exchanged in whole or in part for Securities that are not in the form of a Book-Entry Security, a Book-Entry Security may not be transferred or exchanged except as a whole by the Depositary with respect to such Book-Entry Security to a nominee of that Depositary or by a nominee of that Depositary to that Depositary or another nominee of that Depositary.

None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in a Book-Entry Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

SECTION 306Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

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Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307Payment of Interest; Interest Rights Preserved.

Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest at the office or agency maintained for this purpose pursuant to Section 1002; provided, however, that at the option of the Company, interest on Securities of any series that bear interest may be paid (i) by check mailed to the address of the Person entitled thereto as it shall appear on the Security Register or (ii) by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register; provided, that such Person shall have given the Trustee written wire instructions at least five Business Days before the applicable Interest Payment Date.

Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:

(1)The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

(2)The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.

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Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 308Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and premium, if any and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

SECTION 309Cancellation.

All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. All Securities so delivered and any Securities surrendered directly to the Trustee for any such purpose shall be promptly canceled by the Trustee and such cancellation shall be noted conspicuously on each such Security. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of in accordance with its customary procedures unless otherwise directed by a Company Order.

SECTION 310Computation of Interest.

Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 311CUSIP Numbers.

In issuing the Securities, the Company may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such CUSIP numbers. The Company will promptly notify the Trustee of any change in the CUSIP numbers.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

(1)either

(A)all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

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(B)all such Securities not theretofore delivered to the Trustee for cancellation

(i)have become due and payable, or

(ii)will become due and payable at their Stated Maturity within one year, or

(iii)are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, or

(iv)are deemed paid and discharged pursuant to Section 403, as applicable,

and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2)the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

(3)the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, or if money or obligations shall have been deposited with or received by the Trustee pursuant to Section 403, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive such satisfaction and discharge.

SECTION 402Application of Trust Money; Indemnification.

(a)Subject to the provisions of the last paragraph of Section 1003 and subsection (c) of this section and Section 615, all money deposited with the Trustee pursuant to Section 401, all money and U.S. Government Obligations or Foreign Government Securities deposited with the Trustee pursuant to Section 403 or 1006 and all money received by the Trustee in respect of U.S. Government Obligations or Foreign Government Securities deposited with the Trustee pursuant to Section 403 or 1006, shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by Section 403 or 1006.

(b)The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or Foreign Government Securities deposited pursuant to Section 403 or 1006, or the interest and principal received in respect of such obligations, other than any payable by or on behalf of Holders.

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(c)The Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations or Foreign Government Securities or money held by it as provided in Section 403 or 1006 which, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such Obligations or Foreign Government Securities or money were deposited or received. This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Securities held under this Indenture.

SECTION 403Satisfaction, Discharge and Defeasance of Securities of any Series.

If this Section 403 is specified, as contemplated by Section 301, to be applicable to Securities of any series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of any such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:

(a)the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;

(b)the Company’s obligations with respect to such Securities of such series under Sections 305, 306, 1002, 1003 and 1107; and

(c)the rights, powers, trusts and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange;

provided, however, that the following conditions have been satisfied:

(d)the Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of such Securities, (i) in the case of Securities of such series denominated in U.S. dollars, cash in U.S. dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such series denominated in a Foreign Currency (other than a basket currency), money and/or Foreign Government Securities in the same Foreign Currency, which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (and premium, if any) (including mandatory sinking fund or analogous payments) of and any interest on all the Securities of such series on the dates such installments of interest or principal are due;

(e)the trust arising from such deposit shall not constitute a regulated investment company under the Investment Company Act of 1940, as amended, or such trust shall be so qualified;

(f)such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;

(g)such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be de-listed as a result thereof;

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(h)no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;

(i)the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or that since the date of this Indenture there has been a change in tax law, in either case to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposits, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; and

(j)the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with.

SECTION 404Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money in accordance with Sections 403 or 1010 with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 403 or 1006 shall be revived and reinstated as though no deposit had occurred pursuant to such Section with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 403 or 1006 with respect to such Securities in accordance with such Section; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.

ARTICLE FIVE

REMEDIES

SECTION 501Events of Default.

“Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless it is inapplicable to a particular series or is specifically deleted or modified in the Board Resolution (or action taken pursuant thereto), Officers’ Certificate or supplemental indenture under which that series of Securities is issued or has been modified in an indenture supplemental hereto):

(1)default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or

(2)default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity, and continuance of such default for a period of 30 days in the case of a Security of that series that becomes due and payable by the terms thereof pursuant to Article Twelve; or

(3)default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series, and continuance of such default for a period of 30 days; or

(4)default in the performance, or breach, of any covenant or warranty of the Company in this Indenture with respect to Securities of that series (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

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(5)the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

(6)the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or

(7)any other Event of Default provided with respect to Securities of that series.

With respect to Securities of a series all or part of which is represented by a Book-Entry Security, the Trustee may establish a record date for determining Holders of Outstanding Securities of such series entitled to join in the giving or making of any Notice of Default. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such Notice of Default, whether or not such Holders remain Holders after such record date; provided, that no such action shall be effective hereunder unless Holders of at least 25% in principal amount of the Outstanding Securities of such series, or their proxies, shall have joined in such Notice of Default prior to the day which is 90 days after such record date. Nothing in this paragraph shall prevent the Trustee, after expiration of such 90-day period, from setting a new record date pursuant to the provisions of this Section 501, provided that nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of such series on the date such action is taken.

SECTION 502Acceleration of Maturity; Rescission and Annulment.

If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or, in the case of Original Issue Discount Securities or Indexed Securities, the specified amount) shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

(1)the Company has paid or deposited with the Trustee a sum sufficient to pay

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(A)all overdue interest on all Securities of that series,

(B)the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities,

(C)to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and all other amounts due to such Trustee under Section 607; and

(2)all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

With respect to Securities of a series all or part of which is represented by a Book-Entry Security, the Trustee may establish a record date for determining Holders of Outstanding Securities of such series entitled to join in the giving or making of a declaration of acceleration, or rescission and annulment, as the case may be. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such declaration of acceleration, or rescission and annulment, as the case may be, whether or not such Holders remain Holders after such record date; provided, that no such action shall be effective hereunder unless Holders of the requisite percentage in principal amount of the Outstanding Securities of such series, or their proxies, shall have joined in such declaration of acceleration, or rescission and annulment, as the case may be, prior to the day which is 90 days after such record date. Nothing in this paragraph shall prevent the Trustee, after expiration of such 90-day period, from setting a new record date pursuant to the provisions of this Section 502, provided that nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of such series on the date such action is taken.

SECTION 503Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if

(1)default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

(2)default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof (other than a Security that becomes due and payable by the terms thereof pursuant to Article Twelve), or

(3)default is made in the payment of the principal of (or premium, if any, on) any Security on the date fixed for redemption of such Security by the terms thereof pursuant to Article Twelve and such default continues for a period of 30 days,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any premium at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and all other amounts due to such Trustee under Section 607.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.

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If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 504Trustee May File Proofs of Claim.

In case of any judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise,

(i)to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and all other amounts due to such Trustee under Section 607) and of the Holders allowed in such judicial proceeding, and

(ii)to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

No provision hereof shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

SECTION 505Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and all other amounts due to such Trustee under Section 607, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

SECTION 506Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 607; and

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SECOND: To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and interest, respectively.

SECTION 507. Limitation on Suits.

No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(1)such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

(2)the Holders of not less than 25% of the principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3)such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such requests;

(4)the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5)no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders, or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

SECTION 507Unconditional Right of Holders to Receive Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

SECTION 508Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

SECTION 509Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

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SECTION 510Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 511Control by Holders.

The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that (1) such direction shall not be in conflict with any rule of law or with this Indenture, and (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

With respect to Securities of a series all or part of which is represented by a Book-Entry Security, the Trustee may establish a record date for determining Holders of Outstanding Securities of such series entitled to join in the giving or making of a direction pursuant to this Section 512. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided, that no such direction shall be effective hereunder unless a majority in principal amount of the Outstanding Securities of that series shall have been obtained prior to the day which is 90 days after such record date. Nothing in this paragraph shall prevent the Trustee, after expiration of such 90-day period, from setting a new record date pursuant to the provisions of this Section 512, provided that nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of such series on the date such action is taken.

SECTION 512Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default (1) in the payment of the principal of, or any premium or interest on, any Security of such series, or (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to waive any past default hereunder. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to waive any default hereunder, whether or not such Holders remain Holders after such record date; provided, that unless such majority in principal amount shall have been obtained prior to the date which is 90 days after such record date, any such waiver previously given shall automatically and without further action by any Holder be cancelled and of no further effect.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

SECTION 513Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date).

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ARTICLE SIX

THE TRUSTEE

SECTION 601Certain Duties and Responsibilities.

The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against such Trustee.

The Trustee shall not be liable for any error of judgement made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.

SECTION 602Notice of Defaults.

If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

SECTION 603Certain Rights of Trustee.

Subject to the provisions of Section 601:

(a)the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order or as otherwise expressly provided herein and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c)whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of willful misconduct on its part, rely upon an Officers’ Certificate;

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(d)the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e)the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f)the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation;

(g)the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(h)The Trustee shall not be charged with knowledge of any default or Event of Default with respect to the Securities of any series unless either (1) a Responsible Officer of the Trustee shall have actual knowledge of such default or Event of Default or (2) written notice of such default or Event of Default shall have been given to the Trustee by the Company or any other obligor on the Securities of any series or by any Holder of the Securities of any series;

(i)the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(j)in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and

(k)the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

SECTION 604Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

SECTION 605May Hold Securities and Serve as Trustee Under Other Indentures.

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

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Subject to the provisions of Section 608, the Trustee may become and act as trustee under other indentures under which other securities, or certificates of interest or participation in other securities, of the Company are outstanding in the same manner as if it were not Trustee.

SECTION 606Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

SECTION 607Compensation and Reimbursement.

The Company agrees

(1)to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2)except as otherwise expressly provided herein, to reimburse the Trustee, and each predecessor Trustee, upon its request for all expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct; and

(3)to fully indemnify the Trustee, and each predecessor Trustee, for, and to hold it harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501 or in connection with Article Five hereof, the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the service in connection therewith are intended to constitute expenses of administration under any bankruptcy law. The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.

SECTION 608Disqualification; Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign to the extent and in the manner provided by, and subject to the provisions of the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series and the indenture dated as of October 1, 1997, between the Company and the Trustee.

SECTION 609Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $500,000,000 subject to supervision or examination by Federal or State authority and having its Corporate Trust Office in The City of New York. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

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SECTION 610Resignation and Removal; Appointment of Successor.

(a)No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.

(b)The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(c)The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company.  If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(d)If at any time:

(1)the Trustee shall fail to comply with Section 608(a) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(2)the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or

(3)the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company by or pursuant to a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

(e)If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

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(f)The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

SECTION 611Acceptance of Appointment by Successor.

(a)In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Any Trustee ceasing to act shall, nevertheless, retain its prior lien upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 607.

(b)In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

(c)Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

(d)No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

SECTION 612Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee or Authenticating Agent then in office, any successor by merger, conversion or consolidation to such authenticating Trustee or Authenticating Agent may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee or successor Authenticating Agent had itself authenticated such Securities.

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SECTION 613Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

SECTION 614Appointment of Authenticating Agent.

The Trustee may, at the instruction and request of the Company, appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of

Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $500,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section.

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If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

By________________________________

as Authenticating Agent

By________________________________

Authorized Officer

SECTION 615Investment of Certain Payments Held by the Trustee.

Any amounts deposited by the Company and held by the Trustee hereunder, other than pursuant to Section 403 or Section 1006 hereof, shall be invested by the Trustee from time to time at the direction of the Company in such investments as may be specified in writing by the Company and reasonably agreed to by the Trustee from time to time; provided that no amounts deposited in respect of any payment on a Security shall be invested in an investment that matures after the due date of such payment and that the Trustee shall have no liability to the Company for any loss on such investments; provided, further, that in investing trust funds pursuant to the terms of this Section and liquidating any investments held in trust hereunder, the Trustee may, to the extent permitted by law, purchase securities (including for the purposes of this paragraph securities as to which the Trustee or a Trustee Affiliate is the issuer or guarantor) from, and sell securities to, itself or any Trustee Affiliate and purchase securities underwritten by, or in which a market is made by, the Trustee or a Trustee Affiliate. For the purposes hereof, a “Trustee Affiliate” shall mean an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Trustee. Any income or gain realized as a result of any such investment shall be promptly distributed to the Company after payment of any amounts required to be paid to the Holders entitled thereto, except after the occurrence and during the continuance of an Event of Default. The Trustee shall have no liability to the Company for any loss resulting from any investment made in accordance with this Section, and shall bear no expense in connection with any investment pursuant to this Section. Any such investment may be sold (without regard to maturity date) by the Trustee whenever necessary to make any distribution required by this Indenture.

ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701Company to Furnish Trustee Names and Addresses of Holders.

With respect to each series of Securities, the Company will furnish or cause to be furnished to the Trustee

(a)semi-annually, not more than 15 days after each Regular Record Date relating to that series (or, if there is no Regular Record Date relating to that series, semi-annually on dates set forth in a Board Resolution or Indenture supplemental hereto with respect to such series furnished pursuant to Section 301) a list, in such form as the Trustee for such series may reasonably require, of the names and addresses of the Holders of that series as of such date, and

(b)at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

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provided, however, that so long as the Trustee is the Security Registrar for a particular series, no such list shall be required to be furnished with respect to such series.

SECTION 702Preservation of Information; Communications to Holders.

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.

The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

SECTION 703Reports by Trustee.

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within sixty days after each May 15 following the date of the first issuance of Securities hereunder, deliver to Holders a brief report, dated as of that May 15, which complies with the provisions of such Section 313.

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange.

SECTION 704Reports by Company.

The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(1)the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety shall be a corporation, partnership, limited liability company or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;

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(2)immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and 3

(3)the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

This Section shall not apply to any merger or consolidation in which the Company is the surviving corporation.

SECTION 802Securities to be Secured in Certain Events.

If, upon any such consolidation or merger of the Company with or into any other corporation, or upon any such conveyance, transfer or lease of the property and assets of the Company substantially as an entirety in accordance with Section 801, any of the property of the Company (other than any property on which Section 1008 would permit the Company to create, assume or suffer to exist Liens without equally and ratably securing the Securities) would thereupon become subject to any mortgage, pledge or lien, the Company, prior to such consolidation, merger, conveyance, transfer or lease, will secure the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities, equally and ratably with any other obligations of the Company then entitled thereto, by a direct lien on all such property prior to all liens other than any theretofore existing thereon.

SECTION 803Successor Substituted.

Upon any consolidation with or merger of the Company into any other Person, or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1)to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or

(2)to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or

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(3)to add any additional Events of Default with respect to all or any series of Securities; or

(4)to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form or in the form of Book-Entry Securities; or

(5)to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or

(6)to secure the Securities; or

(7)to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or

(8)to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611(b); or

(9)to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (9) other than with respect to a defective provision shall not adversely affect the interests of the Holders of Securities of any series in any material respect.

SECTION 902Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than 66 2/3% in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

(1)change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or

(2)reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or

(3)modify any of the provisions of this Section, Section 513 or Section 1011, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each

39

Outstanding Security affected thereby, provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1011, or the deletion of this proviso, in accordance with the requirements of Sections 611(b) and 901(8).

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 903Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

SECTION 904Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 905Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

SECTION 906Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

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ARTICLE TEN

COVENANTS

SECTION 1001Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of (and premium, if any) and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.

SECTION 1002Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Trustee is hereby initially appointed Paying Agent, and the Corporate Trust Office of the Trustee is initially designated as the office or agency where Securities may be presented or surrendered for payment. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

SECTION 1003Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

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Any money deposited with the Trustee or any Paying Agent, or received by the Trustee in respect of obligations deposited with the Trustee pursuant to Section 403 or 1006, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Security of any series and remaining unclaimed for three years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request (unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law), or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 1004Statement as to Compliance.

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate (which shall not be deemed an Officers’ Certificate and need not conform with any of the provisions of Section 102) from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company’s compliance with all conditions and covenants under this Indenture, or as otherwise provided by the Trust Indenture Act. For purposes of this Section 1004, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

SECTION 1005Corporate Existence.

Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company.

SECTION 1006Defeasance of Certain Obligations

If this Section is specified, as contemplated by Section 301, to be applicable to Securities of any series, (a) the Company may omit to comply with any term, provision or condition set forth in Sections 802 and 1006, with respect to the Securities of such series, and any covenants provided pursuant to Sections 301(19), 901(2), 901(7), in each case with respect to Securities of such series, and (b) the occurrence of any event specified in Sections 501(4) (with respect to any of Section 802 and 1006, and any such covenants or defaults provided pursuant to Sections 301(19), 901(2), 901(7) or 501(7)) shall be deemed not to be or result in an Event of Default, in each case with respect to Securities of such Series as provided in this Section, provided that the following conditions shall have been satisfied:

(1)with reference to this Section 1006, the Company has deposited or caused to be irrevocably deposited (except as provided in Section 403) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such (i) in the case of Securities of such series denominated in U.S. dollars, cash in U.S. dollars (or such other money or currencies as shall then be legal tender in the United States) and/or U.S. Government Obligations, or (ii) in the case of Securities of such series denominated in a Foreign Currency (other than a basket currency), money and/or Foreign Government Securities in the same Foreign Currency, which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (and premium, if any) (including mandatory sinking fund or analogous payments) of and any interest on all the Securities of such series on the dates such instalments of interest or principal are due;

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(2)such deposit shall not, in the Opinion of Counsel, cause the Trustee with respect to the Securities of such series to have a conflicting interest as defined in Section 608 and for purposes of the Trust Indenture Act with respect to the Securities of such series;

(3)the trust arising from such deposit shall not constitute a regulated investment company under the Investment Company Act of 1940, as amended, or such trust shall be so qualified;

(4)such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;

(5)no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit;

(6)the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and defeasance had not occurred; and

(7)the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section have been complied with.

SECTION 1007Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with any covenant or condition set forth in Sections 1004 to 1007, inclusive, with respect to the Securities of any series if before or after the time for such compliance the Holders of at least 66 2/3% in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to waive compliance with any covenant or condition hereunder. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to waive any such compliance, whether or not such Holders remain Holders after such record date; provided, that unless the Holders of at least 66 2/3% in principal amount of the Outstanding Securities of such series shall have waived such compliance prior to the date which is 90 days after such record date, any such waiver previously given shall automatically and without further action by any Holder be cancelled and of no further effect.

SECTION 1008Statement by Officers as to Default.

The Company shall deliver to the Trustee, as soon as possible and in any event within five days after the Company becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers' Certificate setting forth the details of such Event of Default or default and the action which the Company proposes to take with respect thereto.

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ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101Applicability of Article.

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article.

SECTION 1102Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution or Officers Certificate.

In case of any redemption at the election of the Company of less than all the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed, and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.

SECTION 1103Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed (unless all of the Securities of a specified tenor are to be redeemed), the particular Securities of a specified tenor to be redeemed shall be selected not more than 90 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and of the tenor subject to such redemption and not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof), of the principal amount of Securities of such series and specified tenor of a denomination larger than the minimum authorized denomination for Securities of that series and specified tenor.

The Trustee shall promptly notify the Company and the Security Registrar, if other than the Trustee, in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

SECTION 1104Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 55 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register.

All notices of redemption shall identify the Securities to be redeemed (including CUSIP number) and shall state:

(1)the Redemption Date,

(2)the Redemption Price,

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(3)in the case of partial redemption of any Securities, the principal amounts of the particular Securities to be redeemed,

(4)that on the Redemption Date the Redemption Price will become due and payable upon each such Security or portion thereof to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,

(5)the place or places where such Securities are to be surrendered for payment of the Redemption Price, and 4

(6)that the redemption is for a sinking fund, if such is the case.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

SECTION 1105Deposit of Redemption Price.

On or prior to the Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities or portions thereof which are to be redeemed on that date.

SECTION 1106Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301, instalments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

SECTION 1107Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Book-Entry Security is so surrendered, such new Security so issued shall be a new Book-Entry Security.

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ARTICLE TWELVE

SINKING FUNDS

SECTION 1201Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 301 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.

SECTION 1202Satisfaction of Sinking Fund Payments with Securities.

The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 1203Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.

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ARTICLE THIRTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES

SECTION 1301Exemption from Individual Liability.

No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer, director, or employee, as such, past, present or future, of the Company or of any successor Person, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations of the Company, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers, directors, or employees, as such, of the Company or of any successor Person, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer, director, or employee, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of such Securities.

* * * * *

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This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed.

SOLUTIA INC.
By:	/s/ James M. Sullivan
	Name:  James M. Sullivan
	Title:  Executive Vice President and CFO

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/s/ M. Callahan
	Name:  Mary Callahan
	Title:  Vice President

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EX-4.2

EXHIBIT 4.2

SOLUTIA INC.,

as Issuer

THE GUARANTORS PARTY HERETO, as Guarantors

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

8¾% SENIOR NOTES DUE 2017

FIRST SUPPLEMENTAL INDENTURE DATED AS OF

October 15, 2009

TO THE INDENTURE DATED AS OF

October 15, 2009

TABLE OF CONTENTS

ARTICLE 1

ESTABLISHMENT; DEFINITIONS AND INCORPORATION BY REFERENCE

		Pagee
SECTION 1.01	Establishment		1
SECTION 1.02	Definitions		2
SECTION 1.03	Other Definitions		26
SECTION 1.04	Incorporation by Reference of Trust Indenture Act		27
SECTION 1.05	Rules of Constructions		27

ARTICLE 2

THE NOTES

SECTION 2.01	Form and Dating	28
SECTION 2.02	Execution and Authentication	28
SECTION 2.03	Registrar and Paying Agent	29
SECTION 2.04	Paying Agent to Hold Money in Trust	29
SECTION 2.05	Holder Lists	29
SECTION 2.06	Transfer and Exchange	30
SECTION 2.07	Replacement Notes	32
SECTION 2.08	Outstanding Notes	33
SECTION 2.09	Treasury Notes	33
SECTION 2.10	Temporary Notes	33
SECTION 2.11	Cancellation	33
SECTION 2.12	CUSIP or ISIN Numbers	34
SECTION 2.13	Additional Notes	34

ARTICLE 3

REDEMPTION AND PREPAYMENT

SECTION 3.01	Notices to Trustee	34
SECTION 3.02	Selection of Notes to be Redeemed	35
SECTION 3.03	Notice of Redemption	35
SECTION 3.04	Effect of Notice Upon Redemption	36
SECTION 3.05	Deposit of Redemption Price	36
SECTION 3.06	Notes Redeemed in Part	36
SECTION 3.07	Optional Redemption	36
SECTION 3.08	Mandatory Redemption	37
SECTION 3.09	Offer to Purchase	37

ARTICLE 4

COVENANTS

SECTION 4.01	Payment of Notes	39
SECTION 4.02	Maintenance of Office or Agency	39

i

SECTION 4.03	Reports	40
SECTION 4.04	Compliance Certificate	40
SECTION 4.05	[Reserved]	41
SECTION 4.06	[Reserved]	41
SECTION 4.07	Restricted Payments	41
SECTION 4.08	Dividend and Other Payment Restrictions Affecting Subsidiaries	43
SECTION 4.09	Incurrence of Indebtedness	45
SECTION 4.10	Limitation on Asset Sales	48
SECTION 4.11	Affiliate Transactions	50
SECTION 4.12	Liens	51
SECTION 4.13	Offer to Repurchase Upon Change of Control	51
SECTION 4.14	Corporate Existence	51
SECTION 4.15	Additional Guarantors	51
SECTION 4.16	Suspension of Covenants	52
SECTION 4.17	Conduct of Business	52

ARTICLE 5

SUCCESSORS

SECTION 5.01	Merger, Consolidation, or Sale of Assets	53
SECTION 5.02	Successor Corporation Substituted	54

ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.01	Events of Default	55
SECTION 6.02	Acceleration	56
SECTION 6.03	Other Remedies	57
SECTION 6.04	Amendments and Waivers	57
SECTION 6.05	Control by Majority	57
SECTION 6.06	Limitation on Suits	57
SECTION 6.07	Rights of Holders of Notes to Receive Payment	58
SECTION 6.08	Collection Suit by Trustee	58
SECTION 6.09	Trustee May File Proofs of Claim	58
SECTION 6.10	Priorities	59
SECTION 6.11	Undertaking for Costs	59

ARTICLE 7

TRUSTEE

SECTION 7.01	Certain Duties and Responsibilities	59
SECTION 7.02	Notice of Defaults	60
SECTION 7.03	Certain Rights of Trustee	60
SECTION 7.04	Not Responsible for Recitals or Issuance of Notes	61
SECTION 7.05	May Hold Notes and Serve as Trustee Under Other Indentures	61
SECTION 7.06	Money Held in Trust	61
SECTION 7.07	Compensation and Reimbursement	62

ii

SECTION 7.08	Disqualifications:  Conflicting Interests	62
SECTION 7.09	Corporate Trustee Required:  Eligibility	62
SECTION 7.10	Resignation and Removal; Appointment of Successor	63
SECTION 7.11	Acceptance of Appointment by Successor	64
SECTION 7.12	Merger, Conversion, Consolidation or Succession to Business	64
SECTION 7.13	Preferential Collection of Claims Against Issuer	65
SECTION 7.14	Investment of Certain Payments Held by the Trustee	65

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	65
SECTION 8.02	Legal Defeasance and Discharge	65
SECTION 8.03	Covenant Defeasance	66
SECTION 8.04	Conditions to Legal or Covenant Defeasance	66
SECTION 8.05	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	67
SECTION 8.06	Satisfaction and Discharge	68
SECTION 8.07	Repayment to Issuer	68
SECTION 8.08	Survival	69

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01	Without Consent of Holder	69
SECTION 9.02	Supplemental Indentures with Consent of Holders	70
SECTION 9.03	Compliance with Trust Indenture Act	71
SECTION 9.04	Revocation and Effect of Consents	71
SECTION 9.05	Trustee to Sign Amendments	71

ARTICLE 10

[RESERVED]

ARTICLE 11

GUARANTEES

SECTION 11.01	Guarantees	72
SECTION 11.02	Limitation on Liability	73
SECTION 11.03	Successors and Assigns	73
SECTION 11.04	No Waiver	73
SECTION 11.05	[Reserved]	73
SECTION 11.06	Release of Guarantor	73
SECTION 11.07	Contribution	74

iii

ARTICLE 12

[RESERVED]

ARTICLE 13

MISCELLANEOUS

SECTION 13.01	Trust Indenture Act Controls	74
SECTION 13.02	Notices	74
SECTION 13.03	Communication by Holders of Notes with Other Holders of Notes	75
SECTION 13.04	Certificate and Opinion as to Conditions Precedent	76
SECTION 13.05	Statements Required in Certificate or Opinion	76
SECTION 13.06	Rules by Trustee and Agents	76
SECTION 13.07	No Personal Liability of Directors, Officers, Employees and Stockholders	76
SECTION 13.08	Governing Law	76
SECTION 13.09	No Adverse Interpretation of Other Agreements	77
SECTION 13.10	Successors	77
SECTION 13.11	Severability	77
SECTION 13.12	Counterpart Originals	77
SECTION 13.13	Table of Contents, Headings, Etc.	77
SECTION 13.14	Force Majeure	77
SECTION 13.15	Note Purchases by Issuer and Affiliates	77

iv 

SOLUTIA INC.

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939

AND FIRST SUPPLEMENTAL INDENTURE DATED AS OF OCTOBER 15, 2009

Section of Trust Indenture Act of 1939	Section(s) of First Supplemental Indenture
§ 310       (a)(1)		7.10
(a)(2)		7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)		7.10
(b)		7.08, 7.10
(c)	N.A.
§ 311       (a)		7.11
(b)		7.11
(c)	N.A.
§ 312       (a)		2.05, 13.03
(b)		2.05, 13.03
(c)		2.05
§ 313       (a)		7.06
(b)(1)	N.A.
(b)(2)		7.06, 7.07
(c)		7.06, 13.02
(d)		7.06, 13.02
§ 314       (a)		4.03, 4.04, 13.05
(b)	N.A.
(c)(1)		13.04
(c)(2)		13.04
(c)(3)	N.A.
(d)	N.A.
(e)		13.05
§ 315       (a)		7.01
(b)		7.05, 11.02
(c)		7.01
(d)		7.01
(e)		6.11
§ 316       (a)(1)(A)		6.05
(a)(1)(B)		6.04
(a)(2)	N.A.
(a) (last sentence)		6.11
(b)		6.07
§ 317       (a)(1)		6.08
(a)(2)		6.09
(b)		2.04
§ 318       (a)		13.01
(b)	N.A.
(c)		13.01

_________________

Note:                      This reconciliation and tie shall not, for any purpose, be deemed to be a part of this First Supplemental Indenture.

-v-

This FIRST SUPPLEMENTAL INDENTURE, dated as of October 15, 2009 (this “First Supplemental Indenture”), is by and between Solutia Inc., a Delaware corporation (such corporation and any successor as defined in the Base Indenture, the “Issuer”), the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (such institution and any successor as defined in the Base Indenture, the “Trustee”).

WITNESSETH:

WHEREAS, the Issuer has previously executed and delivered an indenture, dated as of October 15, 2009 (the “Base Indenture”), with the Trustee providing for the issuance from time to time of one or more series of the Issuer’s senior debt securities;

WHEREAS, Section 901 of the Base Indenture provides that the Issuer and the Trustee may enter into an indenture supplemental to the Base Indenture to establish the form or terms of Securities of any series as permitted by Section 301 and Section 901 of the Base Indenture; and

WHEREAS, the Issuer is entering into this First Supplemental Indenture to establish the form and terms of its 8¾% Senior Notes due 2017 (the “Notes”;  which defined term shall include the Initial Notes and any Additional Notes);

WHEREAS, the Base Indenture is incorporated herein by reference and the Base Indenture, as supplemented by this First Supplemental Indenture is herein called this “Indenture,” as that term is defined in the Base Indenture; and

WHEREAS, all conditions necessary to authorize the execution and delivery of this First Supplemental Indenture and to make it a valid and binding obligation of the Issuer and the Guarantors have been done or performed.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

ESTABLISHMENT; DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.   Establishment

.

(a)There is hereby established a new series of Securities to be issued under this First Supplemental Indenture, to be designated as the Issuer’s 8¾% Senior Notes due 2017.

(b)There are to be authenticated and delivered on the date hereof Four Hundred Million Dollars ($400,000,000) aggregate principal amount of the Notes.  Additional Notes may be issued under this First Supplemental Indenture after the date hereof in accordance with Section 2.13.

(c)The Notes shall be issued in the form of one or more permanent Notes in substantially the form set out in Exhibit A hereto.

(d)Each Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent date to which interest has been paid or duly provided for.

(e)With respect to the Notes (and any Guarantees endorsed thereon) only, the Base Indenture shall be supplemented pursuant to Sections 201, 301 and 901 thereof to establish the terms of the Notes (and any Guarantees endorsed thereon) as set forth in this First Supplemental Indenture, including as follows:

(i)the provisions of Articles 1, 3, 4, 5, 6, 8, 9, 10 and 11 of the Base Indenture are deleted and replaced in their entirety (other than Sections 103, 104, 111, 114, 512 and 906 of the Base Indenture) by the provisions of Articles 1 and 13, 2, 8, 6, 7, 5, 9, 4 and 3, respectively, of this First Supplemental Indenture;

(ii)the form and terms of the securities representing the Notes required to be established pursuant to Article 2 of the Base Indenture shall be established in accordance with Article 2 of this First Supplemental Indenture; and

(iii)the provisions of Article 12 of the Base Indenture shall not be applicable to the Notes.

To the extent that the provisions of this First Supplemental Indenture (including those referred to in clauses (i) and (ii) immediately above) conflict with any provision of the Base Indenture, the provisions of this First Supplemental Indenture shall govern and be controlling solely with respect to the Notes (and any Guarantees endorsed thereon).

(f)Unless otherwise expressly specified, references in this First Supplemental Indenture to specific Article numbers or Section numbers refer to Articles and Sections contained in this First Supplemental Indenture, and not the Base Indenture or any other document.

SECTION 1.02.   Definitions

(a)All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Base Indenture.

(b)The following are definitions used in this First Supplemental Indenture and to the extent that a term is defined both herein and in the Base Indenture, unless otherwise specified, the definition in this First Supplemental Indenture shall govern solely with respect to the Notes (and any Guarantee endorsed thereon).

“Acquired Indebtedness” means (1) with respect to any Person that becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such Person and its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary and (2) with respect to the Issuer or any Restricted Subsidiary, any Indebtedness of a Person (other than the Issuer or a Restricted Subsidiary) existing at the time such Person is merged with or into the Issuer or a Restricted Subsidiary, or Indebtedness expressly assumed in connection with the acquisition of the stock or any asset or assets from another Person; provided that such Indebtedness was not incurred by such Person in connection with or in contemplation of such merger or acquisition.

2

“Additional Notes” means, subject to the Issuer’s compliance with Section 4.09, 8¾% Senior Notes due 2017 issued from time to time after the Issue Date under the terms of this First Supplemental Indenture (other than pursuant to Sections 2.06, 2.07, 2.10 or 3.06 of this First Supplemental Indenture).

“affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1)           1.0% of the principal amount of such Note; and

(2)           the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at November 1, 2013 (such redemption price being set forth in Section 3.07), plus (ii) all required interest payments due on such Note through November 1, 2013 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) then outstanding principal amount of such Note.

“Asset Sale” means any Transfer by the Issuer or any Restricted Subsidiary (other than to the Issuer or a Restricted Subsidiary) of:

(1)          any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares and, to the extent required by local ownership laws in foreign countries, shares owned by foreign shareholders);

(2)           all or substantially all the assets of any division, business segment or comparable line of business of the Issuer or any Restricted Subsidiary; or

(3)           any other assets of the Issuer or any Restricted Subsidiary outside of the ordinary course of business of the Issuer or such Restricted Subsidiary.

Notwithstanding the foregoing, the term “Asset Sale” shall not include:

(a)           for purposes of Section 4.10, a Transfer that constitutes a Permitted Investment or a Restricted Payment permitted by Section 4.07 or permitted under Section 5.01.

(b)           sales of accounts receivable of the type specified in the definition of “Qualified Securitization Transaction” to a Securitization Entity for the Fair Market Value thereof;

(c)           sales or grants of non-exclusive licenses to use the patents, trade secrets, know-how and other intellectual property of the Issuer or any Restricted Subsidiary to the extent that such licenses are granted in the ordinary course of business, and do not prohibit the Issuer or any Restricted Subsidiary from using the technologies licensed and do not require the Issuer or any Restricted Subsidiary to pay any fees for any such use;

3

(d)           a Transfer pursuant to any foreclosure of assets or other remedy provided by applicable law by a creditor of the Issuer or any Restricted Subsidiary with a Lien on such assets, if such Lien is permitted under this First Supplemental Indenture;

(e)           a Transfer involving only Temporary Cash Investments or Inventory in the ordinary course of business;

(f)           any Transfer of damaged, worn-out or obsolete equipment in the ordinary course of business;

(g)           the lease or sublease of any real or personal property in the ordinary course of business;

(h)           a Transfer of assets having a Fair Market Value and a sale price of less than $5.0 million;

(i)           any Transfer constituting a taking, condemnation or other eminent domain proceeding for which no proceeds are received;

(j)           dispositions of accounts receivable in connection with the collection or compromise thereof;

(k)           dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property which is concurrently purchased pursuant to a transaction otherwise permitted hereunder, in each case under Section 1031 of the Code; or

(l )           dispositions of the Equity Interests of or other Investments in any joint venture to the extent required by the terms of customary buy/sell type arrangements entered into in connection with the formation of such joint venture.

“Bank Collateral Agent” means, collectively, the Persons designated as such under the Credit Facilities or any Person otherwise performing the duties typical of a collateral agent under a credit facility like the Credit Facilities.

“Capital Lease Obligations” means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP.  The amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP (except for temporary treatment of construction-related expenditures paid by any Person other than the Issuer or any of its Restricted Subsidiaries under EITF 97-10, “The Effect of Lessee Involvement in Asset Construction,” which will ultimately be treated as operating leases upon a sale-leaseback transaction), and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

4

“Change of Control” means the occurrence of any of the following events:

(1)           any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Voting Stock representing 50% or more of the voting power of the total outstanding Voting Stock of the Issuer;

(2)           during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election to the Board of Directors or whose nomination for election by the shareholders of the Issuer was approved by a vote of the majority of the directors of the Issuer then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office;

(3)           the Issuer consolidates with or merges with or into another Person or another Person merges with or into the Issuer, or all or substantially all the assets of the Issuer and the Restricted Subsidiaries, taken as a whole, are Transferred to another Person, and, in the case of any such merger or consolidation, the securities of the Issuer that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of the Voting Stock of the Issuer are changed into or exchanged for cash, securities or property, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the surviving Person that represent immediately after such transaction, at least a majority of the aggregate voting power of the Voting Stock of the surviving Person; or

(4)           the Issuer liquidates or dissolves or the stockholders of the Issuer adopt a plan of liquidation or dissolution.

“Code” means the Internal Revenue Code of 1986, as amended.

“Consolidated Coverage Ratio” as of any date of determination means the ratio of (a) the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters for which internal financial statements are available to (b) Consolidated Fixed Charges for such four fiscal quarters; provided that:

(1)           if the Issuer or any Restricted Subsidiary has incurred any Indebtedness since the beginning of such period and prior to the event for which the Consolidated Coverage Ratio is being calculated that remains outstanding prior to the event for which the calculation is being made, EBITDA and Consolidated Fixed Charges for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been incurred on the first day of such period and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period (except that, in the case of Indebtedness used to finance working capital needs incurred under a revolving credit or similar arrangement, the amount thereof shall be deemed to be the average daily balance of such Indebtedness during such four-fiscal-quarter period);

(2)           if since the beginning of such period the Issuer or any Restricted Subsidiary shall have Transferred any assets in an Asset Sale, the EBITDA for such period shall be reduced by an amount equal to the EBITDA (whether positive or negative) directly attributable to the assets which are the subject of such Transfer for such period, and Consolidated Fixed Charges for such period shall be reduced by an amount equal to the Consolidated Fixed Charges directly attributable to any Indebtedness of the Issuer or any Restricted Subsidiary repaid, repurchased, defeased, assumed by a third person (to the extent the Issuer and its Restricted Subsidiaries are no longer liable for such Indebtedness) or otherwise discharged with respect to the Issuer and its continuing Restricted Subsidiaries in connection with such Transfer for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Fixed Charges for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Issuer and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

5

(3)           if since the beginning of such period the Issuer or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of assets, which acquisition constitutes all or substantially all of an operating unit or division of a business, including any such Investment or acquisition occurring in connection with a transaction requiring a calculation to be made hereunder, EBITDA and Consolidated Fixed Charges for such period shall be calculated after giving pro forma effect thereto (including the incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period;

(4)           if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period) shall have made any Transfer of assets in an Asset Sale, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (2) or clause (3) above if made by the Issuer or a Restricted Subsidiary during such period, EBITDA and Consolidated Fixed Charges for such period shall be calculated after giving pro forma effect thereto as if such Transfer, Investment or acquisition occurred on the first day of such period; and

(5)           if the Issuer or any Restricted Subsidiary has repaid any Indebtedness since the beginning of such period that no longer remains outstanding on such date of determination, EBITDA and Consolidated Fixed Charges for such period shall be calculated after giving effect on a pro forma basis to the repayment of such Indebtedness as if such Indebtedness had repaid on the first day of such period as if such discharge had occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the amount of income, earnings or expense relating thereto and the amount of Consolidated Fixed Charges associated with any Indebtedness incurred in connection therewith, the pro forma calculations shall be (i) based on the reasonable good faith judgment of a responsible financial or accounting officer of the Issuer and (ii) set forth in a certificate delivered to the Trustee from such officer (it may include, for the avoidance of doubt, cost savings and operating expense reductions resulting from such transaction (which are being given pro forma effect) that are reasonably expected to be realized in the twelve month period immediately subsequent to such transaction).  If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest of such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months).

“Consolidated Fixed Charges” means, with respect to any period, the sum (without duplication) of:

(1)           the interest expense of the Issuer and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP consistently applied, including, without limitation:

6

(a)           amortization of debt issuance costs and debt discount;

(b)            the net payments, if any, under Interest Rate Agreements (including amortization of discounts);

(c)           the interest portion of any deferred payment obligation;

(d)           accrued interest;

(e)           commissions, discounts and other fees and charges incurred in respect of letters of credit or bankers acceptance financings;

(2)           the interest component of the Capital Lease Obligations paid or accrued during such period;

(3)           all interest capitalized during such period;

(4)           interest accrued during such period on Indebtedness of the type described in clause (6) or (7) of the definition of “Indebtedness”;

(5)           the product of

(a)           the amount of all dividends on any series of Preferred Stock of the Issuer and the Restricted Subsidiaries (other than dividends paid in Qualified Stock and other than dividends paid to the Issuer or to a Restricted Subsidiary) paid, accrued or scheduled to be paid or accrued during such period; and

(b)           a fraction, the numerator of which is one and the denominator of which is one minus then current effective consolidated Federal, state and local tax rate of the Issuer, expressed as a decimal;

and

(6)           fees related to a Qualified Securitization Transaction.

“Consolidated Net Income” means, for any period, the net income (or loss) of the Issuer and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP consistently applied; provided that there shall not be included in such Consolidated Net Income:

(1)           any extraordinary, unusual, or non-recurring gains or losses or expenses;

(2)           any net income or loss of any Person if such Person is not a Restricted Subsidiary, except Consolidated Net Income shall be increased by the amount of cash actually distributed by such Person during such period to the Issuer or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (3) below);

(3)           the net income of any Restricted Subsidiary to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, without prior approval (that has not been obtained), pursuant to the terms of its charter or any agreement, instrument and governmental regulation applicable to such Restricted Subsidiary or its stockholders;

7

(4)           any gain or loss realized upon the sale or other disposition of (x) any assets (including pursuant to Sale and Leaseback Transactions) which is not sold or otherwise disposed of in the ordinary course of business or (y) any Capital Stock of any Person;

(5)           any net after-tax income or loss from discontinued operations; and

(6)           the cumulative effect of a change in accounting principles.

“Consolidated Net Tangible Assets” means, as of any date of determination, the Total Assets less the sum of (1) the goodwill, net, and other intangible assets, and (2) all current liabilities, in each case, reflected on the most recent consolidated balance sheet of the Issuer and its Restricted Subsidiaries as at the end of the most recently ended fiscal quarter for which financial statements have been or are required to have been delivered pursuant to this First Supplemental Indenture, as applicable, as of the date of determination, determined on a consolidated basis in accordance with GAAP (and, in the case of any determination relating to any Investment, on a Pro Forma Basis including any property or assets being acquired in connection therewith).

“Corporate Trust Office” means an office of the Trustee at which at any particular time its corporate trust business shall be administered, which office of The Bank of New York Mellon Trust Company, N.A., at the date of the execution of this First Supplemental Indenture is located at 2 North LaSalle Street, Suite 1020, Chicago, IL 60602, Attn:  Corporate Trust Administration.

“Credit Facilities” means (i) that certain $400,000,000 Credit Agreement dated as of February 28, 2008 among the Issuer, as U.S. borrower, Solaria Europe SPRL/BVA and Flexsys SA/NV, as European borrowers, the lenders named therein, and Citibank, N.A. as administrative agent and as collateral agent, (ii) that certain $1,200,000,000 Credit Agreement dated as of February 28, 2008 among the Issuer, as borrower, the lenders named therein, and Citibank, N.A. as administrative agent and as collateral agent, and (iii) any other documents evidencing Indebtedness, and in each case including any notes, guarantees, collateral and security documents (including mortgages, pledge agreements and other security arrangements), instruments and agreements executed in connection therewith, and in each case as amended, amended and restated, supplemented, modified or Refinanced from time to time, including, without limitation, any agreement or agreements extending the maturity of, or Refinancing (including increasing the amount of borrowings or other Indebtedness outstanding or available to be borrowed thereunder), all or any portion of the Indebtedness under such agreement, including, without limitation, any indenture or indentures, and any successor or replacement agreement or agreements, including, without limitation, any indenture or indentures with the same or any other agents, creditor, lender or group of creditors, lenders, trustee or noteholders.

“Currency Agreement” means, with respect to any Person, any foreign exchange contract, currency swap agreement or other similar agreement to which such Person is a party or a beneficiary.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Designated Noncash Consideration” means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Noncash Consideration pursuant to an officer’s certificate, setting forth the basis of such valuation, executed by a senior financial officer of the Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

8

“Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

(1)           matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise; or

(2)           is redeemable at the option of the holder thereof, in whole or in part,

in each case on or prior to the date that is 91 days after the Stated Maturity of the Notes and for consideration that is not Qualified Stock; provided that any class of Capital Stock of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Qualified Stock, and that is not convertible, puttable or exchangeable for Disqualified Stock or Indebtedness, will not be deemed to be Disqualified Stock so long as such Person satisfies its obligations with respect thereto solely by the delivery of Qualified Stock; provided further that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Capital Stock is convertible, exchangeable or exercisable) the right to require the Issuer or any Restricted Subsidiary to redeem or purchase such Capital Stock upon the occurrence of a change in control occurring prior to the final maturity date of the Notes shall not constitute Disqualified Stock if the change in control provisions applicable to such Capital Stock are no more favorable to such holders than the provisions set forth in Section 4.13 and such Capital Stock specifically provides that the Issuer or such Restricted Subsidiary will not redeem or purchase any such Capital Stock pursuant to such provisions prior to the Issuer’s purchase of the Notes as required pursuant to the provisions set forth in Section 4.13.

“Domestic Subsidiary” means a Restricted Subsidiary of the Issuer that is not a Foreign Subsidiary.

“EBITDA” for any period means the sum of Consolidated Net Income for such period plus, without duplication, the following to the extent deducted in calculating such Consolidated Net Income:

(1)           Consolidated Fixed Charges;

(2)           income tax expense determined on a consolidated basis in accordance with GAAP;

(3)           depreciation expense determined on a consolidated basis in accordance with GAAP;

(4)           amortization expense determined on a consolidated basis in accordance with GAAP;

(5)           amounts attributable to minority interest;

(6)           any unusual or non-recurring non-cash charge (including any impairment charge or asset write-off pursuant to GAAP) (provided that if any such non-cash charge represents an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period);

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(7)           all costs and expenses arising from or related to the Notes, the Credit Facilities, the Equity Rights Offering, the Creditor Rights Offering or Solutia’s emergence from Chapter 11 protection incurred prior to the first anniversary of the Issue Date;

(8)           non-cash stock compensation, including any non-cash expenses arising from stock options, stock grants or other equity-incentive programs, the granting of stock appreciation rights and similar arrangements;

(9)           to the extent the related loss is not added back in calculating such Consolidated Net Income, proceeds of business interruption insurance policies to the extent of such related loss;

(10)           fees related to a Qualified Securitization Transaction;

(11)           one-time cash charges associated with plant closures and other restructuring charges, in all cases not exceeding $75.0 million in the aggregate prior to the final maturity date of the Notes (excluding any such charges pursuant to the Transactions); and

(12)           to the extent non-recurring and not capitalized, any fees, costs and expenses of the Issuer and its Restricted Subsidiaries incurred as a result of Permitted Acquisitions, Investments, Asset Sales permitted hereunder and the issuance, repayment or amendment of Equity Interests or Indebtedness permitted hereunder (in each case, whether or not consummated);

provided that EBITDA shall be reduced by the following:

(a)           all non-cash items increasing such Consolidated Net Income (excluding (x) any non-cash item to the extent that it represents an accrual of cash receipts to be received in a subsequent period and (y) the amount attributable to minority interests);

(b)           any non-recurring gains; and

(c)           amounts paid in cash as dividends or other distributions to holders of minority interests.

“Equity Offering” means a public or private offering or placement of Capital Stock of the Issuer (other than Disqualified Stock) that generates gross proceeds to the Issuer thereof of at least $25.0 million.

“Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction.  Fair Market Value (other than of any asset with a public trading market) in excess of $20.0 million shall be determined by the Board of Directors acting reasonably and in good faith and shall be evidenced by a Board Resolution delivered to the Trustee.

“Foreign Subsidiary” means (i) a Restricted Subsidiary that is incorporated in a jurisdiction other than the United States or a State thereof or the District of Columbia, and (ii) any Restricted Subsidiary that has no material assets other than Capital Stock, securities or indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof).

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“GAAP” means generally accepted accounting principles in the United States of America as in effect and adopted by the Issuer on the Issue Date.

“Global Notes” means the global Notes substantially in the form of Exhibit A hereto issued in accordance with Article 2.

“guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(1)           to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or

(2)           entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided that the term “guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.  The term “guarantee” used as a verb has a corresponding meaning.  The term “guarantor” shall mean any Person guaranteeing any obligation.

“Guarantee” means a full and unconditional senior guarantee of the Notes pursuant to this First Supplemental Indenture.

“Guarantor” means any Restricted Subsidiary of the Issuer that issues a Guarantee of the Notes, in each case, until such Person is released from its Guarantee in accordance with this First Supplemental Indenture.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement entered into in the ordinary course of business and not for speculative purposes.

“Holder” means a Person in whose name a Note is registered.

“incur” means issue, create, assume, guarantee, incur or otherwise become liable for; provided that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be incurred by such Subsidiary at the time it becomes a Restricted Subsidiary.  Neither the accrual of interest nor the accretion of original issue discount shall be deemed to be an incurrence of Indebtedness.  The term “incurrence” when used as a noun shall have a correlative meaning.

“Indebtedness” means, with respect to any Person, without duplication, and whether or not contingent:

(1)           all indebtedness of such Person for borrowed money or for the deferred purchase price of assets or services or which is evidenced by a note, bond, debenture or similar instrument, to the extent it would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP;

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(2)           all Capital Lease Obligations of such Person;

(3)           all obligations of such Person in respect of letters of credit or bankers’ acceptances issued or created for the account of such Person;

(4)           net obligations of such Person under Interest Rate Agreements or Currency Agreements;

(5)           all Disqualified Stock issued by such Person and all Preferred Stock issued by any Restricted Subsidiary of such Person, in each case, valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends thereon;

(6)           to the extent not otherwise included, any guarantee by such Person of any other Person’s indebtedness or other obligations described in clauses (1) through (5) above; and

(7)           all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of such Indebtedness shall be the lesser of (x) the Fair Market Value of such asset at such date of determination and (y) the amount of such Indebtedness.

For the avoidance of doubt, “Indebtedness” shall not include:

(a)           current trade payables or other accrued liabilities incurred in the ordinary course of business and payable in accordance with customary practices;

(b)           deferred tax obligations;

(c)           minority interest;

(d)           non-interest bearing installment obligations and accrued liabilities incurred in the ordinary course of business; and

(e)           obligations of the Issuer or any Restricted Subsidiary pursuant to contracts for, or options, puts or similar arrangements relating to, the purchase of raw materials or the sale of Inventory at a time in the future entered into in the ordinary course of business.

For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this First Supplemental Indenture, and if such price is based upon, or measured by the Fair Market Value of, such Disqualified Stock, such Fair Market Value is to be determined in good faith by the board of directors of the issuer of such Disqualified Stock.  The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations as described above at such date; provided that the amount outstanding at any time of any Indebtedness issued with original issue discount shall be deemed to be the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP.  The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness or Disqualified Stock, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this First Supplemental Indenture.

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“Independent Financial Advisor” means a firm:

(1)           which does not, and whose directors, officers or affiliates do not, have a material financial interest in the Issuer or any of its Subsidiaries; and

(2)           which, in the judgment of the Board of Directors, is otherwise independent and qualified to perform the task for which it is to be engaged.

“Initial Notes” means $400,000,000 in aggregate principal amount of Notes issued under this First Supplemental Indenture on the Issue Date.

 “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement or other similar financial agreement or arrangement.

“Inventory” has the meaning provided in the Uniform Commercial Code of the State of New York, as amended.

“Investment” in any Person means any direct or indirect advance, loan or other extension of credit (including by way of guarantee or similar arrangement) or capital contribution to, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person.  “Investment” excludes (a) any Restricted Payment of the type described in clause (2) of the definition “Restricted Payment” and (b) any purchase or acquisition of Indebtedness of the Issuer or any of its Subsidiaries.

For purposes of the definition of “Unrestricted Subsidiary,” the definition of “Restricted Payment” and Section 4.07:

(1)           “Investment” shall include the portion (proportionate to the Issuer’s direct and indirect equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary;

(2)           any asset Transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such Transfer; and

(3)           if the Issuer or any Restricted Subsidiary Transfers any Capital Stock of any direct or indirect Restricted Subsidiary, or any Restricted Subsidiary issues Capital Stock, such that, after giving effect to any such Transfer or issuance, such Person is no longer a Restricted Subsidiary, the Issuer shall be deemed to have made an Investment on the date of any such Transfer or issuance equal to the Fair Market Value of the Capital Stock of such Person held by the Issuer or such Restricted Subsidiary immediately following any such Transfer or issuance.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or, in either case, an equivalent rating by any other Rating Agency.

“Issue Date” means October 15, 2009.

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“Issuer Request” and “Issuer Order” mean, respectively, a written request or order signed in the name of the Issuer by its Chairman or Vice Chairman of the Board, its President, its Chief Financial Officer, or a Vice Chairman or Vice President of the Issuer, and also by its Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its Secretary or an Assistant Secretary, and delivered to the Trustee.

 “Lien” means any mortgage, deed of trust, lien, pledge, charge, debenture, security interest or encumbrance of any kind in respect of an asset with respect to any asset then held by the Issuer or a Restricted Subsidiary, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in any asset and any filing of, or agreement to give, any financing statement under the UCC or equivalent statutes) of any jurisdiction other than to evidence a lease.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Available Proceeds” from an Asset Sale means the aggregate cash proceeds received by such Person and/or its affiliates in respect of such transaction, which amount is equal to the excess, if any, of:

(1)           the cash received by such Person and/or its affiliates (including any cash payments received by way of deferred payment pursuant to, or monetization of, a note or installment receivable or otherwise, but only as and when received) in connection with such transaction, over

(2)           the sum of (a) the amount of any Indebtedness that is secured by such asset and which is repaid by such person in connection with such transaction (other than any such Indebtedness assumed by the purchaser of such assets), plus (b) all fees, commissions, and other expenses incurred by such Person in connection with such transaction, plus (c) provision for taxes, including income taxes, attributable to the transaction or attributable to required prepayments or repayments of Indebtedness with the proceeds of such transaction, including any withholding taxes imposed on the repatriation of proceeds, plus (d) a reasonable reserve for the after-tax cost of any indemnification payments (fixed or contingent) attributable to seller’s indemnities to purchaser in respect of such transaction undertaken by the Issuer or any of its Restricted Subsidiaries in connection with such transaction, plus (e) if such Person is a Restricted Subsidiary, any dividends or distributions payable to holders of minority interests in such Restricted Subsidiary from the proceeds of such transaction, plus (f) any reasonable reserves established by, and reflected on the financial statements of, the Issuer and its Restricted Subsidiaries in accordance with GAAP (other than any taxes deducted pursuant to clause (c) above) (x) associated with the assets that are the subject of such event and (y) retained by the Issuer or any Restricted Subsidiary to fund contingent liabilities that are directly attributable to such event and that are reasonably estimated to be payable by the Issuer or any Restricted Subsidiary within 18 months following the date that such event occurred (other than in the case of contingent tax liabilities, which shall be reasonably estimated to be payable within the current or immediately succeeding tax year); provided that any amount by which such reserves are reduced for reasons other than payment of any such contingent liabilities shall be considered “Net Available Proceeds” on the date of such reduction.

“Net Cash Proceeds” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

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“Obligations” means, with respect to any Indebtedness, any principal, interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities payable under the documentation governing such Indebtedness.

“Officer” means the Chairman of the Board, Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the principal accounting officer, the Secretary or any Assistant Secretary, any Executive Vice President or any Vice President of the Issuer.

“Officers’ Certificate” means a certificate, in form and substance reasonably satisfactory to the Trustee, signed by two Officers of the Issuer, at least one of whom shall be the principal executive officer, the Treasurer, the principal accounting officer, or principal financial officer of the Issuer, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion from legal counsel acceptable to the Trustee. Counsel may be an employee of or counsel to the Issuer.

“Permitted Business” means (1) the same or a similar line of business as the Issuer and the Restricted Subsidiaries are engaged in on the Issue Date as described in the Prospectus Supplement and (2) such business activities as are complementary, incidental, ancillary or related to, or are reasonable extensions of, the foregoing.  Businesses related to the manufacturing, sale or distribution of high performance chemical-based products and materials are Permitted Businesses.

“Permitted Investment” means:

(1)           any Investment in Temporary Cash Investments or the Notes;

(2)           any Investment in the Issuer or any Restricted Subsidiary;

(3)           any Investment by the Issuer or any Restricted Subsidiary in a Person, if as a result of such Investment:

(a)           such Person becomes a Restricted Subsidiary; or

(b)           such Person is merged or consolidated with or into, or Transfers or conveys all or substantially all of its assets to, or is liquidated into, the Issuer or a Guarantor;

(4)           receivables owing to the Issuer or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;

(5)           loans or advances to employees of the Issuer or any Restricted Subsidiary that are made in the ordinary course of business of the Issuer or such Restricted Subsidiary, in an aggregate amount, taken together with all other loans or advances made pursuant to this clause (5) that are at the time outstanding, not to exceed $15.0 million;

(6)           Investments to the extent such Investment represents the non-cash portion of the consideration received in an Asset Sale as permitted pursuant to Section 4.10 or represents consideration received from the sale of assets not considered to be an Asset Sale for purposes of such covenant;

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(7)           Investments of cash or Temporary Cash Investments in any Restricted Subsidiary that is not a Guarantor in the form of Indebtedness that is not subordinated by its terms to any other obligations;

(8)           Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(9)           Hedging Obligations incurred pursuant to clause (7) of Section 4.09(b);

(10)           Additional Investments in an aggregate amount, taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding, not to exceed the greater of $100.0 million or 5.0% of the Consolidated Net Tangible Assets of the Issuer;

(11)           any Investment by the Issuer or a Wholly Owned Subsidiary of the Issuer in a Securitization Entity; provided that such Investment is in the form of a Purchase Money Note or an equity interest or interests in accounts receivable generated by the Issuer or any of its Subsidiaries;

(12)           any Indebtedness of the Issuer to any of its Subsidiaries incurred in connection with the purchase of accounts receivable and related assets by the Issuer from any such Subsidiary which assets are subsequently conveyed by the Issuer to a Securitization Entity in a Qualified Securitization Transaction;

(13)           any guarantees of Indebtedness permitted by clause (6) of Section 4.09(b);

(14)           Investments consisting of take-or-pay obligations contained in supply agreements relating to products, services or commodities of a type that the Issuer or any of its Subsidiaries uses or sells in the ordinary course of business;

(15)           security deposits required by utility companies and other Persons in a similar line of business to that of utility companies and governmental authorities that are utility companies, in each case, made in the ordinary course of business of the Issuer and its Subsidiaries;

(16)           Investments existing on the Issue Date;

(17)           advances of payroll payments to employees in the ordinary course of business; and

(18)           Investments in respect of Treasury Services Agreements permitted under clause (13) of the definition of “Permitted Indebtedness.”

The amount of any Permitted Investment made in assets other than cash shall be its Fair Market Value.

The amount of any Investments outstanding for purposes of clause (10) or (14) above and the amount of Investments deemed made since the Issue Date for purposes of clause (6) of Section 4.07(b) shall be equal to the aggregate amount of Investments made pursuant to such clause reduced (but not below zero) by the following (to the extent not included in the calculation of Consolidated Net Income for purposes of determining the Basket and without duplication):

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(a)           the aggregate net proceeds (including the Fair Market Value of assets other than cash) received by the Issuer or any Restricted Subsidiary upon the sale or other disposition of any Investment made pursuant to such clause;

(b)           the net reduction in Investments made pursuant to such clause resulting from dividends, repayments of loans or advances or other Transfers of assets to the Issuer or any Restricted Subsidiary;

(c)           to the extent that the amount available for Investments under such clause was reduced as the result of the designation of an Unrestricted Subsidiary, the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is redesignated, or liquidated or merged into, a Restricted Subsidiary; and

(d)           the net reduction in Investments made pursuant to such clause resulting from repayment of letters of credit or the expiration of letters of credit undrawn.

“Permitted Liens” means:

(1)           Liens on assets of a Person at the time such Person becomes a Subsidiary or when such assets are acquired (including by way of merger with such Person); provided that (a) such Lien was not incurred in anticipation of or in connection with the transaction or series of related transactions pursuant to which such Person became a Subsidiary or such assets were acquired and (b) such Lien does not extend to cover any assets of the Issuer or any other Restricted Subsidiary;

(2)           Liens existing on the Issue Date other than Liens securing Indebtedness incurred under clause (3) of Section 4.09(b);

(3)           Liens imposed by law that are incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, employees’, laborers’, employers’, suppliers’, banks’, repairmen’s and other like Liens, in each case, for sums not yet due or that are being contested in good faith by appropriate proceedings and that are appropriately reserved for in accordance with GAAP if required by GAAP;

(4)           Liens for taxes, assessments and governmental charges not yet due or payable or subject to penalties for non-payment or that are being contested in good faith by appropriate proceedings and that are appropriately reserved for in accordance with GAAP if required by GAAP;

(5)           Liens on assets acquired or constructed after the Issue Date securing Purchase Money Indebtedness and Capital Lease Obligations; provided that such Liens shall in no event extend to or cover any assets other than such assets acquired or constructed after the Issue Date with the proceeds of such Purchase Money Indebtedness or Capital Lease Obligations;

(6)           zoning restrictions, easements, rights-of-way, restrictions on the use of real property, other similar encumbrances on real property incurred in the ordinary course of business and minor irregularities of title to real property that do not (a) secure Indebtedness or (b) individually or in the aggregate materially impair the value of the real property affected thereby or the occupation, use and enjoyment in the ordinary course of business of the Issuer and the Restricted Subsidiaries at such real property;

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(7)           terminable or short-term leases or permits for occupancy, which leases or permits (a) expressly grant to the Issuer or any Restricted Subsidiary the right to terminate them at any time on not more than six months’ notice and (b) do not individually or in the aggregate interfere with the operation of the business of the Issuer or any Restricted Subsidiary or individually or in the aggregate impair the use (for its intended purpose) or the value of the property subject thereto;

(8)           Liens resulting from operation of law with respect to any judgments, awards or orders to the extent that such judgments, awards or orders do not cause or constitute an Event of Default;

(9)           bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by the Issuer or any Restricted Subsidiary in accordance with the provisions of this First Supplemental Indenture, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(10)           Liens securing Refinancing Indebtedness relating to Permitted Liens of the type described in clauses (1), (2) and (5) of this definition; provided that such Liens extend only to the assets securing the Indebtedness being Refinanced;

(11)           other Liens securing obligations in an aggregate amount at any time outstanding not to exceed the greater of (i) $50.0 million or (ii) 3.5% of Consolidated Net Tangible Assets;

(12)           Liens securing Indebtedness incurred under clause (3) of Section 4.09(b);

(13)           Liens securing Hedging Obligations of the type described in clause (7) of Section 4.09(b);

(14)           Liens securing Indebtedness of Foreign Subsidiaries;

(15)           Liens in favor of the Issuer or any Guarantor;

(16)           Liens on assets or shares of stock of a Person at the time such Person becomes a Subsidiary; provided that such Lien was not incurred in anticipation of or in connection with the transaction or series of related transactions pursuant to which such Person became a Subsidiary;

(17)           pledges of or Liens on raw materials or on manufactured products as security for any drafts or bills of exchange drawn in connection with the importation of such raw materials or manufactured products;

(18)           Liens in favor of banks that arise under Article 4 of the UCC on items in collection and documents relating thereto and proceeds thereof and Liens arising under Section 2-711 of the UCC;

(19)           Liens arising or that may be deemed to arise in favor of a Securitization Entity arising in connection with a Qualified Securitization Transaction;

(20)           pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent or deposits as security for the payment of insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto), in each case incurred in the ordinary course of business;

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(21)           Liens in favor of the issuers of surety, performance, judgment, appeal and like bonds or letters of credit issued in the ordinary course of business;

(22)           Liens occurring solely by the filing of a UCC statement (or similar filings), which filing (A) has not been consented to by the Issuer or any Restricted Subsidiary or (B) arises solely as a precautionary measure in connection with operating leases or consignment of goods;

(23)           any obligations or duties affecting any property of the Issuer or any Restricted Subsidiary to any municipality or public authority with respect to any franchise, grant, license or permit that do not materially impair the use of such property for the purposes for which it is held;

(24)           Liens on any property in favor of domestic or foreign governmental bodies to secure partial, progress, advance or other payments pursuant to any contract or statute not yet due and payable;

(25)           Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements;

(26)           deposits, pledges or other Liens to secure obligations under purchase or sale agreements;

(27)           Liens in the form of licenses, leases or subleases on any asset incurred by the Issuer or any Restricted Subsidiary, which licenses, leases or subleases do not interfere, individually or in the aggregate, in any material respect with the business of the Issuer or such Subsidiary and is incurred in the ordinary course of business;

(28)           Liens on receivables subject to factoring transactions;

(29)           Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit or banker’s acceptance issued or created for the account of the Issuer or any Restricted Subsidiary; provided that such Lien secures only the obligations of the Issuer or such Restricted Subsidiary in respect of such letter of credit or banker’s acceptance;

(30)           Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods (including under Article 2 of the Uniform Commercial Code) and Liens that are contractual rights of set-off relating to purchase orders and other similar agreements entered into by the Issuer or any of its Restricted Subsidiaries;

(31)           Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business;

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(32)           ground leases in respect of real property on which facilities owned or leased by the Issuer or any of its Restricted Subsidiaries are located;

(33)           Liens or other matters disclosed in title policies in connection with the Credit Facilities;

(34)           Liens consisting of an agreement to sell or otherwise dispose of any property in an Asset Sale permitted under Section 4.10, in each case solely to the extent such Asset Sale would have been permitted on the date of the creation of such Lien; and

(35)           Liens securing Indebtedness permitted to be incurred under clause (19) of Section 4.09(b).

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock,” as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

“principal” of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant time.

“Prospectus Supplement” means the prospectus supplement dated October 9, 2009 used to offer the Initial Notes to prospective Holders.

“Purchase Money Indebtedness” means Indebtedness:

(1)           consisting of the deferred purchase price of assets, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations, mortgages and obligations in respect of industrial revenue bonds or similar Indebtedness; and

(2)            incurred to finance the acquisition by the Issuer or a Restricted Subsidiary of such asset, including additions and improvements or the installation, construction or improvement of such asset;

provided that any Lien arising in connection with any such Indebtedness shall be limited to the specified asset being financed or, in the case of real property or fixtures, including additions and improvements, the real property on which such asset is attached; provided further that such Indebtedness is incurred within 120 days after such acquisition of, or the completion of construction of, such asset by the Issuer or Restricted Subsidiary.

“Purchase Money Note” means a promissory note evidencing a line of credit, which may be irrevocable, from, or evidencing other Indebtedness owed to, the Issuer or any of its Subsidiaries in connection with a Qualified Securitization Transaction, which note shall be repaid from cash available to the maker of such note, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts paid in connection with the purchase of newly generated receivables.

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“Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by the Issuer, any Restricted Subsidiary or a Securitization Entity pursuant to which the Issuer or such Restricted Subsidiary or that Securitization Entity may, pursuant to customary terms, sell, convey or otherwise transfer to, or grant a security interest in for the benefit of, (1) a Securitization Entity or the Issuer or any Restricted Subsidiary which subsequently transfers to a Securitization Entity (in the case of a transfer by the Issuer or such Restricted Subsidiary) and (2) any other Person (in the case of transfer by a Securitization Entity), any accounts receivable (whether now existing or arising or acquired in the future) of the Issuer or any Restricted Subsidiary which arose in the ordinary course of business of the Issuer or such Restricted Subsidiary, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets (including contract rights) which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

“Qualified Stock” means any Capital Stock of the Issuer other than Disqualified Stock.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, increase, replace, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness, in part or in whole.  “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means, with respect to any Indebtedness, Indebtedness incurred to Refinance such Indebtedness that does not:

(1)           result in an increase in the aggregate principal amount of Indebtedness being Refinanced as of the date of such proposed Refinancing (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness and plus the amount of reasonable expenses incurred in connection with such Refinancing) or

(2)           create Indebtedness with (a) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced or (b) a final maturity earlier than the final maturity of the Indebtedness being Refinanced;

provided that (x) if the Indebtedness being Refinanced is subordinated in right of payment by its terms to the Notes or a Guarantee, then such Refinancing Indebtedness shall be subordinated in right of payment by its terms to the Notes or such Guarantee at least to the same extent and in the same manner as the Indebtedness being Refinanced and (y) the obligor(s) on the Refinancing Indebtedness shall not include any Person that is not the Issuer or a Guarantor or a Person that is an obligor on the Indebtedness being Refinanced.

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“Responsible Officer” when used with respect to the Trustee shall mean any officer in the corporate trust department (or any successor group) of the Trustee with direct responsibility for the administration of this First Supplemental Indenture and shall also mean, with respect to a particular corporate trust matter, any other officer to whom the corporate trust matter is referred at the Corporate Trust Office because of his or her knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this First Supplemental Indenture.

 “Restricted Payment” means, with respect to any Person:

(1)           any dividend or other distribution declared or paid on any Capital Stock of the Issuer (other than dividends or distributions payable solely in Qualified Stock);

(2)           any payment to purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Issuer;

(3)           any payment to purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Obligations prior to the Stated Maturity thereof (other than any Purchase Money Indebtedness incurred after the Issue Date upon the sale, condemnation or casualty of the related asset); or

(4)           the making of an Investment (other than a Permitted Investment), including any Investment in an Unrestricted Subsidiary (including by the designation of any Subsidiary of the Issuer as an Unrestricted Subsidiary).

“Restricted Subsidiary” means each Subsidiary of the Issuer that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Securities” has the meaning assigned to such term in the Base Indenture.

“Securitization Entity” means a Wholly Owned Subsidiary of the Issuer (or another Person in which the Issuer or any Subsidiary of the Issuer makes an Investment and to which the Issuer or any Subsidiary of the Issuer Transfers accounts receivable):

(1)           which is designated by the Board of Directors (as provided below) as a Securitization Entity and engages in no activities other than in connection with the financing of accounts receivable;

(2)           no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (a) is guaranteed by the Issuer or any of its Subsidiaries (other than the Securitization Entity) (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (b) is recourse to or obligates the Issuer or any of its Subsidiaries (other than the Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings or (c) subjects any asset of the Issuer or any of its Subsidiaries (other than the Securitization Entity), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings and other than any interest in the accounts receivable (whether in the form of an equity interest in such assets or subordinated indebtedness payable primarily from such financed assets) retained or acquired by the Issuer or any of its Subsidiaries;

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(3)           with which neither the Issuer nor any of its Subsidiaries has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Issuer or such Subsidiary than those that might be obtained at the time from Persons that are not affiliates of the Issuer, other than fees payable in the ordinary course of business in connection with servicing receivables of such entity; and

(4)           to which neither the Issuer nor any of its Subsidiaries has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the foregoing conditions.

“Significant Subsidiary” means (1) any Restricted Subsidiary that is a “significant subsidiary” of the Issuer on a consolidated basis within the meaning of Regulation S-X promulgated by the SEC or (2) any Restricted Subsidiary that, when aggregated with all other Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as to which any event described in clause (g) or (h) of Section 6.01 has occurred and is continuing, would constitute a Significant Subsidiary under clause (1) of this definition.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Issuer or any of its Subsidiaries which are reasonably customary in an accounts receivable securitization transaction.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

“Subordinated Obligation” means any Indebtedness of the Issuer or a Guarantor (whether outstanding on the Issue Date or thereafter incurred) which is subordinated by its terms in right of payment to the Notes or the Guarantee of the Issuer or such Guarantor.

“Subsidiary” means, in respect of any Person, any corporation, association, partnership or other business entity of which Voting Stock representing more than 50% of the total voting power of all outstanding Voting Stock of such Person is at the time owned, directly or indirectly, by:

(1)           such Person;

(2)           such Person and one or more Subsidiaries of such Person; or

(3)           one or more Subsidiaries of such Person.

“Temporary Cash Investments” means any of the following:

(1)           any investment in direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof;

(2)           investments in time or demand deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign country recognized by the United States, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50,000,000 (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A-2” or higher by Moody’s, “A” or higher by S&P or the equivalent rating by any other nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;

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(3)           repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above;

(4)           investments in commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than an affiliate of the Issuer) organized and in existence under the laws of the United States of America, any State thereof or the District of Columbia or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is “P-2” or higher from Moody’s, “A-2” or higher from S&P or the equivalent rating by any other nationally recognized statistical rating organization (as defined above);

(5)           investments in securities with maturities of six months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by Moody’s or “A” by S&P; and

(6)           shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P, at least Aaa or the equivalent thereof by Moody’s or any other mutual fund at least 95% of whose assets consist of the type specified in clauses (1) through (5) above.

“Total Assets” means the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Issuer.

“Transfer” means to sell, assign, transfer, lease (other than pursuant to an operating lease entered into in the ordinary course of business), convey or otherwise dispose of, including by consolidation, merger or otherwise, in one transaction or a series of transactions.  “Transferred,” “Transferor” and “Transferee” have correlative meanings.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to November 1, 2013; provided, however, that if the period from the Redemption Date to November 1, 2013 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Treasury Services Agreements” means, with respect to the Issuer or any of its Restricted Subsidiaries, any direct or indirect liability, contingent or otherwise, of such Person in respect of cash pooling services, cash management services (including treasury, depository, overdraft (daylight and temporary), credit or debit card, electronic funds transfer and other cash management arrangements), including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith to the extent provided for in the documents evidencing such cash management services.

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“UCC” means the Uniform Commercial Code in effect in the applicable jurisdiction.

“Unrestricted Subsidiary” means:

(1)           any Subsidiary of the Issuer that at the time of determination shall have been designated an Unrestricted Subsidiary by the Issuer; and

(2)           any Subsidiary of an Unrestricted Subsidiary.

The Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any assets of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided that:

(1)           no Default has occurred and is continuing or would occur as a consequence thereof;

(2)           (x) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception or (y) the Consolidated Coverage Ratio of the Issuer and the Restricted Subsidiaries is equal to or greater than immediately prior to such designation; and

(3)           either (x) the Subsidiary to be so designated has total assets of $1,000 or less or (y) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.07 (treating the Fair Market Value of the Issuer’s proportionate interest in the net worth of such Subsidiary on such date calculated in accordance with GAAP as the amount of the Investment).

The Issuer may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

(1) no Default has occurred and is continuing; and

(2)           Indebtedness of such Unrestricted Subsidiary and all Liens on any asset of such Unrestricted Subsidiary outstanding immediately following such redesignation would, if incurred at such time, be permitted to be incurred under this First Supplemental Indenture.

Any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, as the case may be, that involves total assets of $20.0 million or more shall be approved by the Board of Directors.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.

“Voting Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

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“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)           then outstanding aggregate principal amount of such Indebtedness into

(2)           the sum of the total of the products obtained by multiplying (x) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.

“Wholly Owned Subsidiary” means a Restricted Subsidiary all the Capital Stock of which (other than directors’ qualifying shares) is owned by the Issuer and/or one or more Wholly Owned Subsidiaries.

SECTION 1.03.   Other Definitions

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Term	Defined in Section
Affiliate Transaction		4.11
Authentication Order		2.02	(d)
Base Indenture	Preamble
Basket		4.07	(a)
Change of Control Offer		4.13
Covenant Defeasance		8.03
Covenant Suspension		4.16
Coverage Ratio Exception		4.09	(a)
DTC		2.03	(b)
Event of Default		6.01
Excess Proceeds		4.10	(b)
First Supplemental Indenture	Preamble
Guaranteed Obligations		11.01
Indenture	Preamble
Issuer	Preamble
Issuer Surviving Entity		5.01	(a)
Legal Defeasance		8.02
Net Proceeds Deficiency		4.10	(c)
Net Proceeds Offer		4.10	(c)
Notes	Preamble
Offer Amount		3.09	(b)
Offer Period		3.09	(b)
Offered Price		4.10	(c)
Offer to Purchase		3.09	(a)
Paying Agent		2.03	(a)
Payment Default		6.01	(e)
Permitted Indebtedness		4.09	(b)
Purchase Date		3.09	(b)
Redemption Date		2.08	(d)
Registrar		2.03	(a)
Required Filing Dates		4.03	(a)
Reversion Date		4.16
Suspended Covenants		4.16
Suspension Period		4.16
Trustee	Preamble, 8.05

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SECTION 1.04.   Incorporation by Reference of Trust Indenture Act

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(a)Whenever this First Supplemental Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this First Supplemental Indenture.

(b)The following TIA terms used in this First Supplemental Indenture have the following meanings:

“indenture securities” means the Notes and the Guarantees;

“indenture security holder” means a Holder;

“indenture to be qualified” means this First Supplemental Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes means the Issuer and any successor obligor upon the Notes.

(c)All other terms used in this First Supplemental Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein have the meanings so assigned to them either in the TIA, by another statute or SEC rule, as applicable.

SECTION 1.05.   Rules of Construction

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(a)Unless the context otherwise requires:

(i)a term has the meaning assigned to it;

(ii)an accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP;

(iii)“or” is not exclusive;

(iv)words in the singular include the plural, and in the plural include the singular;

(v)all references in this instrument to “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and subdivisions of this instrument as originally executed;

(vi)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision.

(vii)“including” means “including without limitation;”

(viii)provisions apply to successive events and transactions; and

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(ix)references to sections of or rules under the Securities Act, the Exchange Act or the TIA shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time thereunder.

ARTICLE 2

THE NOTES

Pursuant to Section 201 of the Base Indenture, the provisions of this Article 2 establish the form of the Notes under this First Supplemental Indenture, and to the extent that any provisions of this Article 2 are duplicative, or in contradiction with, the Base Indenture, the provisions of this Article 2 shall govern the Notes.

SECTION 2.01.   Form and Dating

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(a)General.  The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made part of this First Supplemental Indenture.  The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage in addition to those set forth on Exhibit A.  Each Note shall be dated the date of its authentication.  The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.  The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any Note conflicts with the express provisions of this First Supplemental Indenture, the provisions of this First Supplemental Indenture shall govern and be controlling.

(b)Book-Entry Provisions.  This Section 2.01(b) shall only apply to Global Notes deposited with the Trustee, as custodian for the Depositary.  Participants and Indirect Participants shall have no rights under this First Supplemental Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as the custodian for the Depositary or under such Global Note, and the Depositary shall be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants or Indirect Participants, the Applicable Procedures or the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

(c)Certificated Notes.  Except as otherwise provided herein, owners of beneficial interests in Global Notes will not be entitled to receive physical delivery of Certificated Notes.

For greater certainty, the provisions of this Section 2.01(c) are subject to the requirements relating to notations, legends or endorsements on Notes required by law, stock exchange rule, or agreements to which any the Issuer is subject, if any.

SECTION 2.02.   Execution and Authentication

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(a)One Officer shall sign the Notes for the Issuer by manual or facsimile signature.

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(b)If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

(c)A Note shall not be valid until authenticated by the manual signature of the Trustee.  The signature shall be conclusive evidence that the Note has been authenticated under this First Supplemental Indenture.

(d)The Trustee shall, upon a written order of the Issuer signed by one Officer (an “Authentication Order”), authenticate Notes for original issue.

(e)The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes.  Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this First Supplemental Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer or any of their respective Subsidiaries.

SECTION 2.03.   Registrar and Paying Agent

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(a)The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”).  The Registrar shall keep a register of the Notes and of their transfer and exchange.  The Issuer may appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Issuer may change any Paying Agent or Registrar without notice to any Holder.  The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this First Supplemental Indenture.  If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such.  The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

(b)The Issuer initially appoints The Depository Trust Issuer (“DTC”) to act as Depositary with respect to the Global Notes.

(c)The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes, and the Trustee hereby initially agrees so to act.

SECTION 2.04.   Paying Agent to Hold Money in Trust

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The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any default by the Issuer in making any such payment.  While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money.  If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.  Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05.   Holder Lists

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The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA Section 312(a).  If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date or such shorter time as the Trustee may allow, as the Trustee may reasonably require of the names and addresses of the Holders, and the Issuer shall otherwise comply with TIA Section 312(a).

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Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this First Supplemental Indenture or under the Notes.  The Issuer, the Trustee, the Registrar and any other Person shall have the protection of TIA Section 312(c).

SECTION 2.06.   Transfer and Exchange

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(a)Transfer and Exchange of Certificated Notes.  When Certificated Notes are presented to the Registrar with a request:

(1)to register the transfer of such Certificated Notes; or

(2)to exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Certificated Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing;

(b)Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note.  Subject to certain conditions, the Notes represented by the global securities will be exchangeable for certificated Notes in definitive form of like tenor as such Notes if (1) the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Note and a successor is not promptly appointed or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act or (2) the Issuer in its discretion at any time determines not to have all of the Notes represented by the global securities.

Any Notes that are exchangeable pursuant to the preceding sentence will be exchanged for certificated Notes issuable in authorized denominations and registered in such names as the Depositary shall direct.

(c)Transfer and Exchange of Global Notes.  Subject to Section 2.06(e), the Global Note is not exchangeable, except  for the Global Note of the same aggregate denominations to be registered in the name of the Depositary or its nominee.  The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with this First Supplemental Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor.

(d)Restrictions on Transfer and Exchange of Global Notes.  Notwithstanding any other provisions of this First Supplemental Indenture (other than the provisions set forth in subsection (e) of this Section 2.06), a Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

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(e)Authentication in Absence of Depositary.  If at any time:

(1)the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days after the date of such notice from the Depositary;

(2)the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Certificated Notes and delivers a written notice to such effect to the Trustee; or

(3)there has occurred and is continuing a Default or Event of Default with respect to the Notes and beneficial owners holding interests representing an aggregate principal amount of at least 51% of such Notes represented by Global Notes advise the Trustee in writing that the continuation of a book-entry system through the Depositary is no longer in such owner’s best interests.

then the Issuer will execute, and the Trustee, upon receipt of an Officers’ Certificate requesting the authentication and delivery of Certificated Notes to the Persons designated by the Issuer, will authenticate and deliver Certificated Notes, in an aggregate principal amount equal to the principal amount of Global Notes, in exchange for such Global Notes.

(f)Cancellation and/or Adjustment of Global Note.  At such time as all beneficial interests in a Global Note have either been exchanged for Certificated Notes, redeemed, repurchased or canceled, such Global Note shall be returned to the Depositary for cancellation or retained and canceled by the Trustee.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Custodian, to reflect such reduction.

(g)Obligations with Respect to Transfers and Exchanges of Notes.

(1)To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Certificated Notes and Global Notes at the Registrar’s request.

(2)No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith.

(3)The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be.

(4)Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

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(5)All Notes issued upon any transfer or exchange pursuant to the terms of this First Supplemental Indenture shall evidence the same debt and shall be entitled to the same benefits under this First Supplemental Indenture as the Notes surrendered upon such transfer or exchange.

(h)No Obligation of the Trustee.

(1)The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes.  All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note).  The rights of beneficial owners in any Global Note in global form shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary.  The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

(2)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this First Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including, without limitation, any transfers between or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this First Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

SECTION 2.07.   Replacement Notes

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If any mutilated Note is surrendered to the Trustee or the Issuer and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met.  If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced.  The Issuer may charge for its expenses in replacing a Note.

In case any such mutilated, destroyed, lost or stolen Note had become or is about to become due and payable, the Issuer, in its discretion, may, instead of issuing a new Note, pay such Note, upon satisfaction of the conditions set forth in the preceding paragraph.

Every replacement Note is an additional obligation of the Issuer and shall be entitled to all of the benefits of this First Supplemental Indenture equally and proportionately with all other Notes duly issued hereunder.

The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, destroyed, lost or stolen Note.

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SECTION 2.08.   Outstanding Notes

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(a)The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding.  Except as set forth in Section 3.09, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note; however, Notes held by the Issuer or a Subsidiary of the Issuer shall not be deemed to be outstanding for purposes of Section 2.08(b).

(b)If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

(c)If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

(d)If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) segregates and holds in trust, in accordance with this First Supplemental Indenture, on a date of redemption (a “Redemption Date”) or maturity date, money sufficient to pay all principal, premium, if any, and interest payable on that date with respect to the Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.09.   Treasury Notes

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In determining whether the Holders of the required principal amount of Notes have concurred in any direction, amendment, supplement, waiver or consent, Notes owned by the Issuer, or by any Affiliate of the Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, amendment, supplement, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.10.   Temporary Notes

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Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes.  Temporary Notes shall be substantially in the form of Certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee.  Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Certificated Notes in exchange for temporary Notes.

Holders of temporary Notes shall be entitled to all of the benefits of this First Supplemental Indenture.

SECTION 2.11.   Cancellation

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The Issuer at any time may deliver Notes to the Trustee for cancellation.  The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent, upon direction by the Issuer and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such cancelled Notes in accordance with its customary procedures (subject to the record retention requirements of the Exchange Act).  Certification of the destruction of all cancelled Notes shall be delivered to the Issuer from time to time upon written request.  The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

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SECTION 2.12.   CUSIP or ISIN Numbers

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The Issuer in issuing the Notes may use “CUSIP” or “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” or “ISIN” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers.  The Issuer will promptly notify the Trustee of any change in the “CUSIP” or “ISIN” numbers.

SECTION 2.13.   Additional Notes

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The Issuer shall be entitled, subject to its compliance with Section 4.09, to issue Additional Notes under this First Supplemental Indenture in an unlimited aggregate principal amount which shall have identical terms as the Initial Notes, other than with respect to the date of issuance and issue price and first payment of interest.  The Initial Notes and any Additional Notes shall be treated as a single class for all purposes under this First Supplemental Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

With respect to any Additional Notes, the Issuer shall set forth in a resolution of its Board of Directors and an Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:

(a)the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this First Supplemental Indenture; and

(b)the issue price, the issue date and the CUSIP number(s) of such Additional Notes.

ARTICLE 3

REDEMPTION AND PREPAYMENT

SECTION 3.01.   Notices to Trustee

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If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 of this First Supplemental Indenture and paragraph 5 of the Notes, it shall furnish to the Trustee an Officers’ Certificate setting forth (i) the Section of this First Supplemental Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of Notes to be redeemed, and (iv) the redemption price.  If the Issuer elects to redeem Notes pursuant to the provisions of Section 3.07 of this First Supplemental Indenture and paragraph 5 of the Notes, it shall furnish such Officers’ Certificate to the Trustee at least 30 days but not more than 60 days before a Redemption Date unless a shorter notice shall be reasonably satisfactory to the Trustee.  Each Officers’ Certificate shall be accompanied by an Opinion of Counsel from the Issuer to the effect that such redemption will comply with the conditions herein.  Any such notice may be cancelled at any time prior to notice of such redemption being mailed to any Holder and shall, therefore, be void and of no effect.

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SECTION 3.02.   Selection of Notes to be Redeemed

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If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.  In the event of partial redemption, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption.

The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed.  No Notes of principal amount of $2,000 or less shall be redeemed in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder shall be redeemed.  Except as provided in the preceding sentence, provisions of this First Supplemental Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

SECTION 3.03.   Notice of Redemption

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Subject to the provisions of Section 3.09, at least 30 days but not more than 60 days before a Redemption Date, the Issuer shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.

The notice shall identify the Notes to be redeemed (including the CUSIP or ISIN number) and shall state:

(a)the Redemption Date;

(b)the redemption price;

(c)if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(d)the name and address of the Paying Agent;

(e)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f)that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

(g)the paragraph of the Notes and Section of this First Supplemental Indenture pursuant to which the Notes called for redemption are being redeemed; and

(h)that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided, however, that the Issuer gives the Trustee at least 3 Business Days prior notice of such request.  Any redemption and notice thereof may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.

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SECTION 3.04.   Effect of Notice Upon Redemption

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Once notice of redemption is mailed in accordance with Section 3.03, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price stated in the notice.  Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued interest to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the related Interest Payment Date).  Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.05.   Deposit of Redemption Price

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On or before 11:00 a.m. Eastern Time on any Redemption Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Notes (or portions of Notes) to be redeemed on that date.  The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed.

If the Issuer complies with the provisions of the preceding paragraph, on and after the Redemption Date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption, whether or not such Notes are presented for payment.  If a Note is redeemed on or after a Regular Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such Regular Record Date.  If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the Redemption Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01.

SECTION 3.06.   Notes Redeemed in Part

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Upon surrender of a Note that is redeemed in part, the Issuer shall issue and, upon the Issuer’s written request, the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

SECTION 3.07.   Optional Redemption

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Except as set forth in subparagraphs (a) and (c) below, the Notes are not redeemable before November 1, 2013.

(a)   At any time prior to November 1, 2013, the Issuer may redeem all or part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

(b)   On or after November 1, 2013, the Issuer at its option may redeem all or a part of the Notes, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon, if any,  to the applicable Redemption Date (subject to the rights of Holders of Notes of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on November 1 of the years indicated below:

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Year	Percentage
2013		104.375	%
2014		102.188	%
2015 and thereafter		100.000	%

(c)   Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.07, at any time on or prior to November 1, 2012, the Issuer may at its option on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this First Supplemental Indenture (which includes the Additional Notes, if any) at a redemption price of 108.750% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, with the Net Cash Proceeds of one or more Equity Offerings; provided, that:

(1)at least 65% of the aggregate principal amount of Notes issued under this First Supplemental Indenture (which includes the Additional Notes, if any) remains outstanding immediately after the occurrence of such redemption (excluding Notes held, by the Issuer and its Subsidiaries); and

(2)the redemption must occur within 90 days of the date of the closing of  such Equity Offering.

(d)   Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

SECTION 3.08.   Mandatory Redemption

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Except as set forth in Sections 4.10 and 4.13, the Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

SECTION 3.09.   Offer to Purchase

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(a)In the event that, pursuant to Section 4.10 or Section 4.13, the Issuer shall be required to commence an offer to all Holders to purchase Notes and, at the Issuer’s option, holders of other pari passu Indebtedness (each an “Offer to Purchase”), it shall follow the procedures specified below.

(b)The Offer to Purchase shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”).  No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.10 or Section 4.13 (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase.  Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Offer to Purchase.

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Upon the commencement of the Offer to Purchase, the Issuer shall send, by first class mail, a notice to each of the Holders, which shall not be later than 10 days after the Issuer becomes obligated to make an Offer to Purchase with a copy to the Trustee.  The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase.  The Offer to Purchase shall be made to all Holders.  The notice, which shall govern the terms of the Offer to Purchase, shall state:

(1)that the Offer to Purchase is being made pursuant to this Section 3.09 and Section 4.10 or 4.13, as the case may be, and the length of time the Offer to Purchase shall remain open;

(2)that either (a) in the case of a Change of Control Offer, a Change of Control has occurred and that such noteholder has the right to require the Issuer to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof or (b) in the case of a Net Proceeds Offer, there are Excess Proceeds and such noteholder has the right to require the Issuer to purchase such holder’s Notes at the Offered Price, in each case, plus accrued and unpaid interest, if any, to the Purchase Date (subject to the right of holders of record on the relevant record date to receive interest on an interest payment date that is on or prior to the date fixed for purchase);

(3)the Purchase Date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed);

(4)the Offer Amount (including information as to any other pari passu Indebtedness included in the Offer to Purchase), the purchase price and the Purchase Date;

(5)that any Note not tendered or accepted for payment shall continue to accrete or accrue interest;

(6)that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest after the Purchase Date;

(7)that Holders electing to have a Note purchased pursuant to an Offer to Purchase may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased;

(8)that Holders electing to have a Note purchased pursuant to any Offer to Purchase shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(9)that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(10)that, in the case of an Offer to Purchase, if the aggregate principal amount of Notes tendered by Holders into an Offer to Purchase exceeds the Offer Amount, the Trustee shall select the Notes to be purchased (i) if the Notes are listed, in compliance with the requirements of the principal national securities exchange on which the Notes are then listed or (ii) if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000, or integral multiples of $1,000, shall be purchased); and

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(11)that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

On or before the Purchase Date, the Issuer shall, to the extent lawful, accept for payment, in accordance with clause (10) above, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 3.09.  The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuer shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered.  Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof.  The Issuer shall publicly announce the results of the Offer to Purchase on the Purchase Date.

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Section 3.01 through 3.06.

ARTICLE 4

COVENANTS

SECTION 4.01.   Payment of Notes

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The Issuer shall pay or cause to be paid the principal of, premium, if any, interest on, the Notes on the dates and in the manner provided in the Notes and in this First Supplemental Indenture.  Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due and the Paying Agent is not prohibited from paying such money to the Holders on that date.  Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 4.02.   Maintenance of Office or Agency

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(a)The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York (which unless otherwise provided will be the office of the Trustee) where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this First Supplemental Indenture may be served.  The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

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(b)The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations.  The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c)The Issuer hereby designates the Corporate Trust Office of the Trustee, as one such office, drop facility or agency of the Issuer in accordance with Section 4.02(a).

SECTION 4.03.   Reports

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(a)Whether or not the Issuer is then subject to Section 13(a) or 15(d) of the Exchange Act, the Issuer will electronically file with the Commission, so long as the Notes are outstanding, the annual reports, quarterly reports and other periodic reports that the Issuer would be required to file with the Commission pursuant to Section 13(a) or 15(d) if the Issuer were so subject, and such documents will be filed with the Commission on or prior to the respective dates (the “Required Filing Dates”) by which the Issuer would be required so to file such documents if the Issuer were so subject, unless, in any case, if such filings are not then permitted by the Commission.

(b)If such filings with the Commission are not then permitted by the Commission, or such filings are not generally available on the Internet free of charge, the Issuer will, within 15 days of each Required Filing Date, transmit by mail to noteholders, as their names and addresses appear in the Note register, without cost to such noteholders, and file with the Trustee copies of, the annual reports, quarterly reports and other periodic reports that the Issuer would be required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if the Issuer were subject to such Section 13(a) or 15(d), and, promptly upon written request, supply copies of such documents to any prospective holder or beneficial owner at the Issuer’s cost.

(c)So long as the rules and regulations of the Commission would allow (including pursuant to any applicable exemptive relief) the Issuer to file periodic reports or information (if they were required by the Exchange Act to file such reports or information) on a consolidated or combined basis, the Issuer will be deemed to have satisfied their requirements in the above paragraphs if the Issuer files the reports and other information of the types otherwise so required within the applicable time periods.

(d)The Issuer shall at all times comply with TIA § 314(a).

(e)Should the Issuer deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports pursuant to TIA § 314(a), delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SECTION 4.04.   Compliance Certificate

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(a)The Issuer and each Guarantor shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this First Supplemental Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuer has kept, observed, performed and fulfilled each and every covenant contained in this First Supplemental Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this First Supplemental Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuer is taking or proposes to take with respect thereto.  For the purposes of this paragraph, such compliance shall be determined without regard to any grace period or requirement of notice provided under this First Supplemental Indenture.  The Issuer shall also comply with TIA Section 314(a)(4).

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(b)The Issuer shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith and in any event within 90 Business Days upon any Officer becoming aware of any Default or Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuer is taking or proposes to take with respect thereto.

SECTION 4.05.   [Reserved]

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SECTION 4.06.   [Reserved]

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SECTION 4.07.   Restricted Payments

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(a)           The Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, declare or make a Restricted Payment if:

(1)a Default has occurred and is continuing or would result therefrom;

(2)the Issuer could not incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or

(3)the aggregate amount of such Restricted Payment, together with all other Restricted Payments (the amount of any Restricted Payments made in assets other than cash to be valued at its Fair Market Value) declared or made since the Issue Date (other than any Restricted Payment described in clause (2), (3), (4) or (6) of Section 4.07(b)), would exceed the sum (the “Basket”) of

(A)           50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from July 1, 2009 to the end of the most recent fiscal quarter prior to the date of such Restricted Payment for which internal financial statements are available (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus

(B)           the aggregate Net Cash Proceeds from the issuance and sale (other than to a Subsidiary of the Issuer) of, and the Fair Market Value of any property received in exchange for, Qualified Stock received by the Issuer subsequent to the Issue Date or from the issue or sale of debt securities of the Issuer that have been converted or exchanged into Qualified Stock, together with the aggregate cash and Temporary Cash Investments received by the Issuer or any of its Restricted Subsidiaries at the time of such conversion or exchange; provided that for purposes of determining the Fair Market Value of property received (other than of any asset with a public trading market) in excess of $50.0 million shall be determined by an Independent Financial Advisor, which determination shall be evidenced by an opinion addressed to the Issuer and delivered to the Trustee; plus

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(C)           the amount by which Indebtedness or Disqualified Stock incurred or issued subsequent to the Issue Date is reduced on the Issuer’s consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of the Issuer) into Qualified Stock (less the amount of any cash, or the Fair Market Value of any other asset, distributed by the Issuer or any Restricted Subsidiary upon such conversion or exchange); provided that such amount shall not exceed the aggregate Net Cash Proceeds received by the Issuer or any Restricted Subsidiary after the Issue Date from the issuance and sale (other than to a Subsidiary of the Issuer) of such Indebtedness or Disqualified Stock; plus

(D)           to the extent not included in the calculation of the Consolidated Net Income referred to in Section 4.07(a)(3)(A), an amount equal to, without duplication:

(I) 100% of the aggregate net proceeds (including the Fair Market Value of assets) received by the Issuer or any Restricted Subsidiary upon the sale or other disposition of any Investment (other than a Permitted Investment) made by the Issuer or any Restricted Subsidiary since the Issue Date; plus

(II) the net reduction in Investments (other than Permitted Investments) in any Person resulting from dividends, repayments of loans or advances or other Transfers of assets subsequent to the Issue Date, in each case to the Issuer or any Restricted Subsidiary from such Person (including by way of such Person becoming a Restricted Subsidiary); plus

(III) if the Basket was reduced as the result of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is redesignated, or liquidated or merged into, a Restricted Subsidiary;

provided that the foregoing shall not exceed, in the aggregate, the amount of all Investments which previously reduced the Basket.

(b) The provisions of Section 4.07(a) shall not prohibit the following:

(1)           dividends paid within 90 days after the date of declaration thereof if at such date of declaration such dividend would have been permitted under this First Supplemental Indenture;

(2)           any repurchase, redemption, retirement or other acquisition of Capital Stock or Subordinated Obligations made in exchange for, or out of the proceeds of the substantially concurrent issuance and sale (other than to a Subsidiary of the Issuer) of, Qualified Stock or, with respect to any such Subordinated Obligations, in exchange for or out of the proceeds of the substantially concurrent incurrence and sale (other than to a Subsidiary of the Issuer) of Refinancing Indebtedness thereof; provided that (x) no such exchange or issuance and sale shall increase the Basket and (y) no Default has occurred and is continuing or would occur as a consequence thereof;

(3)           payments by the Issuer or any Restricted Subsidiary in respect of Indebtedness of the Issuer or any Restricted Subsidiary owed to the Issuer or another Restricted Subsidiary;

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(4)           repurchases of Capital Stock deemed to occur upon the exercise of stock options or warrants if such Capital Stock represents a portion of the exercise price thereof and repurchases of Capital Stock deemed to occur upon the withholding of a portion of the Capital Stock granted or awarded to an employee to pay for the taxes payable by such employee upon such grant or award;

(5)           cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Issuer; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of the covenant described under this subheading (as determined in good faith by the Board of Directors);

(6)           Restricted Payments in an aggregate amount since the Issue Date not to exceed $75.0 million pursuant to this clause (6);

(7)           so long as no Default has occurred and is continuing, the purchase, redemption or other acquisition of shares of Capital Stock of the Issuer or any of its Subsidiaries from consultants, former consultants, employees, former employees, directors or former directors of the Issuer or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that the aggregate amount of such Restricted Payments pursuant to this clause (7) (excluding amounts representing cancellation of Indebtedness) shall not exceed $5.0 million in any calendar year (with unused amounts in any calendar year being carried over to the next succeeding calendar year); or

(8)           the declaration and payments of dividends on Disqualified Stock issued pursuant to Section 4.09; so long as at the time of payment of such dividend, no Default shall have occurred and be continuing (or result therefrom).

SECTION 4.08.   Dividend and Other Payment Restrictions Affecting Subsidiaries

.

The Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Issuer to:

(a)pay dividends or make any other distributions on its Capital Stock to the Issuer or any other Restricted Subsidiary or pay any Indebtedness owed to the Issuer or any other Restricted Subsidiary;

(b)make any loans or advances to, or guarantee any Indebtedness of, the Issuer or any other Restricted Subsidiary, or

(c)Transfer any of its assets to the Issuer or any other Restricted Subsidiary,

except:

(1)any encumbrance or restriction pursuant to an agreement as in effect at or entered into on the Issue Date (including this First Supplemental Indenture and the Credit Facilities), as such encumbrance or restriction is in effect on the Issue Date;

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(2)any Lien permitted under this First Supplemental Indenture that restricts the Transfer of assets which are subject to such Lien;

(3)restrictions on the Transfer of assets imposed under any agreement to sell such assets permitted under this First Supplemental Indenture pending the closing of such sale;

(4)any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets of the Person so acquired;

(5)customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the Transfer of ownership interests in or the payment of dividends or distributions from such partnership, limited liability company, joint venture or similar Person;

(6)Purchase Money Indebtedness and Capital Lease Obligations incurred pursuant to clause (8) of Section 4.09(b) that impose restrictions of the nature described in clause (c) above on the assets acquired;

(7)any encumbrances or restrictions imposed by any amendments or Refinancings of the contracts, instruments or obligations referred to in clause (1), (4) or (6) above or clause (11) below; provided that such amendments or Refinancings are, in the good faith judgment of the Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or Refinancing;

(8)covenants to maintain net worth, total assets or liquidity and similar financial responsibility covenants under contracts with customers or suppliers in the ordinary course of business;

(9)any such encumbrance or restriction consisting of customary provisions in leases governing leasehold interests to the extent such provisions restrict the Transfer of the lease or the property leased thereunder;

(10)customary provisions in leases, subleases, licenses, sublicenses and service contracts in the ordinary course of business of the Issuer and the Restricted Subsidiaries between the Issuer or any Restricted Subsidiary and its customers and other contracts restricting the assignment thereof;

(11)any agreement as in effect at the time any Person becomes a Subsidiary of the Issuer; provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary;

(12)any agreement with respect to Indebtedness of a Foreign Subsidiary permitted under this First Supplemental Indenture so long as such prohibitions or limitations are only with respect to the properties and revenues of such Subsidiary or any Subsidiary of such Foreign Subsidiary;

(13)indentures, agreements, notes, instruments and other documents governing Indebtedness permitted to be incurred under this First Supplemental Indenture so long as the restrictions imposed pursuant to such Indebtedness are no more restrictive, taken as a whole, than those restrictions contained in the Credit Facilities on the Issue Date; and

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(14)any restriction imposed by applicable law, rule, regulation or order.

SECTION 4.09.   Incurrence of Indebtedness

.

(a)           The Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, incur, directly or indirectly, any Indebtedness; provided that the Issuer or any Guarantor may incur Indebtedness if, immediately after giving effect to such incurrence, the Consolidated Coverage Ratio is at least 2.0 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, and the application of proceeds therefrom, had occurred at the beginning of such four-quarter period (this proviso, the “Coverage Ratio Exception”).

(b)           Section 4.09(a) will not prohibit incurrence of the following Indebtedness (collectively, “Permitted Indebtedness”):

(1)the Notes issued on the Issue Date and any related Guarantees;

(2)Indebtedness of the Issuer or any Restricted Subsidiary to the extent outstanding on the Issue Date (other than Indebtedness under the Credit Facilities);

(3)Indebtedness of the Issuer or any Restricted Subsidiary under Credit Facilities in an aggregate amount at any time outstanding pursuant to this clause (3) (including amounts outstanding on the Issue Date) not to exceed the greater of:

(A)           $1,500.0 million; and

(B)           the sum of (x) $1,100.0 million, (y) 75% of the net book value of the Inventory of the Issuer and the Restricted Subsidiaries and (z) 85% of the net book value of the accounts receivable of the Issuer and the Restricted Subsidiaries, in each case determined on a consolidated basis in accordance with GAAP;

(4)Refinancing Indebtedness in respect of Indebtedness incurred pursuant to the Coverage Ratio Exception, clause (1) of this Section 4.09(b), clause (2) of this Section 4.09(b) (other than any Indebtedness owed to the Issuer or any of its Subsidiaries), this clause (4), or clause (16) of this Section 4.09(b);

(5)Indebtedness owed by the Issuer or any Restricted Subsidiary to the Issuer or a Restricted Subsidiary; provided that

(A)           any such Indebtedness owed by the Issuer shall be subordinated by its terms to the prior payment in full in cash of all Obligations with respect to the Notes, and any such Indebtedness owed by any Guarantor (other than to the Issuer or any other Guarantor) shall be subordinated by its terms to the prior payment in full in cash of all Obligations with respect to the Guarantee of such Guarantor; and

(B)           if such Indebtedness is held by a Person other than the Issuer or a Restricted Subsidiary, the Issuer or such Restricted Subsidiary shall be deemed to have incurred Indebtedness not permitted by this clause (5);

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(6)(x) the guarantee by the Issuer or any Guarantor of Indebtedness of the Issuer or a Guarantor and (y) the guarantee by any Restricted Subsidiary that is not a Guarantor of Indebtedness of any other Restricted Subsidiary that is not a Guarantor; provided that, in each case, the Indebtedness being guaranteed is incurred pursuant to the Coverage Ratio Exception or is Permitted Indebtedness;

(7)Hedging Obligations;

(8)Purchase Money Indebtedness and Capital Lease Obligations of the Issuer or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any assets (including capital expenditures of the Issuer or any Restricted Subsidiary), and Refinancings thereof, in an aggregate amount at any time outstanding pursuant to this clause (8) not to exceed the greater of (x) $75.0 million and (y) 5.0% of the Consolidated Net Tangible Assets of the Issuer;

(9)Indebtedness of any Foreign Subsidiary in an aggregate amount not to exceed at any time outstanding pursuant to this clause (9) not to exceed the greater of (x) $75.0 million and (y) 5.0% of the Consolidated Net Tangible Assets of the Issuer;

(10)Indebtedness of the Issuer or any of its Restricted Subsidiaries represented by worker’s compensation claims and other statutory or regulatory obligations, self-insurance obligations, tender, bid, performance, government contract, surety or appeal bonds, standby letters of credit and warranty and contractual service obligations of like nature, trade letters of credit or documentary letters of credit, in each case to the extent incurred in the ordinary course of business of the Issuer or such Restricted Subsidiary;

(11)customary indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the acquisition or disposition of any assets of the Issuer or any Restricted Subsidiary (other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition);

(12)obligations in respect of performance bonds and completion, guarantee, surety and similar bonds in the ordinary course of business;

(13)Indebtedness in respect of Treasury Services Agreements (including Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds);

(14)Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(15)Indebtedness consisting of take-or-pay obligations contained in supply agreements relating to products, services or commodities of a type that the Issuer or any of its Subsidiaries uses or sells in the ordinary course of business;

(16)Acquired Indebtedness; provided that after giving effect to such acquisition or merger, either

(A)           the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or

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(B)           the Consolidated Coverage Ratio of the Issuer and the Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition or merger;

(17)Indebtedness consisting of the financing of insurance premiums;

(18)Indebtedness consisting of Guarantees incurred in the ordinary course of business under repurchase agreements or similar agreements in connection with the financing of sales of goods in the ordinary course of business;

(19)additional Indebtedness in an aggregate principal amount not to exceed $75.0 million at any time outstanding pursuant to this clause (19); and

(20)the incurrence of Indebtedness by Unrestricted Subsidiaries.

(c)           For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (20) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Issuer shall, in its sole discretion, classify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the types of Indebtedness described and may later reclassify such item into any one or more of the categories of Indebtedness described above (provided that at the time of reclassification it meets the criteria in such category or categories).  The maximum amount of Indebtedness that the Issuer or any Restricted Subsidiary may incur pursuant to this covenant will not be deemed to be exceeded solely as the result of fluctuations in the exchange rates of currencies.  In determining the amount of Indebtedness outstanding under one of the clauses above, the outstanding principal amount of any particular Indebtedness of any Person shall be counted only once and any obligation of such Person or any other Person arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded so long as it is permitted to be incurred by the Person or Persons incurring such obligation.

(d)           Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, of the same class will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock.

(e)           For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness incurred pursuant to and in compliance with, this Section 4.09, any other obligation of the obligor on such Indebtedness (or of any other Person who could have incurred such Indebtedness under this section) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness.

(f)           Notwithstanding the provisions of clauses (a) through (e) of this Section 4.09, the Issuer will not, and will not permit any other Guarantor to, incur any Indebtedness that purports to be by its terms (or by the terms of any agreement or instrument governing such Indebtedness) subordinated in right of payment to any other Indebtedness of the Issuer or of such other Guarantor, as the case may be, unless such Indebtedness is also by its terms made subordinated in right of payment to the Notes or the Guarantee of such Guarantor, as applicable, to at least the same extent as such Indebtedness is subordinated in right of payment to such other Indebtedness of the Issuer or such Guarantor, as the case may be.

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SECTION 4.10.   Limitation on Asset Sales

.

(a)           The Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale unless:

(i)the Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset Sale; and

(ii)at least 75% of the total consideration received in such Asset Sale consists of cash, Temporary Cash Investments or assets referred to in clause (c) below, in each case, valued at the Fair Market Value thereof, or a combination of the foregoing.

For purposes of clause (ii) above, the following shall be deemed to be cash:

(A)           the amount (without duplication) of any liability (other than Subordinated Obligations) that would be recorded on a balance sheet prepared in accordance with GAAP of the Issuer or such Restricted Subsidiary that is expressly (I) assumed by a Person other than the Issuer or a Restricted Subsidiary, or (II) is expunged by the holder of such liability, and with respect to which, in each case, the Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released from further liability with respect thereto;

(B) the amount of any obligations or securities received from such Transferee that are within 180 days repaid, converted into or sold or otherwise disposed of for cash or Temporary Cash Investments (to the extent of the cash or Temporary Cash Investments actually so received); and

(C)           any Designated Noncash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause since the Issue Date that is at the time outstanding and held by the Issuer or any Restricted Subsidiary, not to exceed the greater of (x) $75.0 million or (y) 2.5% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value.

If at any time any non-cash consideration received by the Issuer or any Restricted Subsidiary in connection with any Asset Sale is repaid, converted into or sold or otherwise disposed of for cash or Temporary Cash Investments (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion, sale or other disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.10.

(b)           If the Issuer or any Restricted Subsidiary engages in an Asset Sale, the Issuer or a Restricted Subsidiary shall, no later than 365 days following the consummation thereof, apply an amount equal to all or any of the Net Available Proceeds therefrom as follows:

(i)           to repay or otherwise retire amounts owing under the Credit Facilities in accordance with the Credit Facilities;

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(ii)           to repay or otherwise retire amounts owing under other Indebtedness (other than Subordinated Obligations) that is secured by a Lien, which Lien is permitted by this First Supplemental Indenture, and to correspondingly reduce commitments with respect thereto; and/or

(iii)           to make (1) an Investment in or expenditure for assets (including Capital Stock of any Person) that replace the assets that were the subject of the Asset Sale or in assets (including Capital Stock of any Person) that will be used in the Permitted Business and (2) capital expenditures that will be used in the Permitted Business (or, in each case of (1) and (2), enter into a binding commitment for any such investment or expenditure); provided that such binding commitment shall be treated as a permitted application of the Net Available Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such investment or expenditure is consummated and (y) the 180th day following the expiration of the aforementioned 365-day period.  If the Investment or expenditure contemplated by such binding commitment is not consummated on or before the 180th day, such commitment shall be deemed not to have been a permitted application of Net Available Proceeds.

The amount of Net Available Proceeds not applied or invested as provided in this clause (b) will constitute “Excess Proceeds.”

(c)           When the aggregate amount of Excess Proceeds equals or exceeds $50.0 million, the Issuer will be required to make an offer to purchase from all noteholders an aggregate principal amount of Notes and, if the Issuer is required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis with the Notes, equal to the amount of such Excess Proceeds (a “Net Proceeds Offer”) in accordance with the procedures set forth in Section 3.09.

The offer price for the Notes will be payable in cash and will be equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer (the “Offered Price”).  If the aggregate Offered Price of Notes validly tendered and not withdrawn by noteholders thereof exceeds the amount of Excess Proceeds, Notes to be purchased will be selected on a pro rata basis.  Upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds shall be reduced to zero.

To the extent that the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer (and if applicable, the aggregate amount of pari passu Indebtedness being repaid, on a pro rata basis with the Notes) is less than the Excess Proceeds (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for general corporate purposes.

(d)           In the event of the Transfer of substantially all (but not all) of the assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person in a transaction covered by and effected in accordance with Section 5.01, the Transferee shall be deemed to have sold for cash at Fair Market Value the assets of the Issuer and the Restricted Subsidiaries not so Transferred for purposes of this covenant, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale (with such Fair Market Value being deemed to be Net Available Proceeds for such purpose).

(e)           The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with any purchase of Notes pursuant to this First Supplemental Indenture.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of this First Supplemental Indenture, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this First Supplemental Indenture by virtue of this compliance.

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SECTION 4.11.   Affiliate Transactions

.

(a)The Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, in one transaction or series of related transactions, Transfer any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any affiliate of the Issuer (an “Affiliate Transaction”), unless the terms thereof, taken as a whole, are no less favorable to the Issuer or such Restricted Subsidiary than those that could be obtained at the time of such transaction in arm’s-length dealings with a Person that is not such an affiliate.

(b)The Board of Directors must approve each Affiliate Transaction that involves aggregate payments or other assets or services with a Fair Market Value in excess of $20.0 million.  This approval must be evidenced by a board resolution that states that such board has determined that the transaction complies with the foregoing provisions.

(c)If the Issuer or any Restricted Subsidiary enters into an Affiliate Transaction that involves aggregate payments or other assets or services with a Fair Market Value in excess of $50.0 million, then prior to the consummation of that Affiliate Transaction, the Issuer must obtain a favorable opinion from an Independent Financial Advisor that it has determined such Affiliate Transaction to be fair, from a financial point of view, to the noteholders, and deliver that opinion to the Trustee.

(d)The provisions of clauses (a), (b) and (c) of this Section 4.11 shall not prohibit the following:

(1)transactions exclusively between, among or solely for the benefit of (i) the Issuer and one or more Restricted Subsidiaries or (ii) Restricted Subsidiaries; provided, in each case, that no affiliate of the Issuer (other than another Restricted Subsidiary) owns more than 10% of the Capital Stock in any such Restricted Subsidiary;

(2)customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements, and agreements to register securities of directors, officers, employees or other affiliates, in each case approved by the Board of Directors;

(3)Restricted Payments which are made in accordance with Section 4.07 and Investments constituting Permitted Investments;

(4)any issuance by the Issuer or any Restricted Subsidiary of Qualified Stock;

(5)transactions between the Issuer or any Subsidiary and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case, provided that such transactions are not otherwise prohibited by this First Supplemental Indenture;

(6)transactions with a Person that is an affiliate solely because the Issuer or any Restricted Subsidiary owns Capital Stock in such Person; provided that no affiliate of the Issuer (other than a Restricted Subsidiary) owns more than 10% of the Capital Stock in such Person; or

(7)purchases and sales of raw materials or Inventory in the ordinary course of business on market terms.

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SECTION 4.12.   Liens

.

The Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Lien of any kind securing Indebtedness on any asset of the Issuer or any Restricted Subsidiary (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, or any income or profits therefrom or assign or convey any right to receive income therefrom, except Permitted Liens, unless the Notes and the Guarantees are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien; provided that if the obligations so secured are subordinated in right of payment by their terms to the Notes or a Guarantee, the Lien securing such obligations will also have subordinated Lien priority by its terms to the Lien securing the Notes and the Guarantees at least to a comparable extent.

SECTION 4.13.   Offer to Repurchase Upon Change of Control

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(a)If a Change of Control occurs, each noteholder will have the right to require the Issuer to purchase all or a portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such holder’s Notes (the “Change of Control Offer”)at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date fixed for redemption), in accordance with the provisions of the next paragraph.

(b)Within 30 days following any Change of Control, the Issuer shall mail a notice to each noteholder, with a copy to the Trustee, in accordance with the procedures set forth in Section 3.09, that a noteholder must follow in order to have its Notes purchased

(c)The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes pursuant to this First Supplemental Indenture.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of this First Supplemental Indenture, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under any covenant of this First Supplemental Indenture by virtue of this compliance.

SECTION 4.14.   Corporate Existence

.

Except as otherwise permitted by Article 5, the Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

SECTION 4.15.   Additional Guarantors

.

The Issuer shall cause any Subsidiary, whether currently existing or subsequently acquired or created, that Guarantees the Issuer’s obligations or the obligations of any Domestic Subsidiary (other than an Unrestricted Subsidiary) under any Credit Facility to execute and deliver to the Trustee a Guarantee pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Notes and all other obligations under this First Supplemental Indenture on a senior unsecured basis.  Notwithstanding the foregoing, in the event any Guarantor is released and discharged in full from all of its obligations under guarantees of any Credit Facility, then the Guarantee of such Guarantor shall be automatically and unconditionally released or discharged; provided that such Restricted Subsidiary has not incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09 unless such Guarantor’s obligations under such Indebtedness so incurred are satisfied in full or simultaneously discharged or are otherwise permitted under one of the exceptions available to Restricted Subsidiaries that are not Guarantors under the definition of “Permitted Indebtedness” at the time of such release.

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SECTION 4.16.   Suspension of Covenants

.

During any period of time that (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this First Supplemental Indenture (the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension”), the Issuer and its Restricted Subsidiaries shall not be subject to the following provisions of this First Supplemental Indenture (the “Suspended Covenants”):

(1)Section 4.07;

(2)Section 4.08;

(3)Section 4.09;

(4)Section 4.10;

(5)Section 4.11;

(6)Section 4.15;

(7)Section 4.17; and

(8)clause (c)(1) of Section 5.01.

In the event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants under this First Supplemental Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) (a) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating or (b) the Issuer or any of its affiliates enters into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this First Supplemental Indenture with respect to future events.  The period beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is called a “Suspension Period.”  The ability of the Issuer and the Restricted Subsidiaries to make Restricted Payments after the time of such withdrawal, downgrade, Default or Event of Default will be calculated as if the covenant governing Restricted Payments had been in effect during the entire period of time from the Issue Date.

SECTION 4.17.   Conduct of Business

.

The Issuer will not, and will not permit any Restricted Subsidiary to, engage in any business other than the Permitted Business.

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ARTICLE 5 

SUCCESSORS

SECTION 5.01.   Merger, Consolidation, or Sale of Assets

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(a)The Issuer shall not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or Transfer (or cause or permit any Restricted Subsidiary of the Issuer to Transfer all or substantially all of the Issuer’s assets (determined on a consolidated basis for the Issuer and its Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless:

(1)           either:

(A) the Issuer is the surviving or continuing Person; or

(B) the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or the Transferee of such assets (the “Issuer Surviving Entity”):

(x) shall be a corporation, partnership or limited liability company organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; provided that in the case where the surviving Person is not a corporation, a co-obligor of the Notes is a corporation; and

(y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes and the performance of every covenant under the Notes and this First Supplemental Indenture on the part of the Issuer to be performed or observed; and

(2)           each of the conditions specified in paragraph (c) is satisfied.

For purposes of the foregoing, the Transfer in a single transaction or series of related transactions of all or substantially all of the assets of one or more Restricted Subsidiaries of the Issuer, the Capital Stock of which constitutes all or substantially all of the assets of the Issuer (determined on a consolidated basis for the Issuer and its Subsidiaries), shall be deemed to be the Transfer of all or substantially all of the assets of the Issuer.

(b)           No Guarantor will, and the Issuer will not cause or permit any such Guarantor to, consolidate with or merge with or into any Person unless

(1)           either

(A)           such Guarantor shall be the surviving or continuing Person; or

(B)           the Person (if other than a Guarantor) formed by such consolidation or into which such Guarantor is merged shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee) executed and delivered to the Trustee, all of the obligations of such Guarantor under its Guarantee and the performance of every covenant under such Guarantor’s Guarantee and this First Supplemental Indenture on the part of such Guarantor to be performed or observed; and

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(2)           each of the conditions specified in paragraph (c) below (other than clause (1) thereof) is satisfied.

The requirements of Sections 5.01(a)(2) and (b)(2) shall not apply to (x) a consolidation or merger of any Guarantor with and into the Issuer or any other Guarantor, so long as the Issuer or a Guarantor survives such consolidation or merger, or (y) a Transfer of  any Guarantor that complies with Section 4.10.

(c)           The following additional conditions shall apply to each transaction described in Sections 5.01(a) and (b), except that clause (1) below shall not apply to a transaction described in Section 5.01(b):

(1)           immediately after giving effect to such transaction and the assumption contemplated above (including giving effect to any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Issuer (or the Issuer Surviving Entity, if applicable)

(x)           could incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or

(y)           the Consolidated Coverage Ratio of the Issuer and the Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition or merger;

(2)           immediately before and immediately after giving effect to such transaction and the assumption contemplated above (including giving effect to any Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default has occurred and is continuing; and

(3)           the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this First Supplemental Indenture, that all conditions precedent in this First Supplemental Indenture relating to such transaction have been satisfied and that supplemental indenture is enforceable.

SECTION 5.02.   Successor Corporation Substituted

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Upon any consolidation, combination or merger, or any transfer of all or substantially all of the assets of the Issuer in accordance with Section 5.01, in which the Issuer is not the continuing corporation, the successor Person formed by such consolidation or into which the Issuer is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this First Supplemental Indenture and the Notes with the same effect as if such surviving entity had been named as such and that, in the event of a conveyance or transfer (but not a lease), the conveyor or transferor (but not a lessor) shall be released from the provisions of this First Supplemental Indenture.

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ARTICLE 6 

DEFAULTS AND REMEDIES

SECTION 6.01.   Events of  Default

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Any of the following shall constitute an Event of Default:

(a)default for 30 days in the payment when due of interest on any Note;

(b)default in the payment when due of principal on any Note, whether upon maturity, acceleration, optional redemption, required repurchase or otherwise;

(c)failure to perform or comply with the covenant described under Section 4.13 or the provisions of Section 3.09 applicable to a Change of Control Offer.

(d)failure to perform or comply with any covenant, agreement or warranty in this First Supplemental Indenture (other than any specified in clause (a), (b) or (c) above) which failure continues for 60 days after written notice thereof has been given to the Issuer by the Trustee or to the Issuer and the Trustee by the holders of at least 25% in aggregate principal amount of then outstanding Notes;

(e)default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any Restricted Subsidiary, whether such Indebtedness now exists or is created after the Issue Date, which

(A)           is caused by a failure to pay such Indebtedness at Stated Maturity (after giving effect to any grace period related thereto) (a “Payment Default”); or

(B)           results in the acceleration of such Indebtedness prior to its Stated Maturity

and in each case, the principal amount of any such Indebtedness as to which a Payment Default or acceleration shall have occurred, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;

(f)one or more final and non-appealable judgments, orders or decrees for the payment of money of $25.0 million or more, individually or in the aggregate, shall be entered against the Issuer or any Restricted Subsidiary or any of their respective properties and which final and non-appealable judgments, orders or decrees are not covered by third party indemnities or insurance as to which coverage has not been disclaimed and are not paid, discharged, bonded or stayed within 60 days after their entry;

(g)a court having jurisdiction in the premises enters (x) a decree or order for relief in respect of the Issuer or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (y) a decree or order adjudging the Issuer or any of its Significant Subsidiaries a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer or any of its Significant Subsidiaries under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any of its Significant Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days;

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(h)the Issuer or any of its Significant Subsidiaries:

(i)commences a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or any other case or proceeding to be adjudicated a bankrupt or insolvent; or

(ii)consents to the entry of a decree or order for relief in respect of the Issuer or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer or any of its Significant Subsidiaries; or

(iii)files a petition or answer or consent seeking reorganization or relief under any applicable federal or state law; or

(iv)consents to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Issuer or any of its Significant Subsidiaries or of any substantial part of its property; or

(v)makes an assignment for the benefit of creditors; or

(vi)admits in writing its inability to pay its debts generally as they become due;

(vii)or takes corporate action in furtherance of any such action; or

(i)the Guarantee of any Guarantor that is a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Guarantee and this First Supplemental Indenture) or is declared null and void and unenforceable or is found invalid or any Guarantor denies its liability under its Guarantee (other than by reason of release of a Guarantor from its Guarantee in accordance with the terms of this First Supplemental Indenture and the Guarantee).

SECTION 6.02.   Acceleration

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If an Event of Default occurs and is continuing (other than an Event of Default described in clause (g) or (h) above with respect to the Issuer), the Trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable.  Upon such a declaration, such principal and interest shall be due and payable immediately.  If an Event of Default described in clause (g) or (h) above occurs with respect to the Issuer, the principal of and interest on all the Notes will immediately become due and payable without any declaration or other act on the part of the Trustee or any holders of the Notes.  Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

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At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure or waiver of an Event of Default of the type described in clauses (g) or (h) of Section 6.01, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived.  No such rescission shall affect any subsequent Default or impair any right consequent thereto.

SECTION 6.03.   Other Remedies

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If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this First Supplemental Indenture.  The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

SECTION 6.04.   Amendments and Waivers

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Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any direction that conflicts with law or this First Supplemental Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

SECTION 6.05.   Control by Majority

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Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any direction that conflicts with law or this First Supplemental Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

SECTION 6.06.   Limitation on Suits

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Except to enforce the right to receive payment of principal or interest when due, no noteholder may pursue any remedy with respect to this First Supplemental Indenture or the Notes unless:

(a)such holder has previously given the Trustee notice that an Event of Default is continuing;

(b)holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;

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(c)such holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense;

(d)the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(e)the holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

SECTION 6.07.   Rights of Holders of Notes to Receive Payment

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Notwithstanding any other provision of this First Supplemental Indenture, the right of any Holder to receive payment of principal, premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08.   Collection Suit by Trustee

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If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium on, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09.   Trustee May File Proofs of Claim

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The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

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SECTION 6.10.   Priorities

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If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:

First:  to the Trustee, its agents and attorneys for amounts due under Section 7.07, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second:  to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

Third:  to the Issuer or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

SECTION 6.11.   Undertaking for Costs

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In any suit for the enforcement of any right or remedy under this First Supplemental Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.06, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

SECTION 7.01.   Certain Duties and Responsibilities

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The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act.  Notwithstanding the foregoing, no provision of this First Supplemental Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.  Whether or not therein expressly so provided, every provision of this First Supplemental Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.01.

The Trustee undertakes to perform such duties and only such duties as are specifically set forth in this First Supplemental Indenture and no implied covenants or obligations shall be read into this First Supplemental Indenture against such Trustee.

The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.

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SECTION 7.02.   Notice of Defaults

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If a Default occurs and is continuing and is known to the Trustee, the Trustee must mail to each Holder notice of the Default within 90 days after it occurs. Notwithstanding the foregoing, except in the case of a Default in the payment of principal of or interest on any Note, the Trustee may withhold notice if and so long as a committee of its trust officers determines that withholding notice is in the interest of the Holders.  In addition, the Issuer is required to deliver to the Trustee, within 120 days after the end of each fiscal year, a Officers’ Certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Issuer also is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action the Issuer is taking or proposes to take in respect thereof.

SECTION 7.03.   Certain Rights of Trustee

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Subject to the provisions of Section 7.01:

(a)the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by a Issuer Request or Issuer Order or as otherwise expressly provided herein and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c)whenever in the administration of this First Supplemental Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of willful misconduct on its part, rely upon an Officers’ Certificate;

(d)the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e)the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this First Supplemental Indenture at the request or direction of any of the Holders pursuant to this First Supplemental Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f)the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the expense of the Issuer and shall incur no liability of any kind by reason of such inquiry or investigation;

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(g)the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(h)The Trustee shall not be charged with knowledge of any default or Event of Default unless either (1) a Responsible Officer of the Trustee shall have actual knowledge of such default or Event of Default or (2) written notice of such default or Event of Default shall have been given to the Trustee by the Issuer or any Guarantor or by any Holder;

(i)the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this First Supplemental Indenture;

(j)in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; and

(k)the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

SECTION 7.04.   Not Responsible for Recitals or Issuance of Notes

The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee does not assume any responsibility for their correctness.  The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture or of the Notes.  The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof.

SECTION 7.05.   May Hold Notes and Serve as Trustee Under Other Indentures

The Trustee, any Paying Agent or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to Sections 7.08 and 7.13, may otherwise deal with the Issuer with the same rights it would have if it were not Trustee, Paying Agent or such other agent.

Subject to the provisions of Section 7.08, the Trustee may become and act as trustee under other indentures under which other securities, or certificates of interest or participation in other securities, of the Issuer are outstanding in the same manner as if it were not Trustee.

SECTION 7.06.   Money Held in Trust

Money held by the Trustee in trust hereunder neednot be segregated from other funds except to the extent required by law.  The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Issuer.

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SECTION 7.07.   Compensation and Reimbursement

The Issuer agrees

(a)to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b)except as otherwise expressly provided herein, to reimburse the Trustee, and each predecessor Trustee, upon its request for all expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this First Supplemental Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct; and

(c)to fully indemnify the Trustee, and each predecessor Trustee, for, and to hold it harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

As security for the performance of the obligations of the Issuer under this Section the Trustee shall have a lien prior to the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of the Notes.  When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501 or in connection with Article Five, the expenses (including the reasonable fees and expenses of its counsel) and the compensation for the service in connection therewith are intended to constitute expenses of administration under any bankruptcy law.  The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this First Supplemental Indenture.

SECTION 7.08.   Disqualification: Conflicting Interests

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign to the extent and in the manner provided by, and subject to the provisions of the Trust Indenture Act and this First Supplemental Indenture.  To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under the Base Indenture with respect to Securities of more than one series.

SECTION 7.09.   Corporate Trustee Required: Eligibility

There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $500,000,000 subject to supervision or examination by Federal or State authority and having its Corporate Trust Office in The City of New York.  If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

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SECTION 7.10.   Resignation and Removal; Appointment of Successor

(a)No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 7.11.

(b)The Trustee may resign at any time by giving written notice thereof to the Issuer.  If the instrument of acceptance by a successor Trustee required by Section 7.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee.

(c)The Trustee may be removed at any time by Act of the Holders of a majority in principal amount of the Notes then outstanding voting as a single class, delivered to the Trustee and to the Issuer.  If the instrument of acceptance by a successor Trustee required by Section 7.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of removal, the removed Trustee may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee.

(d)If at any time:

(1)the Trustee shall fail to comply with Section 7.08(a) after written request therefor by the Issuer or by any Holder who has been a bona fide Holder for at least six months, or

(2)the Trustee shall cease to be eligible under Section 7.09 and shall fail to resign after written request therefor by the Issuer or by any such Holder, or

(3)the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Issuer by or pursuant to a Board Resolution may remove the Trustee, or (ii) subject to Section 6.05, any Holder who has been a bona fide Holder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee or Trustees.

(e)If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer, by or pursuant to a Board Resolution, shall promptly appoint a successor Trustee and shall comply with the applicable requirements of Section 7.11.  If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Notes then outstanding voting as a single class delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 7.11, become the successor Trustee and to that extent supersede the successor Trustee appointed by the Issuer.  If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner required by Section 7.11, any Holder who has been a bona fide Holder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

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(f)The Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee in the manner provided in Section 13.02.  Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 7.11.   Acceptance of Appointment by Successor

(a)In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Issuer or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.  Any Trustee ceasing to act shall, nevertheless, retain its prior lien upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 7.07.

(b)In case of the appointment hereunder of a successor Trustee, the Issuer, the retiring Trustee and each successor Trustee shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Issuer or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

(c)Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section 7.11, as the case may be.

(d)No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article 7.

SECTION 7.12.   Merger, Conversion, Consolidation or Succession to Business

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto.  In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.

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SECTION 7.13.   Preferential Collection of Claims Against Issuer

If and when the Trustee shall be or become a creditor of the Issuer (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Issuer (or any such other obligor).

SECTION 7.14.   Investment of Certain Payments Held by the Trustee.

Any amounts deposited by the Issuer and held by the Trustee hereunder, other than pursuant to Section 8.04 or Section 8.06, shall be invested by the Trustee from time to time at the direction of the Issuer in such investments as may be specified in writing by the Issuer and reasonably agreed to by the Trustee from time to time; provided that no amounts deposited in respect of any payment on the Notes shall be invested in an investment that matures after the due date of such payment and that the Trustee shall have no liability to the Issuer for any loss on such investments; provided, further, that in investing trust funds pursuant to the terms of this Section 7.14 and liquidating any investments held in trust hereunder, the Trustee may, to the extent permitted by law, purchase securities (including for the purposes of this paragraph securities as to which the Trustee or a Trustee Affiliate is the issuer or guarantor) from, and sell securities to, itself or any Trustee Affiliate and purchase securities underwritten by, or in which a market is made by, the Trustee or a Trustee Affiliate.  For the purposes hereof, a “Trustee Affiliate” shall mean an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Trustee.  Any income or gain realized as a result of any such investment shall be promptly distributed to the Issuer after payment of any amounts required to be paid to the Holders entitled thereto, except after the occurrence and during the continuance of an Event of Default.  The Trustee shall have no liability to the Issuer for any loss resulting from any investment made in accordance with this Section 7.14, and shall bear no expense in connection with any investment pursuant to this Section 7.14.  Any such investment may be sold (without regard to maturity date) by the Trustee whenever necessary to make any distribution required by this First Supplemental Indenture.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.   Option to Effect Legal Defeasance or Covenant Defeasance

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The Issuer may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

SECTION 8.02.   Legal Defeasance and Discharge

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Upon the Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.02, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this First Supplemental Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this First Supplemental Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04, and as more fully set forth in such Section, payments in respect of the principal amount of, premium, if any, and interest on such Notes when such payments are due, (b) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith and (d) the provisions of this Article 8 with respect to Legal Defeasance.  Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03.

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SECTION 8.03.   Covenant Defeasance

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Upon the Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from its obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.17 with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this First Supplemental Indenture and such Notes shall be unaffected thereby.  In addition, upon the Issuer’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(d) and 6.01(e)  shall not constitute Events of Default.

SECTION 8.04.   Conditions to Legal or Covenant Defeasance

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The following shall be the conditions to the application of either Section 8.02 or 8.03 to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance:

(a)the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in United States dollars, non-callable U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal amount at maturity of, premium and interest on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

(b)in the case of an election under Section 8.02, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

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(c)in the case of an election under Section 8.03, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d)no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes pursuant to this Article 8 concurrently with such incurrence and the grant of a Lien to secure such Indebtedness) or insofar as Section 6.01(g) or 6.01(h)  is concerned, at any time in the period ending on the 91st day after the date of deposit;

(e)such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this First Supplemental Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) or any other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;

(f)the Issuer shall have delivered to the Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that after the 91st day following the deposit, the trust funds will not be subject to the effect of the preference provisions of Section 547 of the United States Federal Bankruptcy Code;

(g)the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or others;

(h)the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and

(i)the Issuer shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 7.07.

Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above with respect to a Legal Defeasance need not be delivered if all Notes not therefor delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer

SECTION 8.05.   Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions

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All cash and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this First Supplemental Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such cash and securities need not be segregated from other funds except to the extent required by law.

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The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or non-callable U.S. Government Obligations held by it as provided in Section 8.04 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.06.   Satisfaction and Discharge

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This First Supplemental Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in this First Supplemental Indenture) as to all outstanding Notes when (i) either (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (b) outstanding Notes have become due and payable whether at maturity or as a result of the mailing of a notice of redemption, and the Issuer irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Notes, including interest thereon and (ii) the Issuer has paid all other sums payable under this First Supplemental Indenture by the Issuer.  The Trustee will acknowledge the satisfaction and discharge of this First Supplemental Indenture if the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, at the cost and expense of the Issuer, stating that all conditions precedent under this First Supplemental Indenture relating to the satisfaction and discharge of this First Supplemental Indenture have been complied with.

SECTION 8.07.   Repayment to Issuer

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Any cash or non-callable U.S. Government Obligations deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest on, any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder shall thereafter, as an unsecured creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such cash and securities, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such cash and securities remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such cash and securities then remaining will be repaid to the Issuer.

Reinstatement

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If the Trustee or Paying Agent is unable to apply any cash or non-callable U.S. Government Obligations in accordance with Section 8.02 or 8.03, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this First Supplemental Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 until such time as the Trustee or Paying Agent is permitted to apply all such cash and securities in accordance with Section 8.02 or 8.03, as the case may be; provided, however, that, if the Issuer makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders to receive such payment from the cash and securities held by the Trustee or Paying Agent.

SECTION 8.08.   Survival

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The Trustee’s rights under this Article 8 shall survive termination of this First Supplemental Indenture or the resignation of the Trustee.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.   Without Consent of Holder

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Notwithstanding Section 9.02, the Issuer and the Trustee may amend or supplement this First Supplemental Indenture, the Guarantees or the Notes without the consent of any Holder to:

(a)to cure any ambiguity, defect or inconsistency;

(b)to provide for the assumption by a successor Person of the obligations of the Issuer or any Guarantor under this First Supplemental Indenture in accordance with Section 5.01;

(c)to provide for uncertificated Notes in addition to or in the place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

(d)to add a Guarantor;

(e)to release a Guarantor from its Guarantee when permitted by this First Supplemental Indenture;

(f)to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power conferred upon the Issuer;

(g)to comply with any requirement of the SEC in connection with the qualification of this First Supplemental Indenture under the Trust Indenture Act;

(h)to make any other change that does not materially adversely affect the rights of any Holder; or

(i)to conform this First Supplemental Indenture to the Description of Notes contained in the Prospectus Supplement.

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SECTION 9.02.   Supplemental Indentures with Consent of Holders

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Except as provided below in this Section 9.02, this First Supplemental Indenture (including Sections 3.09, 4.10 and 4.13), the Guarantees and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this First Supplemental Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).  The provisions of Section 2.08 shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.

Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02, the Trustee shall join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or immunities under this First Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver.  Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this First Supplemental Indenture or the Notes.  However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(a)reduce the principal of or change the fixed maturity of any Note;

(b)alter the provisions with respect to the redemption or purchase provisions of any Note or this First Supplemental Indenture in a manner adverse to the holders of the Notes (other than the provisions of this First Supplemental Indenture relating to any offer to purchase required under Section 4.13);

(c)waive a redemption or purchase payment due with respect to any Note;

(d)reduce the rate of or change the time for payment of interest on any Note;

(e)waive a Default in the payment of principal or interest on the Note (except that holders of at least at majority aggregate principal amount of then outstanding Notes may (x) rescind acceleration of the Notes that resulted from a non-payment and (y) waive the payment default that resulted from such acceleration);

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(f)make the principal of or interest on any Note payable in money other than United States Dollars;

(g)make any change in the provisions of this First Supplemental Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of or interest on the Notes;

(h)make the Notes or any Guarantee subordinated by their or its terms in right of payment to any other Indebtedness;

(i)release any Guarantor that is a Significant Subsidiary from its Guarantee except in compliance with this First Supplemental Indenture; or

(j)make any change in the amendment and waiver provisions of this First Supplemental Indenture

SECTION 9.03.   Compliance with Trust Indenture Act

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Every amendment or supplement to this First Supplemental Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

SECTION 9.04.   Revocation and Effect of Consents

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Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder or portion thereof that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder or subsequent Holder may revoke the consent as to its Note or portion thereof if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective.  An amendment, supplement or waiver shall become effective in accordance with its terms and thereafter shall bind every Holder.

SECTION 9.05.   Trustee to Sign Amendments

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The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  None of the Issuer nor any Guarantor may sign an amendment or supplemental indenture until its board of directors (or committee serving a similar function) approves it.  In executing any amended or supplemental indenture, the Trustee shall be provided with and (subject to Section 7.01) shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this First Supplemental Indenture and that such amended or supplemental indenture is the legal, valid and binding obligations of the Issuer enforceable against it in accordance with its terms, subject to customary exceptions and that such amended or supplemental indenture complies with the provisions hereof (including Section 9.03).

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ARTICLE 10

[RESERVED]

ARTICLE 11

GUARANTEES

SECTION 11.01.   Guarantees

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Each Guarantor hereby unconditionally guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuer under this First Supplemental Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under this First Supplemental Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).  Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation.

Each Guarantor waives presentation to, demand of, payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment.  Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations.  The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this First Supplemental Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this First Supplemental Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; or (f) except as set forth in Section 11.06, any change in the ownership of such Guarantor.

Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.

Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations.  Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section.

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Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.

SECTION 11.02.   Limitation on Liability

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Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor (a) not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee, and (b) not result in a distribution to shareholders not permitted under the applicable state law.  Any term or provision of this First Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of the Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this First Supplemental Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.  Each Guarantor that makes a payment or distribution under a Guarantee will be entitled to a contribution from each other Guarantor in an amount pro rata, based on the net assets of each Guarantor.

SECTION 11.03.   Successors and Assigns

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This Article 11 shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this First Supplemental Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this First Supplemental Indenture.

SECTION 11.04.   No Waiver

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Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article 11 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.  The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 11 at law, in equity, by statute or otherwise.

SECTION 11.05.   [Reserved]

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SECTION 11.06.   Release of Guarantor

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The Guarantee of any Restricted Subsidiary will be automatically and unconditionally released and discharged upon any of the following:

(a)any sale, exchange or transfer by the Issuer or any Restricted Subsidiary to any Peron or Persons, as a result of which the Restricted Subsidiary is no longer a Subsidiary of the Issuer, of a majority of the Capital Stock of, or all or substantially all the assets of, such Restricted Subsidiary, which sale, exchange or transfer is made in accordance with the provisions of this First Supplemental Indenture;

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(b)the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of this First Supplemental Indenture; or

(c)the release of such Restricted Subsidiary’s Guarantee under any Credit Facility; provided that such Restricted Subsidiary has not incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09 unless such Guarantor’s obligations under such Indebtedness so incurred are satisfied in full or simultaneously discharged or are otherwise permitted under one of the exceptions available to Restricted Subsidiaries that are not Guarantors under the definition of “Permitted Indebtedness” at the time of such release;

provided, in each such case, that the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this First Supplemental Indenture relating to such transactions have been complied with and that such release is authorized and permitted under this First Supplemental Indenture.

SECTION 11.07.   Contribution

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Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all Guaranteed Obligations to contribution from each Guarantor, as applicable, in an amount equal to such Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

ARTICLE 12

[RESERVED]

ARTICLE 13

MISCELLANEOUS

SECTION 13.01.   Trust Indenture Act Controls

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If any provision of this First Supplemental Indenture limits, qualifies or conflicts with another provision which is required to be included in this First Supplemental Indenture by the TIA, the provision required by the TIA shall control.

SECTION 13.02.   Notices

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Any notice or communication by the Issuer or the Trustee to the other is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), facsimile or electronic transmission or overnight air courier guaranteeing next-day delivery, to the other’s address:

If to the Issuer:

Solutia Inc.

575 Maryland Centre Drive

P.O. Box 66760

St. Louis, Missouri 63166

Attention:  General Counsel

Telecopier No.:  (314) 707-2903

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With a copy to:

Kirkland &Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention:  Christian O. Nagler, Esq.

Telecopier No.  (212) 446-4900

If to the Trustee:

The Bank of New York Mellon Trust Company, N.A.

2 North LaSalle Street, Suite 2010

Chicago, Illinois 60602

Attention:  Corporate Trust Administration

Telecopier No.:  (312) 827-8542

The Issuer or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to the Trustee or Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if sent by facsimile transmission; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next-day delivery.  All notices and communications to the Trustee or Holders shall be deemed duly given and effective only upon receipt.

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next-day delivery to its address shown on the security register for the Notes.  Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

SECTION 13.03.   Communication by Holders of Notes with Other Holders of Notes

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Holders may communicate pursuant to TIA §312(b) with other Holders with respect to their rights under this First Supplemental Indenture or the Notes.  The Issuer, the Trustee, the Registrar and anyone else shall have the protection of TIA §312(c).

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SECTION 13.04.   Certificate and Opinion as to Conditions Precedent

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Upon any request or application by the Issuer to the Trustee to take any action under any provision of this First Supplemental Indenture, the Issuer shall furnish to the Trustee:

(a)an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this First Supplemental Indenture relating to the proposed action have been complied with; and

(b)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with.

SECTION 13.05.   Statements Required in Certificate or Opinion

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Each certificate or opinion with respect to compliance with a condition or covenant provided for in this First Supplemental Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:

(a)a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

SECTION 13.06.   Rules by Trustee and Agents

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The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

SECTION 13.07.   No Personal Liability of Directors, Officers, Employees and Stockholders

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No past, present or future director, officer, employee, incorporator or stockholder of the Issuer, any Guarantor or the Trustee, as such, shall have any liability for any obligations of the Issuer or of the Guarantors under the Notes, this First Supplemental Indenture, the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.

SECTION 13.08.   Governing Law

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THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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SECTION 13.09.   No Adverse Interpretation of Other Agreements

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This First Supplemental Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement may not be used to interpret this First Supplemental Indenture.

SECTION 13.10.   Successors

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All covenants and agreements of the Issuer in this First Supplemental Indenture and the Notes shall bind its successors.  All covenants and agreements of the Trustee in this First Supplemental Indenture shall bind its successors.

SECTION 13.11.   Severability

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In case any provision in this First Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 13.12.   Counterpart Originals

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The parties may sign any number of copies of this First Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 13.13.   Table of Contents, Headings, Etc

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The Table of Contents, Cross-Reference Table and Headings in this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 13.14.   Force Majeure

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In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 13.15.   Note Purchases by Issuer and Affiliates

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The Issuer and its Affiliates shall be permitted to purchase Notes, whether through private purchase, open market purchase, tender offer, or otherwise.  Such purchase or acquisition shall not operate as or be deemed for any purpose to be a redemption of the Indebtedness represented by such Notes.  Any Notes purchased or acquired by the Issuer may be delivered to the Trustee and, upon such delivery the Indebtedness represented thereby shall be deemed to be satisfied.  Section 2.09 shall be applicable to any Notes acquired by the Issuer and its Affiliates.

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[Signatures on following page]

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SIGNATURES

Dated as the date first written above

ISSUER:
SOLUTIA INC.
By:	/s/ James M. Sullivan
	Name:  James M. Sullivan
	Title:  Chief Financial Officer

GUARANTORS:
CPFILMS INC.
FLEXSYS AMERICA CO.
MONCHEM INTERNATIONAL, INC.
SOLUTIA SYSTEMS, INC.
SOLUTIA INTER-AMERICA, INC.
SOLUTIA OVERSEAS, INC.
SOLUTIA BUSINESS ENTERPRISES INC.
By:	/s/ Timothy J. Spihlman
	Name:  Timothy J. Spihlman
	Title:  Authorized Officer

FLEXSYS AMERICA L.P.
By:  Flexsys America Co.,  its General Partner
By:	/s/ Timothy J. Spihlman
	Name:  Timothy J. Spihlman
	Title:  Vice President

S E INVESTMENT LLC
By:  Monchem International Inc.  Its Member
By:	/s/ Timothy J. Spihlman
	Name:  Timothy J. Spihlman
	Title:  President

TRUSTEE:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/s/ M. Callahan
	Name:  Mary Callahan
	Title:  Vice President

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EXHIBIT A

[FORM OF FACE OF NOTE]

 No.   $

CUSIP No. 834376 AK1

8¾% Senior Notes due 2017

Solutia Inc., a Delaware corporation, promises to pay to [                                                                                                           ], or registered assigns, the principal sum of [] Dollars ($[]) on November 1, 2017.

Interest Payment Dates:  May 1 and November 1.

Record Dates:  April 15 and October 15.

Additional provisions of this Note are set forth on the other side of this Note.

	Solutia Inc.
By:	__________________________________

Name:

Title:

Dated:

TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee, certifies that this is one of

the [Global] Notes referred to in the within mentioned Indenture.

By:   ________________________                                                   

Authorized Signatory

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[GLOBAL NOTE LEGEND]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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[FORM OF REVERSE SIDE OF NOTE]

8¾% Senior Notes due 2017

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.           Interest

Solutia Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Issuer”), promises to pay interest on the principal amount of this Note at the rate per annum shown above.  The Issuer will pay interest semi-annually in arrears on May 1 and November 1 of each year, or, if such date is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”), commencing [May 1, 2010]1.  Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of this Note.  The Issuer shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate that is 1% per annum in excess of the rate then in effect.  Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2.           Method of Payment

The Issuer will pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on the April 15 or October 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except with respect to defaulted interest.  The Notes will be payable as to principal, premium and interest at the office or agency of the Issuer maintained for such purpose within or without the City and State of New York, or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest and premium on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its judgment), to the Issuer or the Paying Agent.  Such payment shall be in such coin or currency of the United States of America at the time of payment is legal tender for payment of public and private debts.

3.           Paying Agent and Registrar

Initially, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), will act as Paying Agent and Registrar.  The Issuer may appoint and change any Paying Agent or Registrar without notice to any holder.  The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

 

1 In the case of Notes issued on the Issue Date.

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4.           Indenture

The Issuer issued the Notes under an Indenture dated as of October 15, 2009, as supplemented by that First Supplemental Indenture dated October 15, 2009 (collectively, the “Indenture”), each among the Issuer, the Guarantors and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”).  Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture.  The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms.  To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

The Issuer shall be entitled, subject to its compliance with Section 4.09 of the Indenture, to issue Additional Notes pursuant to Section 2.13 of the Indenture.  The Initial Notes issued on the Issue Date and any Additional Notes will be treated as a single class for all purposes under the Indenture.

5.           Optional Redemption

Except as set forth below, the Issuer shall not be entitled to redeem the Notes prior to November 1, 2013.

At any time prior to November 1, 2013, the Issuer may redeem all or a part of the Notes (which includes Additional Notes, if any), at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

On and after November 1, 2013, the Issuer shall be entitled at its option to redeem all or a portion of the Notes at the redemption prices set forth below (expressed in percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, thereon to the applicable Redemption Date (subject to the right of Holders of record on the relevant date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on November 1 on the years indicated below:

Year	Redemption Price
2013		104.375	%
2014		102.188	%
2015 and thereafter		100.000	%

In addition, at any time on or prior to November 1, 2012, the Issuer shall be entitled at its option on one or more occasions to redeem Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes issued (which includes the Additional Notes, if any) at a redemption price of 108.750% of the principal amount, plus accrued and unpaid interest to the Redemption Date, with the Net Cash Proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Notes (which includes the Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes held by the Issuer or its Subsidiaries); and (2) each such redemption occurs within 90 days after the date of the closing of the related Equity Offering.

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6.           Notice of Redemption

Notice of redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder to be redeemed at his or her registered address.

7.           Repurchase at Option of Holder

If a Change of Control occurs, each Holder shall have the right to require that the Issuer purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the date fixed for redemption).  Within 30 days following the date upon which the Change of Control occurred, the Issuer must send, by first class mail, a notice to each Holder, which notice shall govern the terms of the Change of Control Offer and shall be in compliance with the Indenture.  Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice.

8.           Denominations; Transfer; Exchange

The Notes are in registered form without coupons in minimum denominations of $2,000 principal and integral multiples of $1,000 in excess thereof.  A Holder may transfer or exchange Notes in accordance with the Indenture.  The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed or 15 days before an Interest Payment Date.

9.           Persons Deemed Owners

The registered Holder of this Note may be treated as the owner of it for all purposes.

10.           Discharge and Defeasance

Subject to certain conditions, the Issuer at any time shall be entitled to terminate some or all of its and the Guarantors’ obligations under the Notes and the Indenture if the Issuer deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be.

11.           Amendment, Waiver

Subject to certain exceptions, the Indenture, the Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).  Without the consent of any Holder, the Indenture, the Guarantees or the Notes may be amended to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), to add a Guarantor, to release a Guarantor from its Guarantee when permitted by the Indenture, to add to the covenants of the Issuer for the benefit of the noteholders or to surrender any right or power conferred upon the Issuer, to comply with any requirement of the SEC in connection with the qualifications of the Indenture under the TIA, to make any other change that does not materially adversely affect the rights of any noteholder, to conform the text of the Supplemental Indenture to the Description of Notes contained in the Prospectus Supplement, dated October 9, 2009 used to offer the Notes to prospective Holders, or make any change in the amendment and waiver provisions of the Indenture.

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12.           Defaults and Remedies

Events of Default include: (i) default for 30 days in the payment when due of interest on any Note; (ii) default in the payment when due of principal on any Note, whether upon maturity, acceleration, optional redemption, required repurchase or otherwise; (iii) failure to perform or comply with the covenants described in Section 4.13; (iv) failure to perform or comply with any covenant, agreement or warranty in the Supplemental Indenture (other than specified in clauses (i), (ii) or (iii) above) which failure continues for 60 days after written notice hereof has been given to the Issuer by the Trustee or to the Issuer and the Trustee by the holders of at least 25% in aggregate principal amount of then outstanding Notes; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any Restricted Subsidiary, whether such Indebtedness now exists or is created after the Issue Date, which (A) is caused by a failure to pay such Indebtedness at Stated Maturity (after giving effect to any grace period related thereto) (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its Stated Maturity. In each case, the principal amount of any such Indebtedness as to which a Payment Default or acceleration shall have occurred, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more; (vi) one or more final and non-appealable judgments, orders or decrees for the payment of money of $25.0 million or more, individually or in the aggregate, shall be entered against the Issuer or any Restricted Subsidiary or any of their respective properties and which final and non-appealable judgments, orders or decrees are not covered by third party indemnitees or insurance as to which coverage has not been disclaimed and are not paid, discharged, bonded or stayed within 60 days after their entry; (vii) a court having jurisdiction in the premises enters (x) a decree for order for relief in respect of the Issuer or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or similar law or (y) a decree or order adjudging the Issuer or any of its Significant Subsidiaries a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer or any of its Significant Subsidiaries under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any of its Significant Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; (viii) the Issuer or any of its Significant Subsidiaries: commences a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or any other case or proceeding to be adjudicated a bankrupt or insolvent; or consents to the entry of a decree or order for relief in respect of the Issuer or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer or any of its Significant Subsidiaries; or files a petition or answer or consent seeking reorganization or relief under any applicable federal or state law; or consents to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Issuer or any of its Significant Subsidiaries or any of any substantial part of its property; or makes an assignment for the benefit of creditors; or admits in writing its inability to pay its debts generally as they become due; or takes corporate action in furtherance of any such action; or (ix) the Guarantee of any Guarantor that is a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Guarantee and the Indenture) or is declared null and void and unenforceable or is found invalid or any Guarantor denies its liability under its Guarantee (other than by reason of release of a Guarantor from its Guarantee in accordance with the terms of the Indenture and the Guarantee). If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable.  Holders may not enforce the Indenture or the Notes except as provided in the Indenture and the Trust Indenture Act.  Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.  The Holders of a majority in aggregate principal amount of the Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any direction that conflicts with law or the Supplemental Indenture and the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.  The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

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13.           Guarantee

The full and punctual payment by the Issuer of the principal of, premium, if any, and interest on the Notes is fully and unconditionally guaranteed on a joint and several senior unsecured basis by each of the Guarantors.

14.           Trustee Dealings with the Issuer

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may make loans to, accept deposits from, and perform services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not the Trustee.

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15.           No Recourse Against Others

Any past, present, or future director, officer, employee, incorporator or stockholder, as such, of the Issuer, any Guarantors or the Trustee shall not have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Indenture, the Guarantees or for any claim based on, in respect of or by reason of such obligations or their creation.  By accepting a Note, each Holder waives and releases all such liability.  The waiver and release are part of the consideration for the issue of the Notes.

16.           Authentication

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) signs the certificate of authentication on the other side of this Note.

17.           Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

18.           CUSIP Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Issuer has caused CUSIP numbers to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

19.           Governing Law

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS NOTE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

______________

The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture.  Requests may be made to:

Solutia Inc.

575 Maryville Centre Drive

P.O. Box 66760

St. Louis, MO  63166-6760

Attention: Chief Financial Officer

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this Note on the books of the Issuer.  The agent may substitute another to act for him.

____________________________________________________________________________________

Date:  _____________________________Your Signature:  _______________________________

____________________________________________________________________________________

Sign exactly as your name appears on the other side of this Note.

        __________________________________

Signature

Signature Guarantee:

______________________________________    ___________________________________

Signature must be guaranteed                                                                            Signature

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

Date of Exchange Amount of decrease in Principal amount of this Global Note Amount of increase in Principal amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized officer of Trustee or Custodian

A-10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to either Section 4.10 or Section 4.13 of the Indenture, as applicable, check the corresponding box:

Section 4.10 Section 4.13

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section  4.10 or Section 4.13 of the Indenture, as applicable, state the amount in principal amount:  $______________

Dated:           ______________                                     Your Signature:  ___________________________                                                                   

(Sign exactly as your name appears on the other side of this Note.)

Signature Guarantee:        ___________________________                                                                   

(Signature must be guaranteed)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-11

EXHIBIT B

FORM OF GUARANTEE

For value received, each Guarantor (which term includes any successor Person under the Indenture), jointly and severally, unconditionally guarantees, to the extent set forth in and subject to the provisions in the Indenture, dated as of October 15, 2009, as supplemented by that First Supplemental Indenture dated as of October 15, 2009 (collectively, the “Indenture”), among Solutia Inc., as issuer (the “Issuer”), the Guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), (a) the full and punctual payment of the principal of and interest on the Notes when due, whether at maturity, by acceleration, redemption or otherwise, and all other monetary obligations of the Issuer under the Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Issuer under the Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).  Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound hereunder notwithstanding any extension or renewal of any Guaranteed Obligation.

The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee.  Each Holder, by accepting the same agrees to and shall be bound by such provisions.  This Guarantee is subject to release as and to the extent set forth in Sections 8.02, 8.03, 8.06 and 11.06 of the Indenture.  Capitalized terms used herein and not defined are used herein as so defined in the Indenture.

 [GUARANTOR]

By: ________________________________

Name:

Title:

B-1

EX-10.1

EXHIBIT 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT (this “Amendment”), dated as of May 29, 2009, to the Credit Agreement, dated as of February 28, 2008 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among  SOLUTIA INC., a Delaware corporation (the “U.S. Borrower”); SOLUTIA EUROPE SPRL/BVBA, a private limited liability company incorporated under Belgian law with registered office Chaussée de Boondael 6, 1050 Bruxelles, registered with the Crossroads Bank for Enterprises under number 0460.474.440, Commercial Court of Brussels (formerly known as Solutia Europe SA/NV, a limited liability company) (“Solutia Europe”); FLEXSYS SA/NV, a Belgian limited liability company (“société anonyme” / “naamloze vennootschap”), having its registered office at Boondaalsesteenweg 6, 1050 Brussels, Belgium and registered with the Legal Entities Register (RPM/RPR Brussels) under enterprise number 454.045.419 (together with Solutia Europe, the “European Borrowers”, and each, a “European Borrower”; the European Borrowers, together with the U.S. Borrower, are the “Borrowers” and each, a “Borrower”); each of the Lenders; CITIBANK, N.A. (“Citibank”), as administrative agent for the Lenders (together with its successors in such capacity, the “Administrative Agent”), and as collateral agent for the Secured Parties (together with its successors in such capacity, the “Collateral Agent”) and as Issuer (the "Issuer"); CITIBANK INTERNATIONAL PLC, as collateral agent for the European Secured Parties and the other parties party thereto.  Capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

RECITALS

A.Solutia has entered into an agreement to sell the nylon business of Solutia (the “Nylon Business”).

B.The Issuer has Issued certain Letters of Credit under the Credit Agreement to support the Nylon Business.

C.The U.S. Borrower has requested that the Requisite Lenders amend certain provisions of the Credit Agreement to provide that the Letter of Credit Obligations with respect to the cash collateralized Letters of Credit issued to support the Nylon Business not reduce the amount of the U.S. Revolving Credit Facility available to the Borrower (except as otherwise provided herein).

D.The parties hereto have agreed to amend the Credit Agreement on the terms and subject to the conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Amendments to Credit Agreement.

(a)Amendments to Section 1.01 – Defined Terms. Section 1.01 of the Credit Agreement is hereby amended by deleting the definitions of the following terms as they appear in the Credit Agreement in effect prior to the date hereof, and adding the following definitions to Section 1.01, which shall be inserted in the proper alphabetical order.

“Revolving Credit Commitment” means, with respect to each Revolving Credit Lender, the commitment of such Revolving Credit Lender to make Revolving Credit Loans and acquire interests in other Revolving Credit Outstandings in the aggregate principal amount outstanding not to exceed the amount set forth opposite such Revolving Credit Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment,” less such Revolving Credit Lender’s Ratable Portion of the Backstopped L/C Obligations, if any, on any date of determination (which reduction shall only be effective so long as any Backstopped Letter of Credit remains outstanding), as amended to reflect each Assignment and Acceptance executed by such Revolving Credit Lender and as such amount may be reduced pursuant to this Agreement.  The aggregate Revolving Credit Commitments on the Effective Date shall be $450.0 million.

“U.S. Revolving Credit Outstandings” means, as to each Revolving Credit Lender, the sum of the outstanding principal amount of its U.S. Revolving Credit Loans and its Ratable Portion of Letter of Credit Obligations (other than the Backstopped L/C Obligations) and the U.S. Swing Obligations at such time.

(b)Amendments to Section 1.01 – Defined Terms. Section 1.01 of the Credit Agreement is hereby further amended by adding the following definitions to Section 1.01, which shall be inserted in the proper alphabetical order.

“Backstopped L/C Obligations” means all Letter of Credit Obligations with respect to Backstopped Letters of Credit

“Backstopped Letters of Credit” means, at any time, the Letters of Credit described on Schedule 1.01(m) to the extent that the same are then cash collateralized in an amount equal to 103% of the undrawn face amount thereof at such time on terms, and pursuant to documentation, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

(c)Additional Amendment to Credit Agreement.  The Credit Agreement is hereby further amended by adding a new Schedule 1.01(m) thereto in the form set forth on Annex A to this Amendment:

2.Effectiveness of this Amendment.  This Amendment shall become effective on and as of the date (the “First Amendment Effective Date”) on which all of the following conditions precedent have been satisfied:

(a)Amendment.  The Administrative Agent shall have received

(i)this Amendment duly executed and delivered by the Borrowers;

(ii)an officer’s certificate signed on behalf of the U.S. Borrower by a Financial Officer of the U.S. Borrower, certifying (A) that the representations and warranties set forth in Article III of the Credit Agreement and in the other Loan Documents are true and correct (or true and correct in all material respects if not otherwise qualified by materiality or by a Material Adverse Effect) with the same effect as if made on the First Amendment Effective Date (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct (or true and correct in all material respects if not otherwise qualified by materiality or by a Material Adverse Effect) as of such earlier date), (B) the representations and warranties of Borrowers set forth in Section 3 herein are true and correct on the First Amendment Effective Date and (C) no Default or Event of Default has occurred and is continuing on the First Amendment Effective Date; and

(iii)the attached Acknowledgement executed by Subsidiary Guarantors.

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(b)Representations and Warranties; No Default.  (i) The representations and warranties set forth in Article III of the Credit Agreement and in the other Loan Documents shall be true and correct (or true and correct in all material respects if not otherwise qualified by materiality or by a Material Adverse Effect) with the same effect as if then made (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct (or true and correct in all material respects if not otherwise qualified by materiality or by a Material Adverse Effect) as of such earlier date) and (ii) no Default has occurred and is continuing;

(c)Costs and Expenses.  The Administrative Agent shall have received payment of all fees and, to the extent invoiced at least two (2) Business Days prior to the Effective Date, expenses due in connection with this Amendment; and

(d)Lender Consent. The Administrative Agent shall have received executed letters with respect to this Amendment substantially in the form attached hereto as Annex B (a “Lender Consent Letter”) from the Requisite Lenders.

3.Representations and Warranties.  The Borrowers represent and warrant as follows:

(a)Authority.  Each Borrower and each Subsidiary Guarantor has the requisite corporate or other organizational power and authority to execute and deliver this Amendment and the attached Acknowledgement, and to perform its obligations hereunder and under the Loan Documents (as amended or modified hereby) to which it is a party.  The execution, delivery and performance by such Person of this Amendment and Acknowledgement have been duly approved by all necessary corporate or other organizational action and no other corporate or other organizational proceedings are necessary to consummate such transactions.

(b)Enforceability.  This Amendment has been duly executed and delivered by each Borrower.  This Amendment and the Credit Agreement (as amended or modified hereby) are the legal, valid and binding obligation of each Borrower, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

(c)No Conflict.  The execution, delivery and performance of this Amendment by the Borrowers do not (i) contravene any applicable provision of any material applicable law of any Governmental Authority, (ii) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Person pursuant to, (A) the terms of any material indenture, loan agreement, lease agreement, mortgage or deed of trust, or (B) any other material contractual obligation, in the case of either clause (i) and (ii) to which such Person is a party or by which it or any of its property or assets is bound, (iii) violate any provision of the Organizational Documents of such Person, except with respect to any conflict, breach or contravention or default referred to in clauses (ii)(A) or (ii)(B), to the extent that such conflict, breach, contravention or default could not reasonably be expected to have a Material Adverse Effect or (iv) subject to the effectiveness of this Amendment, conflict with or violate any provision of the Credit Agreement, the Loan Documents, the Term Loan Credit Agreement or the Term Loan Documents.

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(d)No Default.  No event has occurred and is continuing that constitutes a Default or an Event of Default.

4.Applicable Law.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

5.Counterparts.

(a)This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract.  Delivery of an executed signature page to this Amendment by facsimile transmission or other electronic image scan transmission (e.g., “PDF” or “tif” via e-mail) shall be as effective as delivery of a manually signed counterpart of this Amendment.

(b)The execution and delivery of a Lender Consent Letter with respect to this Amendment by any Lender shall be binding upon each of its successors and assigns and binding in respect of all of its Revolving Credit Commitments and Loans, including any Revolving Credit Commitments or Loans acquired subsequent to its execution and delivery hereof and prior to the effectiveness hereof.

6.Reference to and Effect on the Loan Documents.

(a)Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.

(b)Except as specifically amended above, the Credit Agreement and all other Loan Documents, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable obligations of Borrower to the Agents and the other Secured Parties, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

(c)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Agent or any other Secured Party under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

(d)To the extent that any terms and conditions in any of the Loan Documents shall contradict or be in conflict with any terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.

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7.Integration.  This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

8.Severability.  In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.

[signature pages follow]

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SOLUTIA INC.,

as U.S. Borrower

By:  /s/ James M. Sullivan

Name:  James M. Sullivan

Title:  Executive Vice President, Chief Financial Officer and Treasurer

S-1

SOLUTIA EUROPE SPRL/BVBA,

as a European Borrower

By:  /s/ Kristel Deroover

Name:  Kristel Deroover

Title:  Manager/Director

By:  /s/ Jan Derycke

Name:  Jan Derycke

Title:  Manager

S-2

FLEXSYS NV,

as a European Borrower

By:  /s/ Kristel Deroover

Name:  Kristel Deroover

Title:  Director

By:  /s/ Jan Derycke

Name:  Jan Derycke

Title:  Director

Signature Page to First Amendment to Credit Agreement

CITIBANK, N.A.,

as Administrative Agent and Issuer

By:   /s/ David Jaffe                                                          

Name:  David Jaffe

Title:  Director/Vice President

Signature Page to First Amendment to Credit Agreement

Signature Page to First Amendment to Credit Agreement

EX-10.2

EXHIBIT 10.2

SECOND AMENDMENT TO CREDIT AGREEMENT

SECOND AMENDMENT (this “Amendment”), dated as of October 15, 2009, to the Credit Agreement, dated as of February 28, 2008, as amended by that certain First Amendment to Credit Agreement dated as of May 29, 2009 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among  SOLUTIA INC., a Delaware corporation (the “U.S. Borrower”); SOLUTIA EUROPE SPRL/BVBA, a private limited liability company incorporated under Belgian law with registered office Chaussée de Boondael 6, 1050 Bruxelles, registered with the Crossroads Bank for Enterprises under number 0460.474.440, Commercial Court of Brussels (formerly known as Solutia Europe SA/NV, a limited liability company) (“Solutia Europe”); FLEXSYS SA/NV, a limited liability company incorporated under Belgian law (“société anonyme” / “naamloze vennootschap”), having its registered office at Boondaalsesteenweg 6, 1050 Brussels, Belgium and registered with the Crossroads Bank for Enterprises under number 454.045.419, Commercial Court of Brussels (“Flexsys” and together with Solutia Europe, the “European Borrowers”, and each, a “European Borrower”; the European Borrowers, together with the U.S. Borrower, are the “Borrowers” and each, a “Borrower”); each of the Lenders; CITIBANK, N.A., as administrative agent for the Lenders (together with its successors in such capacity, the “Administrative Agent”), and as collateral agent for the Secured Parties (together with its successors in such capacity, the “Collateral Agent”) and as Issuer (the “Issuer”); CITIBANK INTERNATIONAL PLC, as collateral agent for the European Secured Parties, and the other parties party thereto.  Capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

RECITALS

A.           Borrowers, the Administrative Agent, the Lenders and other parties thereto are party to the Credit Agreement.

B.           Borrowers have requested that certain amendments be made to the Credit Agreement as set forth herein.

C.           The Lenders signatory to an acknowledgement and consent in the form attached hereto as Annex A (a “Lender Consent Letter”) and the Administrative Agent have consented to this Amendment on the terms and subject to the conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Amendments to Credit Agreement.  As of the Second Amendment Effective Date (as defined below) and subject to the satisfaction of the conditions set forth in Section 2 hereof, the Credit Agreement shall be amended as set forth below:

(a)Amendments to Section 1.01 – Defined Terms.  Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions to Section 1.01, which shall be inserted in the proper alphabetical order.

“FAS 5” means the Statement of Financial Accounting Standards No. 5 of The Financial Accounting Standards Board.

“Permitted Loan Purchase” has the meaning assigned to such term in the Term Loan Credit Agreement as in effect on the date hereof (after giving effect to the first amendment thereto).

“Permitted Other Debt” shall mean senior secured or unsecured notes or loans (which in either case, if secured, are secured by a Lien ranking junior to the Lien securing the Term Loan Obligations with respect to such Collateral), in either case issued by a U.S. Loan Party, (a) the terms of which do not provide for any scheduled repayment, mandatory redemption, mandatory prepayment or sinking fund obligations prior to, at the time of incurrence, the Scheduled Termination Date (other than customary offers to repurchase or mandatory prepayment provisions, as applicable, upon a change of control, asset sale, debt issuance, sale of the company, excess cash flow or casualty or condemnation event and customary acceleration rights after an event of default and scheduled amortization payments not in excess of 1% of the original principal amount of any such notes or loans constituting Permitted Other Debt during any Fiscal Year), (b) the covenants, events of default and other terms of which (other than interest, fees, discount and other pricing and economic provisions and redemption or prepayment provisions and call protection and prepayment premiums), taken as a whole, are not more restrictive to the U.S. Borrower and its Restricted Subsidiaries than the Term Loan Documents, (c) no Subsidiary of the U.S. Borrower (other than a Subsidiary Guarantor that is a Domestic Subsidiary of the U.S. Borrower) is an obligor with respect thereto, (d) if secured, are not secured by any assets other than the Collateral and (e) the U.S. Borrower shall deliver a certificate of an Authorized Officer of the U.S. Borrower to the Administrative Agent at least five Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the U.S. Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements.

“Permitted Other Debt Documents” shall mean any document or instrument (including any guarantee, security agreement or mortgage) issued or executed and delivered with respect to any Permitted Other Debt by any Loan Party.

“Permitted Other Debt Obligations” shall mean, if any Permitted Other Debt is issued, all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Permitted Other Debt Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, including all fees and interest (including interest accruing after the maturity of such Permitted Other Debt and interest accruing (or that would accrue but for the commencement of any bankruptcy, insolvency, reorganization or like proceeding) after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Without limiting the generality of the foregoing, the Permitted Other Debt Obligations of the applicable Loan Parties under the Permitted Other Debt Documents include the obligation (including guarantee obligations) to pay principal, interest, fees, premiums, charges, expenses, attorneys’ fees and disbursements and other sums chargeable to any such Loan Party under any Permitted Other Debt Document.

“Qualified Unrestricted Subsidiary” means any Unrestricted Subsidiary designated as a “Qualified Unrestricted Subsidiary” pursuant to a certificate of an Authorized Officer of the U.S. Borrower delivered to the Administrative Agent and otherwise in compliance with Section 5.18; provided that there shall be no more than one Qualified Unrestricted Subsidiary.

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“Second Amendment” means that certain Second Amendment to Credit Agreement dated as of October 15, 2009.

“Second Amendment Effective Date” means October 15, 2009.

“Senior Notes” means the senior notes to be issued by the U.S. Borrower on or around the Second Amendment Effective Date, which such notes shall comply with the definition of Permitted Other Debt (other than clause (b) of that definition, unless such notes are secured).

“Senior Notes Documents” means (i) an indenture, dated on or around the Second Amendment Effective Date, among the U.S. Borrower, certain Domestic Subsidiaries of the U.S. Borrower and the trustee named therein, and (ii) each other document and instrument executed in respect thereto, which provisions of such indenture, documents and instruments shall comply with the definition of Permitted Other Debt (other than clause (b) of that definition, unless the notes issued thereunder are secured).

“Senior Notes Secured Parties” shall mean (i) the holders from time to time of secured Senior Notes, (ii) the holders from time to time of any secured Indebtedness permitted pursuant to Section 6.01(xxiv)(y) and (iii) any representative on behalf of any such holders.

 “Specified Businesses” means the businesses described on Schedule 1.01(n).

“Term Loan Obligations” means the “Obligations” under and as defined in the Term Loan Credit Agreement.

“Transferred Liability” means, in connection with any sale, transfer or other disposition of assets by the U.S. Borrower or its Restricted Subsidiaries, any liability (i) that would be recorded on a balance sheet of the U.S. Borrower or its Restricted Subsidiaries in accordance with GAAP or identified under FAS 5, (ii) that is related to the assets sold, transferred or otherwise disposed of by the U.S. Borrower or its Restricted Subsidiaries, (iii) that is (x) expressly assumed by the purchaser or transferee of such assets or (y) expunged by the holder of such liability, and (iv) with respect to which the U.S. Borrower and its Restricted Subsidiaries are fully and unconditionally released upon consummation of such sale, transfer or other disposition.

(b)The definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement is hereby amended by:

(i)inserting the phrase “, but including any gains or income associated with cancellation or extinguishment of Term Loans (including any gains, income or loss from Permitted Loan Purchases)” immediately following the phrase “(y) the amount attributable to minority interests” set forth in the parenthetical located in clause (i) following the reference to “minus” contained therein; and

(ii)inserting the following at the end of such definition:

“For the avoidance of doubt, Consolidated EBITDA shall not be increased or decreased as a result of any gains or income or losses associated with cancellation or extinguishment of Term Loans (including any gains, income or loss from Permitted Loan Purchases).”

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(c)The definition of “Consolidated Interest Expense” in Section 1.01 of the Credit Agreement is hereby amended by adding the words “, issuance of Equity Interests or Equity Rights” after the words “Permitted Acquisitions” in the last paragraph thereof.

(d)The definition of “Eligible European Inventory” in Section 1.01 of the Credit Agreement is hereby amended by replacing the words “Permitted Restructuring” with the words “a transaction between Solutia Europe and Flexsys of the type described in Section 6.03(v)” where such words appear therein.

(e) The definition of “European Borrowing Base” in Section 1.01 of the Credit Agreement is hereby amended by replacing the words “Permitted Restructuring” with the words “a transaction between Solutia Europe and Flexsys of the type described in Section 6.03(v)” in each place that such words appear therein.

(f)The definition of “Letter of Credit Sublimit” in Section 1.01 of the Credit Agreement is hereby amended by replacing the words “$175.0 million” with the words “$125.0 million”.

(g)The definition of “Permitted Acquisition” in Section 1.01 of the Credit Agreement is hereby amended by amending clause (f) by adding the following words at the beginning thereof:

“in the case of any acquisition or series of related acquisitions where the Acquisition Consideration is greater than $10.0 million in the aggregate,”

(h)The definition of “Permitted Guarantor Factoring Transactions” in Section 1.01 of the Credit Agreement is hereby amended by replacing the words “$15.0 million” with the words “$30.0 million”.

(i)The definition of “Pro Forma Basis” in Section 1.01 of the Credit Agreement is hereby amended by:

(i)           adding the following words immediately after the words “Asset Sale” the first time they appear in clause (ii):  “or designation of a Subsidiary as an Unrestricted Subsidiary (or of an Unrestricted Subsidiary as a Restricted Subsidiary) pursuant to Section 5.18”;

(ii)           adding the following parenthetical immediately after the word “Investment” where the term Investment appears in clause (ii)(a)(i): “(including an Investment resulting from an Unrestricted Subsidiary being designated as a Restricted Subsidiary pursuant to Section 5.18)”; and

(iii)           adding the following words immediately after the words “Restricted Subsidiaries” in clause (ii)(a)(ii): “, or in the case of the designation of a Subsidiary as an Unrestricted Subsidiary pursuant to Section 5.18.”

(j)Amendment to Section 2.05 – Reduction and Termination of Revolving Credit Commitment.  Section 2.05 of the Credit Agreement is hereby amended by deleting the second proviso at the end thereof and substituting the following new provisos therefore:

“provided further that in connection with any such reduction, the U.S. Borrower may specify (i) a reduction of the European Sublimit by an amount determined by it, and (ii) a reduction in the unused portions of the Eurocurrency Sublimits of the Eurocurrency

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Lenders in an amount equal to the percentage by which the European Sublimit is reduced, such reductions to be effective contemporaneously with the reduction of the Revolving Credit Commitment; and provided finally, that in no event shall the European Sublimit exceed an amount equal to 50% of the aggregate Revolving Credit Commitments.”

(k)Amendment to Section 6.01 – Indebtedness.

(i)Clause (xii) of Section 6.01 of the Credit Agreement is hereby amended in its entirety as follows:

“(xii)                      Indebtedness of any Non-U.S. Restricted Subsidiary that is a Non-Guarantor Restricted Subsidiary, and Guarantees by any Non-U.S. Restricted Subsidiary that is a Non-Guarantor Restricted Subsidiary in respect of such Indebtedness; provided that (A) no Default shall have occurred and be continuing or would immediately result therefrom and (B) the aggregate principal amount of all such Indebtedness shall not exceed an aggregate of $75.0 million at any one time outstanding;”

(ii)Clause (xiv) of Section 6.01 of the Credit Agreement is hereby amended in its entirety with the following:

“(xiv)                      Indebtedness of the Loan Parties (other than the Senior Notes), that is either (x) Indebtedness in an aggregate principal amount not to exceed $300.0 million at any one time outstanding secured by a Lien ranking junior to the Liens securing the Obligations and the Term Loan Obligations or (y) unsecured Indebtedness; provided that in each case (A) such Indebtedness will not mature prior to the date that is one year following the Scheduled Termination Date, (B) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption, mandatory prepayment or sinking fund obligations prior to the date that is one year following the Scheduled Termination Date (other than customary offers to repurchase or mandatory prepayment provisions, as applicable, upon a change of control, asset sale, debt issuance, sale of the company, excess cash flow or casualty or condemnation event and customary acceleration rights after an event of default and scheduled amortization payments not in excess of 1% of the original principal amount of any such Indebtedness during any Fiscal Year), (C) after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, the Net Interest Expense Coverage Ratio shall be not less than 2.0:1.0 as of the most recent Test Period (assuming that such incurrence of Indebtedness, and each other incurrence of Indebtedness under this Section 6.01 consummated since the first day of such Test Period, and the application of the proceeds thereof, had occurred on the first day of such Test Period) and the Borrowers shall have delivered to the Administrative Agent a certificate of a Financial Officer of the U.S. Borrower to such effect setting forth in reasonable detail the computations necessary to determine such compliance (together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto), (D) no Default shall have occurred and be continuing or would immediately result therefrom, (E) immediately after giving effect thereto, the U.S. Borrower and its Restricted Subsidiaries are in compliance, on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding Test Period), and the application of the proceeds thereof, with the covenant set forth in Section 6.12 (tested as if a Liquidity Event Period (Fixed Charge Coverage Ratio) was continuing) recomputed as at the date of such Test Period as if all such Indebtedness was incurred on the first day of the immediately preceding Test Period and (F) except in the case of Guarantees by Excluded Non-U.S. Restricted Subsidiaries of such Indebtedness of Non-U.S. Restricted Subsidiaries, no Restricted Subsidiary shall Guarantee any such Indebtedness unless such Restricted Subsidiary is also a Subsidiary Guarantor under this Agreement and the other Loan Documents; provided further that in the case of Indebtedness that is secured pursuant to clause (x) above, (1) the covenants, events of default and other terms of such Indebtedness (other than interest, fees, discount and other pricing and economic provisions and redemption or prepayment provisions and call protection and prepayment premiums), taken as a whole, shall not be more restrictive to the U.S. Borrower and its Restricted Subsidiaries than those in the Term Loan Documents, (2) no Subsidiary of the U.S. Borrower (other than a Loan Party) shall be an obligor in respect of such Indebtedness, (3) such Indebtedness shall not be secured by any assets other than the Collateral of the U.S. Loan Parties of the U.S. Loan Parties, and (4) not less than five Business Days prior to the incurrence of such Indebtedness, the U.S. Borrower shall have delivered a certificate of an Authorized Officer of the U.S. Borrower to the Administrative Agent, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the U.S. Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements;”

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(iii)Section 6.01 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (xxii) thereof, replacing the period at the end of clause (xxiii) with a semicolon and inserting the following new clauses (xxiv) and (xxv):

“(xxiv)                      Indebtedness of the U.S. Borrower and the U.S. Loan Parties in respect of (x) the Senior Notes, to the extent that the net cash proceeds therefrom are applied to the prepayment of the Term Loans (provided, however, that the Borrower shall not be required to apply more than an aggregate amount equal to the greater of (i) $200.0 million and (ii) the amount which is $100.0 million less than the aggregate original principal amount of the Senior Notes); provided that (A) no Default shall have occurred and be continuing or would immediately result therefrom, and (B) immediately after giving effect thereto, the U.S. Borrower and its Restricted Subsidiaries are in compliance, on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding Test Period), and the application of the proceeds thereof, with the covenant set forth in Section 6.12 (tested as if a Liquidity Event Period (Fixed Charge Coverage Ratio) was continuing) recomputed as at the date of such Test Period, as if all such Indebtedness was incurred on the first day of the immediately preceding Test Period, and (y) any Permitted Refinancing of such Senior Notes specified in subclause (x) above; provided that such Indebtedness pursuant to this Section 6.01(xxiv) otherwise complies with the definition of Permitted Other Debt (other than clause (b) of that definition, unless such Senior Notes are secured); and

(xxv) intercompany notes evidencing obligations relating to Investments made pursuant to Section 6.04(xxii) or asset transfers made pursuant to Section 6.05(xix); provided that (A) such intercompany notes are pledged pursuant to the Pledge Agreement in accordance with Section 5.11 and (B) the obligations of any obligor evidenced by such intercompany notes shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent.”

(l)Amendment to Section 6.02 – Liens.

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(i)Clause (xvi) of Section 6.02 of the Credit Agreement is hereby amended by deleting the words “in the ordinary course of business of the U.S. Borrower and its Restricted Subsidiaries”.

(ii)Clause (xviii) of Section 6.02 of the Credit Agreement is amended in its entirety with the following:

“(xviii)                      (x) Liens securing the “Obligations” (as defined in the agreement referenced in clause (i) of the definition of “Term Loan Credit Agreement”) and (y) Liens securing the “Obligations” or comparable term in any agreement referenced in clause (ii) of the definition of “Term Loan Credit Agreement”); provided that (A) the applicable secured parties (or a representative thereof on behalf of such holders) shall be parties to the Intercreditor Agreement.”

(iii)Section 6.02 of the Credit Agreement is hereby further amended by deleting the word “and” at the end of clause (xxix) thereof and inserting the following new clauses (xxxi), (xxxii) and (xxxiii):

“(xxxi)                      Liens securing Indebtedness permitted to be incurred under clause (x) of Section 6.01(xiv); provided that the applicable secured parties with respect to such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into an intercreditor agreement providing that the Liens securing such Indebtedness shall rank junior to the Liens securing the Obligations and the Term Loan Obligations, and which shall also provide, among other provisions to be determined by the U.S. Borrower, the Administrative Agent, the Collateral Agent and such secured parties (or a representative thereof on behalf of such holders), terms substantially similar to those set forth on Exhibit T to this Agreement (with any changes thereto being reasonably acceptable to the Administrative Agent and the Collateral Agent). Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to (i) negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement (or amendment to the Intercreditor Agreement) contemplated by this Section 6.02(xxxi) and (ii) amend any Security Documents to the extent necessary or advisable in connection therewith;

(xxxii) Liens securing Indebtedness permitted to be incurred under Section 6.01(xxiv); provided that the Senior Notes Secured Parties (or a representative thereof on behalf of such holders) shall have entered into an intercreditor agreement providing that the Liens securing such Indebtedness shall rank junior to the Liens securing the Obligations and the Term Loan Obligations, and which shall also provide, among other provisions to be determined by the U.S. Borrower, the Administrative Agent, the Collateral Agent and the Senior Notes Secured Parties (or a representative thereof on behalf of such holders), terms substantially similar to those set forth on Exhibit T to this Agreement (with any changes thereto being reasonably acceptable to the Administrative Agent and the Collateral Agent). Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to (i) negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement (or amendment to the Intercreditor Agreement) contemplated by this Section 6.02(xxxii) and (ii) amend any Security Documents to the extent necessary or advisable in connection therewith; and

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(xxxiii)  Liens securing intercompany notes pledged to the Collateral Agent pursuant to the Pledge Agreement and issued by Restricted Subsidiaries of the U.S. Borrower that are not Loan Parties in connection with an Investment made pursuant to Section 6.04(xxii) or an asset transfer made pursuant to Section 6.05(xix);”

(m)Amendment to Section 6.03 – Fundamental Changes; Line of Business.

(i)Clause (a) of Section 6.03 of the Credit Agreement is hereby amended in its entirety with the following:

“(a)           No Borrower will, nor will any Borrower permit any of its Restricted Subsidiaries to, directly or indirectly, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with them, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Wholly Owned Subsidiary (other than any European Loan Party) may merge into, consolidate or liquidate into the U.S. Borrower in a transaction in which the U.S. Borrower is the surviving corporation, and, in the case of a liquidation, all assets of such Wholly Owned Subsidiary are distributed to the U.S. Borrower, (ii) any Subsidiary of the U.S. Borrower (other than any European Loan Party) may merge with or into, liquidate into or consolidate with any Restricted Subsidiary in a transaction in which the surviving or resulting entity is a Restricted Subsidiary (provided that if any party to such merger, liquidation or consolidation is a Subsidiary Guarantor, the surviving or resulting entity shall be a Subsidiary Guarantor that is a Wholly Owned Subsidiary of the U.S. Borrower), (iii) any Subsidiary Guarantor which is a European Loan Party may merge with or into or liquidate into or consolidate with any European Borrower in a transaction in which the surviving or resulting entity is a European Borrower, and, in the case of a liquidation, all assets of such Subsidiary Guarantor are distributed to such European Borrower, (iv) Permitted Acquisitions as permitted by Section 6.04(vii) may be consummated and (v) Flexsys may merge into Solutia Europe in connection with the Permitted Restructuring so long as Solutia Europe is the surviving entity (or consummate such other business combination with Solutia Europe, liquidation or transfer of assets to Solutia Europe as may be consented to by Administrative Agent) and all Liens granted to the European Collateral Agent by Solutia Europe and on the property of Flexsys acquired by Solutia Europe continue to be fully perfected to the satisfaction of the European Collateral Agent or the assets of Solutia Europe or Flexsys or both shall be excluded from the European Borrowing Base (as determined by the Administrative Agent); provided that in connection with each of the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Collateral Agent or the European Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to such Collateral Agent or European Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11, 5.12 and 5.15, in each case, on the terms set forth therein and to the extent applicable.”

(ii)Clause (c) of Section 6.03 of the Credit Agreement is hereby amended by adding the following prior to the period thereof:

“and; provided, further, that for the avoidance of doubt, businesses related to the manufacturing, sale or distribution of high performance chemical based products and materials is permitted under this clause (c)”.

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(n)Amendment to Section 6.04 – Investments.

(i)Clause (ii) of Section 6.04 of the Credit Agreement is hereby amended by adding the following at the end thereof:

“provided that to the extent any loan described on Schedule 6.04 that is owing by a Subsidiary not a Loan Party to a Loan Party (the “Scheduled Loans”) (or any additional Investments made by Loan Parties pursuant to this proviso) has been repaid, then additional Investments may be made by Loan Parties in any Restricted Subsidiaries that are not Loan Parties in an aggregate amount up to the amount actually received by Loan Parties as payment in respect of such Investments; provided further that in no event will the aggregate amount of Scheduled Loans and additional Investments made by Loan Parties in Subsidiaries that are not Loan Parties pursuant to the first proviso of this clause (ii) exceed the aggregate original principal amount of the Scheduled Loans on the Effective Date.”

(ii)Clause (iii)(C) of Section 6.04 of the Credit Agreement is hereby amended by replacing the words “$100.0 million” with the words “$125.0 million”.

(iii)Clause (viii) of Section 6.04 of the Credit Agreement is hereby amended to read in its entirety as follows:

“(A) Investments in Joint Ventures constituting or consisting of a contribution of or other transfer or distribution of the assets (other than cash, except that a de minimus cash amount directly related to such assets may be contributed, transferred or otherwise distributed) or capital stock of the Specified Businesses and (B) Investments in Joint Ventures not described in clause (A) in an aggregate amount made under this clause (B) not to exceed $50.0 million at any one time outstanding;”

(iv)Clause (xv) of Section 6.04 of the Credit Agreement is hereby amended by adding the words “any non-cash portion or” prior to the words “any deferred portion”.

(v)Section 6.04 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (xix) thereof, adding the word “and” at the end of clause (xx) and inserting the following new clauses (xxi) and (xxii):

“(xxi)                      intercompany receivables created by any distribution or other transfer by a Subsidiary to a U.S. Loan Party of an intercompany receivable issued by a Subsidiary that is not a U.S. Loan Party; provided that any Loan Party shall pledge any note evidencing any such receivable that it receives as a result of such distribution or other transfer; provided further, that no Loan Party shall transfer, or otherwise make any payment or other Investment of, cash or cash equivalents in exchange for the receipt of such intercompany receivables; and

(xxii)                      any transfer of assets pursuant to Section 6.05(xix) in the form of an Investment.”

(vi)The last paragraph of Section 6.04 of the Credit Agreement is hereby amended in its entirety as follows:

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“The aggregate amount of an Investment at any one time outstanding for purposes of this Section 6.04 shall be deemed to be equal to (A) the aggregate amount of cash, together with the aggregate fair market value of Property (net of any Transferred Liability) loaned, advanced, contributed, transferred or otherwise invested that gives rise to such Investment (without adjustment for subsequent increases or decreases in the value of such Investment) minus (B) the aggregate amount of dividends, distributions or other payments received in cash in respect of such Investment (including by way of a sale or other disposition of such Investment).  The amount of an Investment shall not in any event be reduced by reason of any write-off of such Investment.”

(o)Amendment to Section 6.05 – Asset Sales.

(i)Clause (v) of Section 6.05 of the Credit Agreement is hereby amended by adding the words “, transfer of assets” after the word “liquidations”.

(ii)Clause (viii) of Section 6.05 of the Credit Agreement is hereby amended by (x) adding the word “other” at the beginning thereof, (y) deleting the words “not otherwise permitted under this Section” and (z) amending clause (B) of the proviso to read in its entirety as follows:

“(B) the aggregate fair market value of all assets (net of any Transferred Liability) sold, transferred or otherwise disposed of in reliance upon this Section 6.05(viii) from the Second Amendment Effective Date through the date of such sale, transfer or other disposition do not exceed the Asset Sale Cap (for the avoidance of doubt, any subsequent decrease in the Asset Sale Cap shall not constitute a Default or an Event of Default with respect to sales, transfers and dispositions previously made as permitted by this Section 6.05(viii)),”.

(iii)Section 6.05 of the Credit Agreement hereby amended by deleting the word “and” at the end of clause (xvi), and inserting the following new clauses (xviii) and (xix):

“(xviii)                      any transfer or disposition of the assets or capital stock of the Specified Businesses (any which disposition may be made as part of a larger Asset Sale transaction, the remainder of which Asset Sale transaction is permitted under the provisions of one or more other baskets in this Section 6.05); and

(xix)           any transfer of assets by any Loan Party to a Restricted Subsidiary that is not a U.S. Loan Party and any intercompany Indebtedness owing to a Loan Party resulting therefrom; provided that (x) the aggregate amount of such assets shall not exceed (A) in the case of transfers of assets acquired after the Second Amendment Effective Date by any Loan Party in a Permitted Acquisition in compliance with Section 6.04(vii) and any intercompany Indebtedness owing to a Loan Party resulting therefrom, $200.0 million, and (B) in the case of all other transfer of assets under this Section 6.05 (xix), $50.0 million, (y) for each such transfer, the conditions set forth on Schedule 6.05(xix) have been satisfied, and (z) any such transfer shall be made in exchange for an intercompany note which shall be pledged pursuant to the Pledge Agreement or a Non-U.S. Pledge Agreement in accordance with Section 5.11.”

(iv)The proviso at the end of Section 6.05 of the Credit Agreement is hereby amended in its entirety with the following:

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“provided that all sales, transfers, leases and other dispositions permitted hereby shall be made (a) for fair value and (b) other than in the case of sales, transfers, leases and other dispositions permitted by Sections 6.05(ii), 6.05(v), 6.05(vii), 6.05(ix), 6.05(xv), 6.05(xvii) and 6.05(xix)) for consideration (which for purposes of this proviso, shall not be deemed to include any Transferred Liability (other than any liability owed or owing to the purchaser or transferee of the assets sold, transferred or otherwise disposed of or to any affiliates of such purchaser or transferee)) consisting of at least 75% cash and Cash Equivalents.”

(p)Amendment to Section 6.07 – Restricted Payments. Clause (ii) of Section 6.07 of the Credit Agreement is hereby amended by adding the words “, Equity Rights” prior to the words “or other Equity Interests”.

(q)Amendment to Section 6.08 – Transactions with Affiliates.

(i)The introductory paragraph of Section 6.08 of the Credit Agreement is hereby amended by deleting the words “are in the ordinary course of business of the U.S. Borrower and its Restricted Subsidiaries” and replacing them with the words “ are in accordance with the reasonable requirements of the business of the U.S. Borrower and its Restricted Subsidiaries (as determined by the U.S. Borrower in its reasonable business judgment)”; and

(ii)Section 6.08 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (iii) thereof, replacing the period at the end of clause (iv) with “; and” and inserting the following new clause (v):

“(v) Investments in Qualified Unrestricted Subsidiaries permitted by Section 6.04 and made in connection with a Permitted Loan Purchase.”

(r)Amendment to Section 6.09 – Restrictive Agreements.

(i)Clause (i) of Section 6.09 of the Credit Agreement is hereby amended in its entirety as follows:

“(i)           conditions or restrictions imposed by law, any Loan Document, any Term Loan Document, or any Permitted Other Debt Documents (or Permitted Refinancings of Permitted Other Debt Documents) so long as, in the case of any document evidencing Indebtedness permitted to be incurred pursuant to Section 6.01(xiv) or such Permitted Refinancing, the conditions or restrictions imposed pursuant to such Permitted Refinancing are no more restrictive, taken as a whole, than those conditions or restrictions contained in the Term Loan Documents;”

(ii)Section 6.09 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (vii), replacing the period at the end of clause (viii) with “; and” and inserting the following new clause (ix):

“(ix)           any agreement with respect to Indebtedness permitted under Section 6.01(xi), but only if such restrictions were not created in contemplation of such Permitted Acquisition and the restrictions only apply to the Person or assets being acquired.”

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(s)Amendments or Waivers of Certain Documents; Payments of Certain Indebtedness. Clause (c) of Section 6.10 of the Credit Agreement is hereby amended in its entirety as follows:

“(c)           No Borrower will, nor will any Borrower permit any of its Restricted Subsidiaries or its Qualified Unrestricted Subsidiaries to, make (or give any notice or offer in respect of) any voluntary or optional payment or redemption, or voluntary or optional acquisition for value of, any Indebtedness under the Term Loan Documents, any Indebtedness incurred pursuant to Section 6.01(xiv) or any Indebtedness incurred pursuant to Section 6.01(xxiv) that, in each case, is secured by Liens on Collateral ranking junior to the Liens securing the Obligations, other than pursuant to any refinancings thereof to the extent permitted by this Agreement and the Intercreditor Agreement (or any relevant intercreditor agreement) (including any repayment of the Term Loans with the proceeds of the Senior Notes) unless (i) immediately after giving effect to such payment, redemption or acquisition for value, the Borrowers and their Restricted Subsidiaries have Excess Availability, on a Pro Forma Basis after giving effect to such payment, redemption or acquisition for value, of at least $75.0 million and (ii) no Default has occurred and is continuing or would result from such payment, redemption or acquisition for value.”

(t)Amendment to Section 9.15 – Jurisdiction:  Consent to Service of Process.  Clause (a) of Section 9.15 of the Credit Agreement is hereby amended by replacing the word “nonexclusive” with “exclusive” and replace the words “may be heard and determined” with the words “shall be heard and determined exclusively”.

(u)Amendment to Article IX – Miscellaneous.  Article IX of the Credit Agreement is hereby amended by adding the following new Section 9.26 at the end thereof:

“SECTION 9.26                                Permitted Intercompany Transaction.  Notwithstanding any covenant, restriction or other provision contained in Section 6.01, 6.03, 6.04, 6.05, 6.07 and 6.08 and any provision of the Intercompany Note, (A) the transfer by Monchem International, Inc., directly or indirectly, of any of its Subsidiaries organized in Japan or Brazil (collectively, the “Transferred Assets”) to Solutia Europe SPRL/BVBA (“Solutia Europe”) in any transaction or a series of transactions, and the subsequent transfer by Solutia Europe of such Transferred Assets to Flexsys Holdings B.V. and (B) the transfer by Solutia Netherlands Holdings BV of Equity Interests in Solutia Performance Products Solutions Ltd. (Mauritius) to Solutia Europe in exchange for a promissory note, and the subsequent contribution by Solutia Europe of such shares in Solutia Performance Products Solutions Ltd. (Mauritius) to Solutia Greater China, shall be permitted under this Agreement and the Intercompany Note; provided that no Event of Default or Default then exists or would immediately arise therefrom; provided, further, that (i) the aggregate principal amount of such promissory note shall be an amount equal to the fair market value of the Equity Interests transferred in exchange for such promissory note and, in any event, shall not exceed $10,000,000, (ii) the interest rate of such promissory note shall not exceed 9.0% per annum, (iii) no principal payments or cash interest payments shall be required under the terms of such promissory note until no Lender shall have any Revolving Credit Commitment hereunder, no Letters of Credit remain outstanding and the principal of and interest on each Loan and all fees and other amounts due and payable hereunder or under any other Loan Document have been paid in full (other than unasserted contingent indemnification obligations not due and payable), (iv) such promissory  note shall be unsecured and (v) such promissory note shall contain subordination provisions satisfactory to the Administrative Agent.

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(v)Amendment to Exhibits.  The exhibits to the Credit Agreement are hereby amended by adding a new Exhibit T (Summary of Terms and Conditions of Junior Lien Intercreditor Agreement) attached hereto as Exhibit 1.

(w)Amendment to Schedules.

(i)The schedules to the Credit Agreement are hereby amended by adding a new Schedule 1.01(n) (Specified Businesses) attached hereto as Exhibit 2.

(ii)The schedules to the Credit Agreement are hereby amended by adding a new Schedule 6.05(xviii) (Non-Guarantor Restricted Subsidiary Investment Conditions) attached hereto as Exhibit 3.

2.Effectiveness of this Amendment.  This Amendment shall become effective on and as of the date (the “Second Amendment Effective Date”) on which all of the following conditions precedent have been satisfied:

(a)Amendment.  The Administrative Agent shall have received:

(i)this Amendment duly executed and delivered by each Borrower;

(ii)an officer’s certificate signed on behalf of the U.S. Borrower by a Financial Officer of the U.S. Borrower, certifying as of the date on which the Senior Notes price (the “Pricing Date”) that:  (A) the representations and warranties set forth in Article III of the Credit Agreement and in the other Loan Documents are true and correct (or true and correct in all material respects if not otherwise qualified by materiality or by a Material Adverse Effect) with the same effect as if made on the Second Amendment Effective Date (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct (or true and correct in all material respects if not otherwise qualified by materiality or by a Material Adverse Effect) as of such earlier date) and (B) the representations and warranties of set forth in Section 3 herein are true and correct (or true and correct in all material respects if not otherwise qualified by materiality or by a Material Adverse Effect) on the Pricing Date;

(iii)executed Lender Consent Letters from the Requisite Lenders;

(iv)the attached Acknowledgement executed by each Borrower and each Subsidiary Guarantor; and

(v)from Kirkland & Ellis LLP, special counsel to the Loan Parties, a customary written opinion addressed to each Agent and the Lenders, dated the Second Amendment Effective Date, customary in form, scope and substance.

(b)Costs and Expenses.  The Administrative Agent shall have received:

(i)for the account of each Lender that executes and delivers a Lender Consent Letter to the Administrative Agent on or before 5:00 p.m., New York City time, on October 1,

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2009, an amendment fee equal to 0.25% of the amount of such Lender’s Revolving Credit Commitment; and

(ii)all fees required to be paid, and all expenses required to be paid under Section 6 of this Amendment for which invoices have been presented (including the reasonable fees and expenses of legal counsel), in connection with this Amendment (or Borrowers shall have made arrangements for the payment thereof satisfactory to the Administrative Agent).

(c)Prepayment of Term Loan.  The Borrowers shall have prepaid, from the net cash proceeds of the Senior Notes, the Term Loans in an aggregate principal amount equal to the greater of (i) $200.0 million and (ii) the amount which is $100.0 million less than the aggregate original principal amount of the Senior Notes, in each case plus accrued interest thereon.

(d)No Default. No Default or Event of Default shall have occurred and be continuing or will result from the execution, delivery or effectiveness of this Amendment.

3.Representations and Warranties.  Borrowers represent and warrant as follows:

(a)Authority.  Each Borrower and each Subsidiary Guarantor has the requisite corporate or other organizational power and authority to execute and deliver this Amendment and the attached Acknowledgement, and to perform its obligations hereunder and under the Loan Documents (as amended or modified hereby) to which it is a party.  The execution, delivery and performance by such Person of this Amendment and Acknowledgement have been duly approved by all necessary corporate or other organizational action and no other corporate or other organizational proceedings are necessary to consummate such transactions.

(b)Enforceability.  This Amendment has been duly executed and delivered by each Borrower.  This Amendment and the Credit Agreement (as amended or modified hereby) are the legal, valid and binding obligation of each Borrower, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

(c)No Conflict.  The execution, delivery and performance of this Amendment by Borrowers does not (i) contravene any applicable provision of any material applicable law of any Governmental Authority, (ii) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Person pursuant to, (A) the terms of any material indenture, loan agreement, lease agreement, mortgage or deed of trust, or (B) any other material contractual obligation, in the case of either clause (i) and (ii) to which such Person is a party or by which it or any of its property or assets is bound, (iii) violate any provision of the Organizational Documents of such Person, except with respect to any conflict, breach or contravention or default referred to in clauses (ii)(A) or (ii)(B), to the extent that such conflict, breach, contravention or default could not reasonably be expected to have a Material Adverse Effect or (iv) conflict with or violate any provision of the Credit Agreement, the Loan Documents, the Term Loan Credit Agreement or the Term Loan Documents.

(d)No Default.  No event has occurred and is continuing or will result from the execution and delivery of this Amendment that would constitute a Default or an Event of Default.

4.Applicable Law.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

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5.WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT OR ANY DOCUMENT EXECUTED IN CONNECTION WITH THIS AMENDMENT.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND ANY DOCUMENT EXECUTED IN CONNECTION WITH THIS AMENDMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.

6.Expenses; Indemnity.  Without limiting Borrowers’ obligations under Section 9.05(a) of the Credit Agreement, each Borrower hereby agrees to reimburse the Administrative Agent for reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel, incurred in connection with this Amendment.  The provisions of Section 9.05(b) of the Credit Agreement are hereby incorporated by reference herein as if fully set forth and in full force and effect as if written in full herein except that the term “Indemnitees” shall be deemed to expressly include this Amendment and the documents executed in connection with this Amendment.

7.Counterparts.

(a)This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract.  Delivery of an executed signature page to this Amendment by facsimile transmission or other electronic image scan transmission (e.g., “PDF” or “tif” via e-mail) shall be as effective as delivery of a manually signed counterpart of this Amendment.

(b)The execution and delivery of a Lender Consent Letter with respect to this Amendment by any Lender shall be binding upon each of its successors and assigns and binding in respect of its Revolving Credit Commitment and all of its Loans, including any Revolving Credit Commitments and Loans acquired subsequent to its execution and delivery hereof and prior to the effectiveness hereof.

8.Reference to and Effect on the Loan Documents.

(a)Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.

(b)Except as specifically amended above, the Credit Agreement and all other Loan Documents, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable obligations of Borrowers to the Agents and the other Secured Parties, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

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(c)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Agent or any other Secured Party under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

(d)To the extent that any terms and conditions in any of the Loan Documents shall contradict or be in conflict with any terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.

9.Integration.  This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

10.Severability.  In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.

[signature pages follow]

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SOLUTIA INC.

a Delaware corporation

By:  /s/ James A. Tichenor

James A. Tichenor

Assistant Treasurer

SOLUTIA EUROPE SPRL/BVBA,

as a European Borrower

By: /s/Kristel Deroover

Name:  Kristel Deroover

Title:  Manager/Director

By:  /s/Jan Derycke

Name:  Jane Derycke

Title:  Manager

FLEXSYS NV,

as a European Borrower

By: /s/Kristel Deroover

Name:  Kristel Deroover

Title:Administrator

By:  /s/Jan Derycke

Name:  Jane Derycke

Title:  Director

CITIBANK, N.A.,

as Administrative Agent and Issuer

By:  /s/ David Jaffe

Name:  David Jaffe

Title:  Director/Vice President

EX-10.3

EXHIBIT 10.3

FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT (this “Amendment”), dated as of October 15, 2009, to the Credit Agreement, dated as of February 28, 2008 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SOLUTIA INC., a Delaware corporation (“Borrower”), the lending institutions party thereto (the “Lenders”), CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other parties party thereto as agents.  Capitalized terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement.

RECITALS

A.           Borrower, the Administrative Agent, the Lenders and other parties thereto are party to the Credit Agreement.

B.           Borrower has requested that certain amendments be made to the Credit Agreement as set forth herein.

C.           The Lenders signatory to an acknowledgement and consent in the form attached hereto as Annex A (a “Lender Consent Letter”) and the Administrative Agent have consented to this Amendment on the terms and subject to the conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Amendments to Credit Agreement.  As of the First Amendment Effective Date (as defined below) and subject to the satisfaction of the conditions set forth in Section 2 hereof, the Credit Agreement shall be amended as set forth below:

(a)Amendments to Section 1.01 – Defined Terms.  Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions to Section 1.01, which shall be inserted in the proper alphabetical order.

“Acceptable Discount” has the meaning assigned to such term in Section 9.04(b)(ii)(B).

“Acceptance Date” has the meaning assigned to such term in Section 9.04(b)(ii)(A).

“Alternate First Lien Collateral” has the meaning assigned to such term in Section 6.02(xxxi).

“Applicable Discount” has the meaning assigned to such term in Section 9.04(b)(ii)(B).

“Discount Range” has the meaning assigned to such term in Section 9.04(b)(ii)(A).

“FAS 5” means the Statement of Financial Accounting Standards No. 5 of The Financial Accounting Standards Board.

“First Amendment” means that certain First Amendment to Credit Agreement dated as of October 15, 2009.

“First Amendment Effective Date” means October 15, 2009.

“First Lien Obligations” means the Obligations and the Permitted Other Debt Obligations (other than any Permitted Other Debt Obligations that are unsecured or secured by a Lien ranking junior to the Lien securing the Obligations), collectively.

“Lender Participation Notice” has the meaning assigned to such term in Section 9.04(b)(ii)(B).

“Offered Loans” has the meaning assigned to such term in Section 9.04(b)(ii)(B).

“Permitted Loan Purchase” has the meaning assigned to such term in Section 9.04(b)(ii)(A).

“Permitted Loan Purchase Amount” has the meaning assigned to such term in Section 9.04(b)(ii)(A).

“Permitted Loan Purchase Notice” has the meaning assigned to such term in Section 9.04(b)(ii)(C).

“Permitted Other Debt” shall mean senior secured or unsecured notes or loans (which in either case, if secured, may either have the same lien priority as the Obligations or may be secured by a Lien ranking junior to the Lien securing the Obligations), in either case issued by the Borrower or a Subsidiary Guarantor, (a) the terms of which do not provide for any scheduled repayment, mandatory redemption, mandatory prepayment or sinking fund obligations prior to, at the time of incurrence, the Maturity Date (other than customary offers to repurchase or mandatory prepayment provisions, as applicable, upon a change of control, asset sale, debt issuance, sale of the company, excess cash flow or casualty or condemnation event and customary acceleration rights after an event of default and scheduled amortization payments not in excess of 1% of the original principal amount of any such notes or loans constituting Permitted Other Debt during any Fiscal Year; provided that (i) in the case of any mandatory prepayment or offer to repurchase any such Indebtedness relating to excess cash flow, the Borrower shall first prepay the Loans in the amount required under Section 2.04(b)(iv) prior to making any such prepayment of or offer to repurchase any such other Indebtedness, and (ii) in the case of any mandatory prepayment of or offer to repurchase any such Indebtedness, the obligations of the Borrower (if any) to repay or prepay the Loans in accordance with the terms hereof (including, without limitation, as required pursuant to Section 2.04) arising from such change of control, asset sale, debt issuance, sale of the company, excess cash flow or casualty or condemnation event shall be satisfied to the fullest extent required hereunder), (b) the covenants, events of default and other terms of which (other than interest, fees, discount and other pricing and economic provisions and redemption or prepayment provisions and call protection and prepayment premiums), taken as a whole, are not more restrictive to the Borrower and its Restricted Subsidiaries than those herein, (c) of which no Subsidiary of the Borrower (other than a Subsidiary Guarantor) is an obligor, (d) if secured, are not secured by any assets other than the Collateral or the Alternate First Lien Collateral and (e) the Borrower shall deliver a certificate of an Authorized Officer of the Borrower to the Administrative Agent at least five Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements.

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“Permitted Other Debt Documents” shall mean any document or instrument (including any guarantee, security agreement or mortgage) issued or executed and delivered with respect to any Permitted Other Debt by any Loan Party.

“Permitted Other Debt Obligations” shall mean, if any Permitted Other Debt is issued, all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Permitted Other Debt Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, including all fees and interest (including interest accruing after the maturity of such Permitted Other Debt and interest accruing (or that would accrue but for the commencement of any bankruptcy, insolvency, reorganization or like proceeding) after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). Without limiting the generality of the foregoing, the Permitted Other Debt Obligations of the applicable Loan Parties under the Permitted Other Debt Documents include the obligation (including guarantee obligations) to pay principal, interest, fees, premiums, charges, expenses, attorneys’ fees and disbursements and other sums chargeable to any such Loan Party under any Permitted Other Debt Document.

“Permitted Other Debt Secured Parties” shall mean the holders from time to time of secured Permitted Other Debt Obligations, and any representative on their behalf.

“Permitted Purchase Option Notice” has the meaning assigned to such term in Section 9.04(b)(ii)(A).

“Qualified Unrestricted Subsidiary” means any Unrestricted Subsidiary designated as a “Qualified Unrestricted Subsidiary” pursuant to a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent and otherwise in compliance with Section 5.18; provided that there shall be no more than one Qualified Unrestricted Subsidiary.

“Qualifying Loans” has the meaning assigned to such term in Section 9.04(b)(ii)(C).

“Senior Notes” means the senior notes to be issued by the Borrower on or around the First Amendment Effective Date, which such notes shall comply with the definition of Permitted Other Debt (other than clause (b) of that definition, unless such notes are secured) but shall be either unsecured or secured by Liens ranking junior to the Liens securing the Obligations.

“Senior Notes Documents” means (i) an indenture, dated on or around the First Amendment Effective Date, among the Borrower, certain subsidiaries of the Borrower and the trustee named therein, and (ii) each other document and instrument executed in respect thereto, which provisions of such indenture, documents and instruments shall comply with the definition of Permitted Other Debt (other than clause (b) of that definition, unless the notes issued thereunder are secured) but shall be either unsecured or secured by Liens ranking junior to the Liens securing the Obligations.

“Senior Notes Secured Parties” shall mean (i) the holders from time to time of secured Senior Notes, (ii) the holders from time to time of any secured Indebtedness permitted pursuant to Section 6.01(xxv)(y) and (iii) any representative on behalf of any such holders.

“Specified Businesses” means the businesses described on Schedule 1.01(e).

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“Transferred Liability” means, in connection with any sale, transfer or other disposition of assets by the Borrower or its Restricted Subsidiaries, any liability (i) that would be recorded on a balance sheet of the Borrower or its Restricted Subsidiaries in accordance with GAAP or identified under FAS 5, (ii) that is related to the assets sold, transferred or otherwise disposed of by the Borrower or its Restricted Subsidiaries, (iii) that is (x) expressly assumed by the purchaser or transferee of such assets or (y) expunged by the holder of such liability, and (iv) with respect to which the Borrower and its Restricted Subsidiaries are fully and unconditionally released upon consummation of such sale, transfer or other disposition.

(b)The definition of “Asset Sale Prepayment Event” in Section 1.01 of the Credit Agreement is hereby amended by (x) replacing the parenthetical in clause (a) with the parenthetical “(other than Sections 6.05 (viii), 6.05 (xii) and 6.05 (xvii) thereof)” and (y) amending clause (b) in its entirety to read as: “Asset Sales permitted by Section 9.22; and”.

(c)The definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement is hereby amended by:

(i)amending clause (j) to read in its entirety as follows:

“for purposes of calculations pursuant to Section 6.12 and 6.13 only, one-time cash charges associated with plant closures and other restructuring charges, in all cases, (i) not exceeding $15.0 million for any Test Period ending on or prior to the First Amendment Effective Date and (ii) not exceeding $75.0 million in the aggregate from the First Amendment Effective Date to the Maturity Date (excluding any such charges pursuant to the Transactions); provided that such cash and other restructuring charges pursuant to this clause (j) shall in no event exceed $75.0 million for any Test Period, and”

(ii)inserting the phrase “, but including any gains or income associated with cancellation or extinguishment of Loans (including any gains, income or loss from Permitted Loan Purchases)” immediately following the phrase “(y) the amount attributable to minority interests” set forth in the parenthetical located in clause (i) following the reference to “minus” contained therein; and

(iii)inserting the following at the end of such definition:

“For the avoidance of doubt, Consolidated EBITDA shall not be increased or decreased as a result of any gains or income or losses associated with cancellation or extinguishment of Loans (including any gains, income or loss from Permitted Loan Purchases).”

(d)The definition of “Consolidated Interest Expense” in Section 1.01 of the Credit Agreement is hereby amended by adding the words “issuance of Equity Interests or Equity Rights” after the words “Permitted Acquisitions” in the last paragraph thereof.

(e)The definition of “Excess Cash Flow” in Section 1.01 of the Credit Agreement is hereby amended by:

(i)amending clause (a)(iii) by adding the following at the end thereof:

“provided that any impact of any change in the valuation of currency and any one-time change in working capital arising directly from Permitted Acquisitions or from Asset Sales permitted pursuant to Section 6.05(viii), (xii) or (xvii) completed by the

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Borrower and its Restricted Subsidiaries during such Excess Cash Flow Period shall, in each case, be excluded from the calculation of working capital;”;

(ii)           amending clauses (a)(v) by deleting the word “and” at the end of such clause and inserting the following new clause (a)(vii):

“(vii)                      to the extent that cash payments in respect of contributions to Pension Plans, any Foreign Plan, other post-employment benefits and any payments made with respect to Environmental Liability during any Excess Cash Flow Period are less than the amount of expenses for such items subtracted in determining Consolidated EBITDA for such Excess Cash Flow Period, the excess of such expenses over the amount of such cash payments;”

(ii)amending clause (b)(v) by adding the following at the end thereof:

“provided that any impact of any change in the valuation of currency and any one-time change in working capital arising directly from Permitted Acquisitions or from Asset Sales permitted pursuant to Section 6.05(viii), (xii) or (xvii) completed by the Borrower and its Restricted Subsidiaries during such Excess Cash Flow Period shall, in each case, be excluded from the calculation of working capital;”;

(iii)amending clause (b)(vii) by replacing the parenthetical “(other than the Loans)” with the parenthetical “(other than the Loans and any Indebtedness pursuant to Sections 6.01(xiv), 6.01(xxiv) or 6.01(xxv));

(iv)deleting the word “and” at the end of clause (b)(ix), replacing the period at the end of clause (b)(x) with a “; and” and inserting the following new clause (b)(xi):

“(xi)           to the extent not deducted as an expense in determining Consolidated EBITDA and to the extent made from internally generated funds of the Borrower and its Restricted Subsidiaries (including any cash and Cash Equivalents actually received by the Borrower or any of its Restricted Subsidiaries as a return on Investments), any contribution to any Pension Plan, any Foreign Plan, or other post-employment benefits and any payments made with respect to any Environmental Liability during such Excess Cash Flow Period.”

(v)inserting the following at the end of such definition:

“For the avoidance of doubt, Excess Cash Flow shall not be reduced by any Permitted Loan Purchase or the amount of any cash consideration paid in connection therewith.”

(f)The definition of “Loans” in Section 1.01 of the Credit Agreement is hereby amended in its entirety with the following:

““Loans” means the loans made pursuant to Section 2.01(a).”

(g)The definition of “Net Proceeds” in Section 1.01 of the Credit Agreement is hereby amended by adding the following parenthetical after the words “Indebtedness for borrowed money” in clause (b)(iii):

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“(other than any Indebtedness pursuant to Sections 6.01(xiv), 6.01(xxiv) or 6.01(xxv))”.

(h)The definition of “Permitted Acquisition” in Section 1.01 of the Credit Agreement is hereby amended by:

(i)amending clause (d)(iv) by deleting the words “, and to be tested based on a ratio 50 basis points tighter than the applicable ratio for such Test Period set forth in Section 6.13” therefrom.

(ii)           amending clause (e) by adding the following words at the beginning thereof:

“in the case of any acquisition or series of related acquisitions where the Acquisition Consideration is greater than $10.0 million in the aggregate,”

(i)The definition of “Permitted Guarantor Factoring Transactions” in Section 1.01 of the Credit Agreement is hereby amended by replacing the words “$15.0 million” with the words “$30.0 million”.

(j)The definition of “Pro Forma Basis” in Section 1.01 of the Credit Agreement is hereby amended by:

(i) adding the following words immediately after the words “Asset Sale” the first time they appear in clause (ii):  “or designation of a Subsidiary as an Unrestricted Subsidiary (or of an Unrestricted Subsidiary as a Restricted Subsidiary) pursuant to Section 5.18”;

(ii) adding the following parenthetical immediately after the word “Investment” where the term Investment appears in clause (ii)(a)(i):  “(including an Investment resulting from an Unrestricted Subsidiary being designated as a Restricted Subsidiary pursuant to Section 5.18)”; and

(iii) adding the following words immediately after the words “Restricted Subsidiaries” in clause (ii)(a)(ii): “, or in the case of the designation of a Subsidiary as an Unrestricted Subsidiary pursuant to Section 5.18.”

(k)The definition of “Senior Debt Repayments” in Section 1.01 of the Credit Agreement is hereby amended by inserting the phrase “; provided, however, Senior Debt Payments shall not include any Permitted Loan Purchases” immediately prior to the period at the end thereof.

(l)Amendment to Section 2.04 – Optional and Mandatory Prepayments of Loans; Repayments of Loans.  Clause (b)(i) of Section 2.04 of the Credit Agreement is hereby amended in its entirety with the following:

“(b)           (i)           If the Borrower or any of its Restricted Subsidiaries shall incur any Indebtedness (other than as permitted by Section 6.01(i) through (xxiii) and 6.01(xxvi), and any Permitted Refinancing permitted hereunder of Indebtedness permitted by Section 6.01(xxiv) or (xxv)) (each, a “Debt Incurrence”), 100% of the Net Proceeds thereof shall be applied within three Business Days after receipt thereof toward the prepayment of the Loans in accordance with Section 2.04(d) below; provided that in the case of Indebtedness constituting the Senior Notes, the Borrower shall not be required to apply more than an aggregate amount equal to the greater of (i) $200.0 million and (ii)

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the amount which is $100.0 million less than the aggregate original principal amount of the Senior Notes, in each case to the prepayment of the principal amount of the Loans in accordance with Section 2.04(d) below; provided further, that in the case of Indebtedness constituting the Senior Notes or Permitted Other Debt incurred pursuant to Section 6.01(xxiv) or Section 6.01(xxv), as applicable, such prepayment shall be accompanied by a fee or prepayment premium, as applicable, equal to (x) 2.00% of the principal amount prepaid or repaid if such prepayment occurs on or after the first anniversary of the Effective Date but prior to the second anniversary of the Effective Date or (y) 1.00% of the principal amount prepaid or repaid if such prepayment occurs on or after the second anniversary of the Effective Date but prior to the third anniversary of the Effective Date.”

(m)Amendment to Section 5.01 – Financial Information, Reports, Notices, etc.  Clause (a) of Section 5.01 of the Credit Agreement is hereby amended by inserting the following language between “(a “Compliance Certificate”)” and “containing” and replacing the same with the following:

“(i) setting forth the aggregate principal amount of all Permitted Loan Purchases made during the applicable fiscal period and (ii);”

(n)Amendment to Section 6.01 – Indebtedness.

(i)Clause (xii) of Section 6.01 of the Credit Agreement is hereby amended in its entirety as follows:

“(xii)                      Indebtedness of any Non-U.S. Restricted Subsidiary that is a Non-Guarantor Restricted Subsidiary, and Guarantees by any Non-U.S. Restricted Subsidiary that is a Non-Guarantor Restricted Subsidiary in respect of such Indebtedness; provided that (A) no Default shall have occurred and be continuing or would immediately result there-from and (B) the aggregate principal amount of all such Indebtedness shall not exceed an aggregate of $75.0 million at any one time outstanding;”

(ii)Clause (xiv) of Section 6.01 of the Credit Agreement is hereby amended in its entirety with the following

“(xiv)                      Indebtedness of the Borrower and the Subsidiary Guarantors (other than the Senior Notes) in an aggregate principal amount not to exceed $300.0 million at any one time outstanding that is either (x) unsecured or (y) secured by a Lien ranking junior to the Lien securing the Obligations; provided that, in each case, (A) such Indebtedness will not mature prior to the date that is one year following the Maturity Date, (B) the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption, mandatory prepayment or sinking fund obligations prior to the date that is one year following the Maturity Date (other than customary offers to repurchase or mandatory prepayment provisions, as applicable, upon a change of control, asset sale, debt issuance, sale of the company, excess cash flow or casualty or condemnation event and customary acceleration rights after an event of default and scheduled amortization payments not in excess of 1% of the original principal amount of any such Indebtedness during any Fiscal Year; provided that (i) in the case of any mandatory prepayment or offer to repurchase any such Indebtedness relating to excess cash flow, the Borrower shall first prepay the Loans in the amount required under Section 2.04(b)(iv) prior to making any such prepayment of or offer to repurchase any such other Indebtedness, and (ii) in the case of any mandatory prepayment of or offer to repurchase any such

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 Indebtedness, the obligations of the Borrower (if any) to repay or prepay the Loans in accordance with the terms hereof (including, without limitation, as required pursuant to Section 2.04) arising from such change of control, asset sale, debt issuance, sale of the company, excess cash flow or casualty or condemnation event shall be satisfied to the fullest extent required hereunder), (C) after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, the Net Interest Expense Coverage Ratio shall be not less than 2.0:1.0 as of the most recent Test Period (assuming that such incurrence of Indebtedness, and each other incurrence of Indebtedness under this Section 6.01 consummated since the first day of such Test Period, and the application of the proceeds thereof, had occurred on the first day of such Test Period) and the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower to such effect setting forth in reasonable detail the computations necessary to determine such compliance (together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto), (D) no Default shall have occurred and be continuing or would immediately result therefrom, (E) immediately after giving effect thereto, the Borrower and its Restricted Subsidiaries are in compliance, on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding Test Period), and the application of the proceeds thereof, with the covenants set forth in Section 6.12 and 6.13 recomputed as at the date of the last ended Test Period, as if all such Indebtedness was incurred on the first day of the immediately preceding Test Period, and (F) except in the case of Guarantees by Excluded Non-U.S. Restricted Subsidiaries of such Indebtedness of Non-U.S. Restricted Subsidiaries, no Restricted Subsidiary shall Guarantee any such Indebtedness unless such Restricted Subsidiary is also a Subsidiary Guarantor under this Agreement and the other Loan Documents; provided further that in the case of Indebtedness that is secured pursuant to clause (y) above, (A) the covenants, events of default and other terms of such Indebtedness (other than interest, fees, discount and other pricing and economic provisions and redemption or prepayment provisions and call protection and prepayment premiums), taken as a whole, shall not be more restrictive to the Borrower and its Restricted Subsidiaries than those herein, (B) no Subsidiary of the Borrower (other than a Subsidiary Guarantor) shall be an obligor in respect of such Indebtedness, (C) such Indebtedness shall not be secured by any assets other than the Collateral or the Alternate First Lien Collateral, and (D) not less than five Business Days prior to the incurrence of such Indebtedness, the Borrower shall have delivered a certificate of an Authorized Officer of the Borrower to the Administrative Agent, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements;”

(iii)Section 6.01 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (xxii) thereof, replacing the period at the end of clause (xxiii) with a semicolon and inserting the following new clauses (xxiv), (xxv) and (xxvi):

“(xxiv)                      Indebtedness of the Borrower and the Subsidiary Guarantors in respect of (x) Permitted Other Debt issued or incurred for cash to the extent that the Net Proceeds therefrom are applied to the prepayment of the Loans in accordance with Section 2.04(b)(i) and the payment of accrued interest thereon and any prepayment premium set forth in Section 2.04(b)(i); provided that, (A) no Default shall have occurred and be continuing or would immediately result therefrom, and (B) immediately after giving effect thereto, the Borrower and its Restricted Subsidiaries are in compliance, on a Pro

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Forma Basis after giving effect to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding Test Period), and the application of the proceeds thereof, with the covenants set forth in Section 6.12 and 6.13 recomputed as at the date of the last ended Test Period, as if all such Indebtedness was incurred on the first day of the immediately preceding Test Period and (y) any Permitted Refinancing of any Indebtedness specified in subclause (x) above; provided that such Indebtedness pursuant to this Section 6.01(xxiv) otherwise complies with the definition of Permitted Other Debt;

(xxv)                      Indebtedness of the Borrower and the Subsidiary Guarantors in respect of (x) the Senior Notes to the extent that the Net Proceeds therefrom are applied to the prepayment of the Loans in accordance with, and to the extent required by, Section 2.04(b)(i), and the payment of accrued interest thereon and the prepayment premium set forth in Section 2.04(b)(i); provided that, (A) no Default shall have occurred and be continuing or would immediately result therefrom, and (B) immediately after giving effect thereto, the Borrower and its Restricted Subsidiaries are in compliance, on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding Test Period), and the application of the proceeds thereof, with the covenants set forth in Section 6.12 and 6.13 recomputed as at the date of the last ended Test Period, as if all such Indebtedness was incurred on the first day of the immediately preceding Test Period and (y) any Permitted Refinancing of such Senior Notes specified in subclause (x) above; provided that such Indebtedness pursuant to this Section 6.01(xxv) otherwise complies with the definition of Permitted Other Debt (other than clause (b) of that definition, unless such Senior Notes are secured), but shall be either unsecured or secured by Liens ranking junior to the Lien securing the Obligations; and

(xxvi)                      intercompany notes evidencing obligations relating to Investments made pursuant to Section 6.04(xxiii) or asset transfers made pursuant to Section 6.05(xviii); provided that (A) such intercompany notes are pledged pursuant to the Pledge Agreement in accordance with Section 5.11 and (B) the obligations of any obligor evidenced by such intercompany notes shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent.”

(o)Amendment to Section 6.02 – Liens.

(i)Clause (xvi) of Section 6.02 of the Credit Agreement is hereby amended by deleting the words “in the ordinary course of business of the Borrower and its Restricted Subsidiaries”.

(ii)Section 6.02 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (xxix) thereof, replacing the period at the end of clause (xxx) with “; and” and inserting the following new clauses (xxxi), (xxxii), (xxxiii) and (xxxiv):

“(xxxi)                      Liens securing Indebtedness permitted to be incurred under Section 6.01(xxiv); provided that (A) in the case of Liens securing Permitted Other Debt Obligations that constitute First Lien Obligations and (1) whose collateral package is identical to the Collateral (subject to exceptions set forth in the Security Documents), (a) the applicable Permitted Other Debt Secured Parties (or a representative thereof on behalf of such holders) shall have delivered to the Collateral Agent and the Administrative Agent an accession agreement to the Intercreditor Agreement, in form and substance acceptable to the Collateral Agent and the Administrative Agent, and security documents

9 

with terms and conditions not materially less favorable to the Lenders than the terms and conditions of the Security Documents and (b) the Borrower shall have complied with the other requirements with respect to such Permitted Other Debt Obligations, if applicable, or (2) whose collateral package consists of less collateral than the Collateral (subject to exceptions set forth in the Security Documents) (such collateral package, “Alternate First Lien Collateral”), the applicable Permitted Other Debt Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially less favorable to the Lenders than the terms and conditions of the Security Documents and an intercreditor agreement reasonably acceptable to the Collateral Agent and the Administrative Agent, and an accession agreement to the Intercreditor Agreement, in form and substance acceptable to the Collateral Agent and the Administrative Agent, and (B) in the case of Liens securing Permitted Other Debt Obligations that do not constitute First Lien Obligations, the applicable Permitted Other Debt Secured Parties (or a representative thereof on behalf of such holders) shall have entered into an intercreditor agreement providing that the Liens securing such Permitted Other Debt Obligations shall rank junior to the Liens securing the Obligations and any other First Lien Obligations, and which shall also provide, among other provisions to be determined by the Borrower, the Administrative Agent, the Collateral Agent and such Permitted Other Debt Secured Parties (or a representative thereof on behalf of such holders), terms substantially similar to those set forth on Exhibit O to this Agreement (with any changes thereto being reasonably acceptable to the Administrative Agent and the Collateral Agent). Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement (or an amendment to the Intercreditor Agreement) contemplated by this Section 6.02(xxxi) and any amendments to any Security Document required in connection therewith;

(xxxii)                      Liens securing Indebtedness permitted to be incurred under Section 6.01(xiv); provided that the applicable secured parties with respect to such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into an intercreditor agreement providing that the Liens securing such Indebtedness shall rank junior to the Liens securing the Obligations and any other First Lien Obligations, and which shall also provide, among other provisions to be determined by the Borrower, the Administrative Agent, the Collateral Agent and such secured parties (or a representative thereof on behalf of such holders), terms substantially similar to those set forth on Exhibit O to this Agreement (with any changes thereto being reasonably acceptable to the Administrative Agent and the Collateral Agent). Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement (or an amendment to the Intercreditor Agreement) contemplated by this Section 6.02(xxxii) and any amendments to any Security Document required in connection therewith;

(xxxiii) Liens securing Indebtedness permitted to be incurred under Section 6.01(xxv); provided that the Senior Notes Secured Parties (or a representative thereof on behalf of such holders) shall have entered into an intercreditor agreement providing that the Liens securing such Indebtedness shall rank junior to the Liens securing the Obligations and any other First Lien Obligations, and which shall also provide, among other provisions to be determined by the Borrower, the Administrative Agent, the Collateral Agent and the Senior Notes Secured Parties (or a representative thereof on

10 

behalf of such holders), terms substantially similar to those set forth on Exhibit O to this Agreement (with any changes thereto being reasonably acceptable to the Administrative Agent and the Collateral Agent). Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement (or an amendment to the Intercreditor Agreement) contemplated by this Section 6.02(xxxiii) and any amendments to any Security Document required in connection therewith; and

(xxxiv)                      Liens securing intercompany notes pledged to the Collateral Agent pursuant to the Pledge Agreement and issued by Restricted Subsidiaries of the Borrower that are not Loan Parties in connection with an Investment made pursuant to Section 6.04(xxiii) or an asset transfer made pursuant to Section 6.05(xviii).”

(p)Amendment to Section 6.03 – Fundamental Changes; Line of Business.

(i)Clause (a) of Section 6.03 of the Credit Agreement is hereby amended in its entirety with the following:

“(a)           The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with them, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Wholly Owned Subsidiary may merge into, consolidate or liquidate into the Borrower in a transaction in which the Borrower is the surviving corporation, and, in the case of a liquidation, all assets of such Wholly Owned Subsidiary are distributed to the Borrower, (ii) any Subsidiary of the Borrower may merge with or into, liquidate into or consolidate with any Restricted Subsidiary in a transaction in which the surviving or resulting entity is a Restricted Subsidiary (provided that if any party to such merger, liquidation or consolidation is a Subsidiary Guarantor, the surviving or resulting entity shall be a Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower), and (iii) Permitted Acquisitions as permitted by Section 6.04(vii) may be consummated; provided that in connection with each of the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11, 5.12 and 5.15, in each case, on the terms set forth therein and to the extent applicable.”

(ii)Clause (c) of Section 6.03 of the Credit Agreement is hereby amended by adding the following prior to the period thereof:

“; provided, that for the avoidance of doubt, businesses related to the manufacturing, sale or distribution of high performance chemical based products and materials is permitted under this clause (c)”.

(q)Amendment to Section 6.04 – Investments.

(i)Clause (ii) of Section 6.04 of the Credit Agreement is hereby amended by adding the following at the end thereof:

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“provided that to the extent any loan described on Schedule 6.04 that is owing by a Subsidiary not a Loan Party to a Loan Party (the “Scheduled Loans”) (or any additional Investments made by Loan Parties pursuant to this proviso) has been repaid, then additional Investments may be made by Loan Parties in any Restricted Subsidiaries that are not Loan Parties in an aggregate amount up to the amount actually received by Loan Parties as payment in respect of such Investments; provided further that in no event will the aggregate amount of Scheduled Loans and additional Investments made by Loan Parties in Subsidiaries that are not Loan Parties pursuant to the first proviso of this clause (ii) exceed the aggregate original principal amount of the Scheduled Loans on the Effective Date.”

(ii)Clause (iii)(C) of Section 6.04 of the Credit Agreement is hereby amended by replacing the words “$75.0 million” with the words “$100.0 million”.

(iii)Clause (vii) of Section 6.04 of the Credit Agreement is hereby amended by replacing the words “$100.0 million” with the words “$200.0 million”.

(iv)Clause (viii) of Section 6.04 of the Credit Agreement is hereby amended to read in its entirety as follows:

“Investments in Joint Ventures (A) constituting or consisting of a contribution of or other transfer or distribution of the assets (other than cash, except that a de minimus cash amount directly related to such assets may be contributed, transferred or otherwise distributed) or capital stock of the Specified Businesses or (B) Investments in Joint Ventures not described in clause (A) in an aggregate amount made under this clause (B) not to exceed $50.0 million at any one time outstanding;”

(v)Clause (xv) of Section 6.04 of the Credit Agreement is hereby amended by adding the words “any non-cash portion or” prior to the words “any deferred portion”.

(vi)Section 6.04 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (xix) thereof, replacing the period at the end of clause (xx) with “; and” and inserting the following new clauses (xxi), (xxii) and (xxiii):

“(xxi)                      Investments in the Qualified Unrestricted Subsidiary to be used solely to fund Permitted Loan Purchases; provided that, (A) both before and after giving effect to such Investment, no Default shall have occurred and be continuing and (B) immediately after giving effect to such Investment, the Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 6.12 and Section 6.13 as at the date of the last ended Test Period (it being understood that as a condition precedent to making such Investment, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower setting forth in reasonable detail the calculations demonstrating such compliance); provided further, that notwithstanding anything in this Agreement or the Loan Documents to the contrary, no Investments in the Qualified Unrestricted Subsidiary may be made except the Investments permitted pursuant to this Section 6.04(xxi);

(xxii)                      intercompany receivables created by any distribution or other transfer by a Subsidiary to a Loan Party of an intercompany receivable issued by a Subsidiary that is not a Guarantor; provided that any Loan Party shall pledge any note evidencing any such receivable that it receives as a result of such distribution or other transfer; provided

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further, that no Loan Party shall transfer, or otherwise make any payment or other Investment of, cash or cash equivalents in exchange for the receipt of such intercompany receivables; and

(xxiii)                      any transfer of assets pursuant to Section 6.05(xviii) in the form of an Investment.”

(vii)The last paragraph of Section 6.04 of the Credit Agreement is hereby amended in its entirety as follows:

“The aggregate amount of an Investment at any one time outstanding for purposes of this Section 6.04 shall be deemed to be equal to (A) the aggregate amount of cash, together with the aggregate fair market value of Property (net of any Transferred Liability), loaned, advanced, contributed, transferred or otherwise invested that gives rise to such Investment (without adjustment for subsequent increases or decreases in the value of such Investment) minus (B) the aggregate amount of dividends, distributions or other payments received in cash in respect of such Investment (including by way of a sale or other disposition of such Investment).  The amount of an Investment shall not in any event be reduced by reason of any write-off of such Investment.”

(r)Amendment to Section 6.05 – Asset Sales.

(i)Clause (v) of Section 6.05 of the Credit Agreement is hereby amended by adding the words “, transfer of assets” after the word “liquidations”.

(ii)Clause (viii) of Section 6.05 of the Credit Agreement is hereby amended by (x) adding the word “other” at the beginning thereof, (y) deleting the words “not otherwise permitted under this Section” and (z) amending clause (B) of the proviso to read in its entirety as follows:

“(B) the aggregate fair market value of all assets (net of any Transferred Liability) sold, transferred or otherwise disposed of in reliance upon this Section 6.05(viii) from the First Amendment Effective Date through the date of such sale, transfer or other disposition do not exceed the Asset Sale Cap (for the avoidance of doubt, any subsequent decrease in the Asset Sale Cap shall not constitute a Default or an Event of Default with respect to sales, transfers and dispositions previously made as permitted by this Section 6.05(viii)),”.

(iii)Section 6.05 of the Credit Agreement hereby amended by deleting the word “and” at the end of clause (xv), replacing the period at the end of clause (xvi) with a semicolon and inserting the following new clauses (xvii) and (xviii):

“(xvii)                      any transfer or disposition of the assets or capital stock of the Specified Businesses (any which disposition may be made as part of a larger Asset Sale transaction, the remainder of which Asset Sale transaction is permitted under the provisions of one or more other baskets in this Section 6.05); provided that the Net Proceeds thereof are applied as required by Section 2.04(b)(ii); and

(xviii)                      any transfer of assets by any Loan Party to a Restricted Subsidiary that is not a Loan Party and any intercompany Indebtedness owing to a Loan Party resulting therefrom; provided that (x) the aggregate amount of such assets shall not exceed (A) in the case of transfers of assets acquired after the First Amendment Effective Date by any

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Loan Party in a Permitted Acquisition in compliance with Section 6.04(vii) and any intercompany Indebtedness owing to a Loan Party resulting therefrom, $200.0 million, and (B) in the case of all other transfer of assets under this Section 6.05(xviii), $50.0 million, (y) for each such transfer, the conditions set forth on Schedule 6.05(xviii) have been satisfied, and (z) any such transfer shall be made in exchange for an intercompany note which shall be pledged pursuant to the Pledge Agreement or a Non-U.S. Pledge Agreement in accordance with Section 5.11.”

(iv)The proviso at the end of Section 6.05 of the Credit Agreement is hereby amended in its entirety with the following:

“provided that all sales, transfers, leases and other dispositions permitted hereby shall be made (a) for fair value and (b) other than in the case of sales, transfers, leases and other dispositions permitted by Sections 6.05(ii), 6.05(v), 6.05(vii), 6.05(ix), 6.05(xiv), 6.05(xvi) and 6.05(xviii), for consideration (which, for purposes of this proviso, shall not be deemed to include any Transferred Liability (other than any liability owed or owing to the purchaser or transferee of the assets sold, transferred or otherwise disposed of or to any affiliates of such purchaser or transferee)) consisting of at least 75% cash and Cash Equivalents.”

(s)Amendment to Section 6.07 – Restricted Payments. Clause (ii) of Section 6.07 of the Credit Agreement is hereby amended by adding the words “, Equity Rights” prior to the words “or other Equity Interests”.

(t)Amendment to Section 6.08 – Transactions with Affiliates.

(i)The introductory paragraph of Section 6.08 of the Credit Agreement is hereby amended by deleting the words “are in the ordinary course of business of the Borrower and its Restricted Subsidiaries” and replacing them with the words “are in accordance with the reasonable requirements of the business of the Borrower and its Restricted Subsidiaries (as determined by the Borrower in its reasonable business judgment)”; and

(ii)Section 6.08 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (iii) thereof, replacing the period at the end of clause (iv) with “: and” and inserting the following new clause (v);

“(v) Investments in Qualified Unrestricted Subsidiaries permitted by Section 6.04(xxi).”

(u)Amendment to Section 6.09 – Restrictive Agreements.

(i)Clause (i) of Section 6.09 of the Credit Agreement is hereby amended in its entirety as follows:

“(i)           conditions or restrictions imposed by law or by any document evidencing Indebtedness permitted to be incurred pursuant to Section 6.01(xiv), any Loan Document, any Revolving Credit Loan Document, or any Permitted Other Debt Documents (or Permitted Refinancings of Permitted Other Debt Documents) so long as, in the case of any document evidencing Indebtedness permitted to be incurred pursuant to Section 6.01(xiv) or Section 6.01(xxiv) or such Permitted Refinancing, the conditions or

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restrictions imposed pursuant to such Permitted Refinancing are no more restrictive, taken as a whole, than those conditions or restrictions contained in the Loan Documents;”

(ii)Section 6.09 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (vii), replacing the period at the end of clause (viii) with “; and” and inserting the following new clause (xix):

“(xix)                      any agreement with respect to Indebtedness permitted under Section 6.01(xi), but only if such restrictions were not created in contemplation of such Permitted Acquisition and the restrictions only apply to the Person or assets being acquired.”

(v)Amendment to Section 6.13 – Total Leverage Ratio. The chart in Section 6.13 of the Credit Agreement is hereby amended to read in its entirety as follows:

“

Date	Ratio
June 30, 2008	5.50:1.00
September 30, 2008	5.25:1.00
December 31, 2008	5.00:1.00
March 31, 2009	4.75:1.00
June 30, 2009	4.50:1.00
September 30, 2009	4.50:1.00
December 31, 2009	4.50:1.00
March 31, 2010	4.50:1.00
June 30, 2010	4.50:1.00
September 30, 2010	4.50:1.00
December 31, 2010	4.50:1.00
March 31, 2011	4.25:1.00
June 30, 2011	4.00:1.00
September 30, 2011	3.75:1.00
December 31, 2011	3.50:1.00
March 31, 2012 and the last day of each Fiscal Quarter thereafter	3.00:1.00

”

(w)Amendment to Section 9.04 – Successors and Assigns.  Clause (b) of Section 9.04 of the Credit Agreement is hereby amended to read in its entirety as follows:

“(b)           (i) Each Lender may assign to one or more assignees (other than a natural person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries (other than a Qualified Unrestricted Subsidiary solely to the extent such Qualified Unrestricted

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Subsidiary purchases Loans pursuant to a Permitted Loan Purchase and such Loans are immediately cancelled upon such purchase pursuant to clause (b)(ii)(G) below) or any Person engaged principally in the business of manufacture or sale of high performance chemical based products that is a competitor of the Borrower or any of its Subsidiaries) all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, however, that (A) except in the case of an assignment to a Lender or a Lender Affiliate or in connection with the initial syndication of the Commitments and Loans, the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consents shall not be unreasonably withheld or delayed), (B) except in the case of an assignment to a Lender, a Lender Affiliate or a Federal Reserve Bank or in connection with the initial syndication of the Commitments and Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1.0 million and increments of $1.0 million in excess thereof (or (I) if the aggregate amount of the Commitment or Loans of the assigning Lender is a lesser amount, the entire amount of such Commitment or Loans, or (II) in any other case, such lesser amount as the Borrower and the Administrative Agent otherwise agree), (C) except in the case of the assignment to an Affiliate of such Lender or an assignment required to be made pursuant to Section 2.18, the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (provided that only one such fee shall be payable in the event of contemporaneous assignments to two or more Lender Affiliates by a Lender or by two or more Lender Affiliates to a Lender and such fee shall not be payable by the Borrower) and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default has occurred and is continuing.  Subject to acceptance and recording pursuant to paragraph (e) of this Section 9.04, from and after the effective date specified in each Assignment and Assumption, which effective date shall be at least five Business Days after the execution thereof (unless otherwise determined by the Administrative Agent), (I) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and (II) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14, 2.15 and 9.05 with respect to facts and circumstances occurring prior to the effective date of such assignment).  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (f) of this Section.

(ii) (A) Notwithstanding any other provision in this Agreement or any other Loan Document, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Qualified Unrestricted Subsidiary may at any time purchase Loans (each such purchase, a “Permitted Loan Purchase”) pursuant to the procedures described in this Section 9.04(b)(ii).  In connection with any Permitted Loan

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Purchase, the Qualified Unrestricted Subsidiary will provide written notice to the Administrative Agent (each, a “Permitted Purchase Option Notice”) that the Qualified Unrestricted Subsidiary desires to purchase Loans in an aggregate principal amount specified by the Qualified Unrestricted Subsidiary (each, a “Permitted Loan Purchase Amount”), which principal amount shall be not less than $10.0 million in the aggregate, in each case at a discount as specified below; provided that (I) each purchase shall be made solely with funds contributed to the Qualified Unrestricted Subsidiary pursuant to Section 6.04(xxi), (II) at the time of delivery of the Permitted Purchase Option Notice to the Administrative Agent, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (III) prior to providing a Permitted Purchase Option Notice, the Borrower shall have discussed same with each of S&P and Moody’s and, based upon such discussions, shall reasonably believe that the proposed purchase of Loans through such Permitted Loan Purchase shall not be deemed to be a “distressed exchange”, (IV) at the time of consummation of each Permitted Loan Purchase, neither S&P nor Moody’s shall have announced or communicated to the Borrower that the proposed purchase of Loans through such Permitted Loan Purchase shall be deemed to be a “distressed exchange”, and (V) at the time of each Permitted Loan Purchase, the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying as to compliance with preceding clauses (I) through (IV).  The Permitted Purchase Option Notice shall further specify with respect to the proposed Permitted Loan Purchase: (I) the Permitted Loan Purchase Amount, (II) a discount range selected by the Qualified Unrestricted Subsidiary with respect to such proposed Permitted Loan Purchase equal to a percentage of par of the principal amount of the Loans (the “Discount Range”), which shall reflect a discount to par of at least 5%, and (III) the date by which the Lenders are required to indicate their election to participate in such proposed Permitted Loan Purchase, which shall be no earlier than three Business Days and no later than five Business Days following the date of the Permitted Purchase Option Notice (“Acceptance Date”).  The failure of any Lender to indicate its election to participate in such proposed Permitted Loan Purchase shall be deemed an election by such Lender as an express election to not participate in such proposed Permitted Loan Purchase.

(B) Upon receipt of any Permitted Purchase Option Notice, the Administrative Agent shall promptly notify each Lender thereof.  On or prior to the Acceptance Date, each Lender may (but shall not be required to) specify by written notice substantially in the form of Exhibit N hereto (each, a “Lender Participation Notice”) to the Administrative Agent (I) a discount to par (the “Acceptable Discount”) within the Discount Range and (II) a principal amount (subject to rounding requirements specified by the Administrative Agent) of Loans held by such Lender that such Lender is willing to permit to be purchased pursuant to a Permitted Loan Purchase (“Offered Loans”).  Based on the Acceptable Discounts and principal amounts of Loans specified by the Lenders in the applicable Lender Participation Notices, the Administrative Agent, in consultation with the Qualified Unrestricted Subsidiary, will determine the clearing discount (the “Applicable Discount”) for the Permitted Loan Purchase which will be the lowest Acceptable Discount within the Discount Range at which the Qualified Unrestricted Subsidiary can purchase the Permitted Loan Purchase Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that if such Permitted Loan Purchase Amount cannot be purchased in full at any Acceptable Discount (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount), the Applicable Discount shall be the highest

17 

Acceptable Discount specified by the Lenders that is within the Discount Range specified by the Qualified Unrestricted Subsidiary.  The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Permitted Loan Purchase and have Qualifying Loans (as defined below).

(C) The Qualified Unrestricted Subsidiary shall make a Permitted Loan Purchase by purchasing those Loans (or the respective portions thereof) offered by the Lenders that specify an Acceptable Discount that is equal to or higher than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that (I) if the aggregate proceeds required to purchase Qualifying Loans (disregarding any interest payable in connection with such Qualifying Loans) would exceed the Permitted Loan Purchase Amount for such Permitted Loan Purchase, the Qualified Unrestricted Subsidiary shall purchase such Qualifying Loans at the Applicable Discount ratably based on the respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent) and (II) in the event that the Qualifying Loans are less than the Permitted Loan Purchase Amount, the Qualified Unrestricted Subsidiary shall only be permitted to make a Permitted Loan Purchase to the extent the principal amount of such Qualifying Loans equals or exceeds $10.0 million in the aggregate.  Each Permitted Loan Purchase shall be made within five Business Days of the date of determination of the Applicable Discount, without premium or penalty, upon irrevocable notice (each a “Permitted Loan Purchase Notice”), delivered to the Administrative Agent no later than 2:00 p.m., New York City time, three Business Days prior to the date of such Permitted Loan Purchase, which notice shall specify the date and amount of the Permitted Loan Purchase and the Applicable Discount.  Upon receipt of any Permitted Loan Purchase Notice the Administrative Agent shall promptly notify each relevant Lender thereof.  If any Permitted Loan Purchase Notice is given, the Qualified Unrestricted Subsidiary shall be obligated to purchase the Loans subject thereto for the amount specified in such notice from the applicable Lenders on the date specified therein, together with accrued interest (on the par principal amount) to but not including such date on the amount purchased.

(D) To the extent not expressly provided for herein, each Permitted Loan Purchase shall be consummated pursuant to the procedures established by the Administrative Agent acting in its sole reasonable discretion.

(E) Prior to the delivery of a Permitted Loan Purchase Notice, upon written notice to the Administrative Agent, (I) the Qualified Unrestricted Subsidiary may withdraw its offer to make a Permitted Loan Purchase pursuant to any Permitted Purchase Option Notice and (II) any Lender may withdraw its offer to participate in a Permitted Loan Purchase pursuant to any Lender Participation Notice.

(F) Any Loans purchased pursuant to a Permitted Loan Purchase shall be cancelled and forgiven immediately upon the closing of such Permitted Loan Purchase for no consideration (with the effect that such Loans and any related Obligation shall for all purposes of this Agreement and the other Loan Documents no longer be outstanding, and the Borrower and the Subsidiary Guarantors shall no longer have any Obligations relating thereto, it being understood that such forgiveness and cancellation shall result in the Borrower and Subsidiary Guarantors being irrevocably and unconditionally released from all claims and liabilities relating to such Obligations which have been so cancelled and forgiven, and the Collateral shall cease to secure any such Obligations which have been so cancelled and forgiven).  The documentation evidencing the forgiveness and

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cancellation of the Loans as provided above shall be reasonably satisfactory to the Administrative Agent.  It is acknowledged and agreed that no Permitted Loan Purchase shall constitute a prepayment of Loans for purposes of this Agreement.”

(x)Amendment to Section 9.15 – Jurisdiction:  Consent to Service of Process.  Clause (a) of Section 9.15 of the Credit Agreement is hereby amended by replacing the word “nonexclusive” with “exclusive” and replace the words “may be heard and determined” with the words “shall be heard and determined exclusively”.

(y)Amendment to Article IX – Miscellaneous.  Article IX is hereby amended by adding the following new Section 9.22 at the end thereof:

“SECTION 9.22                                Permitted Intercompany Transaction.  Notwithstanding any covenant, restriction or other provision contained in Section 6.01, 6.03, 6.04, 6.05, 6.07 and 6.08 and any provision of the Intercompany Note, the transfer by Monchem International, Inc., directly or indirectly, of any of its Subsidiaries organized in Japan or Brazil (collectively, the “Transferred Assets”) to Solutia Europe SPRL/BVBA (“Solutia Europe”) in any transaction or a series of transactions, and the subsequent transfer by Solutia Europe of such Transferred Assets to Flexsys Holdings B.V. shall be permitted under this Agreement; provided that no Event of Default or Default then exists or would immediately arise therefrom.”

(z)Amendment to Exhibits.

(i)The exhibits to the Credit Agreement are hereby amended by adding a new Exhibit N (Form of Lender Participation Notice) attached hereto as Exhibit 1.

(ii)The exhibits to the Credit Agreement are hereby amended by adding a new Exhibit O (Summary of Terms and Conditions of Junior Lien Intercreditor Agreement) attached hereto as Exhibit 2.

(aa)Amendment to Schedules.

(i)The schedules to the Credit Agreement are hereby amended by adding a new Schedule 1.01(e) (Specified Businesses) attached hereto as Exhibit 3.

(ii)The schedules to the Credit Agreement are hereby amended by adding a new Schedule 6.05(xviii) (Non-Guarantor Restricted Subsidiary Investment Conditions) attached hereto as Exhibit 4.

2.Effectiveness of this Amendment.  This Amendment shall become effective on and as of the date (the “First Amendment Effective Date”) on which all of the following conditions precedent have been satisfied:

(a)Amendment.  The Administrative Agent shall have received:

(i)this Amendment duly executed and delivered by Borrower;

(ii)an officer’s certificate signed on behalf of Borrower by a Financial Officer of Borrower, certifying as of the date on which the Senior Notes price (the “Pricing Date”) that: (A) the representations and warranties set forth in Article III of the Credit Agreement and in the other

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Loan Documents are true and correct (or true and correct in all material respects if not otherwise qualified by materiality or by a Material Adverse Effect) with the same effect as if made on the First Amendment Effective Date (unless expressly stated to relate to an earlier date, in which case such representations and warranties shall be true and correct (or true and correct in all material respects if not otherwise qualified by materiality or by a Material Adverse Effect) as of such earlier date) and (B) the representations and warranties of set forth in Section 3 herein are true and correct (or true and correct in all material respects if not otherwise qualified by materiality or by a Material Adverse Effect) on the Pricing Date;

(iii)executed Lender Consent Letters from the Requisite Lenders;

(iv)the attached Acknowledgement executed by Borrower and each Subsidiary Guarantor; and

(v)from Kirkland & Ellis LLP, special counsel to the Loan Parties, a customary written opinion addressed to each Agent and the Lenders, dated the First Amendment Effective Date, customary in form, scope and substance.

(b)Costs and Expenses.  The Administrative Agent shall have received:

(i)for the account of each Lender that executes and delivers a Lender Consent Letter to the Administrative Agent on or before 5:00 p.m., New York City time, on October 1, 2009, an amendment fee equal to 0.25% of the outstanding principal amount (calculated after giving effect to the prepayment required under Section 2(c) below) of such Lender’s Loans; and

(ii)all fees required to be paid, and all expenses required to be paid under Section 6 of this Amendment for which invoices have been presented (including the reasonable fees and expenses of legal counsel), in connection with this Amendment (or Borrower shall have made arrangements for the payment thereof satisfactory to the Administrative Agent).

(c)Loan Prepayment.  The Borrower shall have prepaid, from the Net Proceeds of the Senior Notes, the Loans in an aggregate principal amount equal to the greater of (i) $200.0 million and (ii) the amount which is $100.0 million less than the aggregate original principal amount of the Senior Notes, in each case plus accrued interest thereon and a prepayment premium equal to (x) 2.00% of the principal amount of the Loans prepaid if the First Amendment Effective Date occurs prior to the second anniversary of the Effective Date or (y) 1.00% of the principal amount of the Loans prepaid if the First Amendment Effective Date occurs on or after the second anniversary of the Effective Date but prior to the third anniversary of the Effective Date.

(d)No Default. No Default or Event of Default shall have occurred and be continuing or will result from the execution, delivery or effectiveness of this Amendment.

3.Representations and Warranties.  Borrower represents and warrants as follows:

(a)Authority.  Borrower and each Subsidiary Guarantor has the requisite corporate or other organizational power and authority to execute and deliver this Amendment and the attached Acknowledgement, and to perform its obligations hereunder and under the Loan Documents (as amended or modified hereby) to which it is a party.  The execution, delivery and performance by such Person of this Amendment and Acknowledgement have been duly approved by all necessary corporate or other organizational action and no other corporate or other organizational proceedings are necessary to consummate such transactions.

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(b)Enforceability.  This Amendment has been duly executed and delivered by Borrower.  This Amendment and the Credit Agreement (as amended or modified hereby) are the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

(c)No Conflict.  The execution, delivery and performance of this Amendment by Borrower does not (i) contravene any applicable provision of any material applicable law of any Governmental Authority, (ii) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Person pursuant to, (A) the terms of any material indenture, loan agreement, lease agreement, mortgage or deed of trust, or (B) any other material contractual obligation, in the case of either clause (i) and (ii) to which such Person is a party or by which it or any of its property or assets is bound, (iii) violate any provision of the Organizational Documents of such Person, except with respect to any conflict, breach or contravention or default referred to in clauses (ii)(A) or (ii)(B), to the extent that such conflict, breach, contravention or default could not reasonably be expected to have a Material Adverse Effect or (iv) conflict with or violate any provision of the Credit Agreement, the Loan Documents, the Revolving Credit Agreement or the Revolving Credit Loan Documents.

(d)No Default.  No event has occurred and is continuing or will result from the execution and delivery of this Amendment that would constitute a Default or an Event of Default.

4.Applicable Law.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

5.WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT OR ANY DOCUMENT EXECUTED IN CONNECTION WITH THIS AMENDMENT.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND ANY DOCUMENT EXECUTED IN CONNECTION WITH THIS AMENDMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.

6.Expenses; Indemnity.  Without limiting Borrower’s obligations under Section 9.05(a) of the Credit Agreement, Borrower hereby agrees to reimburse the Administrative Agent for reasonable and documented out-of-pocket expenses, including the reasonable fees and disbursements of counsel, incurred in connection with this Amendment and the Permitted Loan Purchases.  The provisions of Section 9.05(b) of each of the Credit Agreement are hereby incorporated by reference herein as if fully set forth and in full force and effect as if written in full herein except that the term “Indemnitees” shall be deemed to expressly include this Amendment and the documents executed in connection with this Amendment.

7.Counterparts.

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(a)This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract.  Delivery of an executed signature page to this Amendment by facsimile transmission or other electronic image scan transmission (e.g., “PDF” or “tif” via e-mail) shall be as effective as delivery of a manually signed counterpart of this Amendment.

(b)The execution and delivery of a Lender Consent Letter with respect to this Amendment by any Lender shall be binding upon each of its successors and assigns and binding in respect of all of its Loans, including any Loans acquired subsequent to its execution and delivery hereof and prior to the effectiveness hereof.

8.Reference to and Effect on the Loan Documents.

(a)Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.

(b)Except as specifically amended above, the Credit Agreement and all other Loan Documents, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable obligations of Borrower to the Agents and the other Secured Parties, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law).

(c)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Agent or any other Secured Party under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

(d)To the extent that any terms and conditions in any of the Loan Documents shall contradict or be in conflict with any terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.

9.Integration.  This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

10.Severability.  In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[signature pages follow]

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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.

SOLUTIA INC.,

a Delaware corporation

By:  /s/ James A. Tichenor

Name:  James A. Tichenor

Title:  Assistant Treasurer

CITIBANK, N.A.,

as Administrative Agent

By:  /s/ David Jaffe

Name:  David Jaffe

Title:  Director/Vice President

EX-10.4

EXHIBIT 10.4

AMENDED AND RESTATED INTERCREDITOR AGREEMENT

This AMENDED AND RESTATED INTERCREDITOR AGREEMENT is dated as of October 15, 2009 (as amended, restated, renewed, extended, supplemented or otherwise modified from time to time, this “Agreement”), and entered into by and among SOLUTIA INC., a Delaware corporation (the “Company”), each of the Company’s Subsidiaries party hereto from time to time and CITIBANK, N.A. (“Citi”), in its capacity as administrative agent for the holders of the Term Loan Obligations (as defined below) (together with its successors in such capacity, the “Term Loan Administrative Agent”), and as collateral agent for the holders of the Term Loan Obligations (together with its successors in such capacity, the “Term Loan Collateral Agent”), Citi, in its capacity as administrative agent for the holders of the Revolving Credit Obligations (as defined below) (together with its successors in such capacity, the “Revolving Credit Facility Administrative Agent”), and as collateral agent for the holders of the Revolving Credit Obligations (together with its successors in such capacity, the “Revolving Credit Facility Collateral Agent”), and each other Additional Pari Passu Debt Representative (as defined below) from time to time party hereto.  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in Section 1 below.

RECITALS

The Company, the Term Loan Lenders, the Term Loan Administrative Agent, the Term Loan Collateral Agent, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as syndication agent, DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as documentation agent, and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), GSCP and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint lead arrangers and bookrunners, are parties to that certain Credit Agreement, dated as of February 28, 2008, providing a term loan facility to the Company (as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “Term Loan Agreement”) ; provided that if any agreement or instrument refinancing or replacing the Term Loan Agreement expressly provides that it is not intended to be and is not a refinancing or renewal of the Term Loan Agreement then it shall be deemed not to be a “Term Loan Agreement”);

The Revolving Credit Facility Borrowers, the Revolving Credit Lenders, the Revolving Credit Facility Administrative Agent, the Revolving Credit Facility Collateral Agent, CITIBANK INTERNATIONAL PLC, as European collateral agent, DBNY, as syndication agent, GSCP, as documentation agent, and CGMI, DBSI and GSCP, as joint lead arrangers and bookrunners, are parties to that certain Credit Agreement, dated as of dated as of February 28, 2008, providing a revolving credit and letter of credit facility to the Revolving Credit Facility Borrowers (as amended, restated, supplemented, modified, replaced or refinanced from time to time, the “Revolving Credit Agreement”); provided that if any agreement or instrument refinancing or replacing the Revolving Credit Agreement expressly provides that it is not intended to be and is not a refinancing or renewal of the Revolving Credit Agreement then it shall be deemed not to be a “Revolving Credit Agreement”);

In order to induce the Revolving Credit Facility Administrative Agent, the Revolving Credit Facility Collateral Agent, the Revolving Credit Lenders and the other parties to the Revolving Credit Agreement to enter into the Revolving Credit Agreement, and in order to induce the Term Loan Administrative Agent, the Term Loan Collateral Agent and the Term Loan Lenders to enter into the Term Loan Agreement, the Revolving Credit Facility Collateral Agent, the parties hereto have previously entered into an Intercreditor Agreement dated as of February 28, 2008 (the “Original Intercreditor Agreement”) establishing the relative priority of their respective Liens on the Collateral and governing their respective rights with respect thereto;

Pursuant to (i) the Term Loan Agreement, the Term Loan Subsidiary Guarantors have guaranteed the Term Loan Obligations and the Company has agreed to cause certain future Subsidiaries to guaranty the Term Loan Obligations, and (ii) the Revolving Credit Agreement, the Revolving Credit Facility Subsidiary Guarantors have guaranteed the Revolving Credit Obligations and the Revolving Credit Facility Borrowers have agreed to cause certain future Subsidiaries to guaranty the Revolving Credit Obligations;

The Term Loan Agreement and the Revolving Credit Agreement are being amended pursuant to a certain First Amendment to Credit Agreement of even date herewith and a Second Amendment to Credit Agreement of even date herewith, respectively, in each case in order to, among other things, allow the Company and its Subsidiaries to incur additional Indebtedness secured by liens pari passu in priority with the Liens securing the Term Loan Obligations and the Company may from time to time following the date hereof issue such Additional Pari Passu Debt in accordance with the aforesaid amendments;

To the extent permitted by each of Term Loan Agreement and the Revolving Credit Agreement and any Additional Pari Passu Loan Agreement, each of the Company’s Subsidiaries party hereto from time to time agree, if so required under any Additional Pari Passu Credit Documents (and if permitted by the Term Loan Agreement and the Revolving Credit Agreement), shall guarantee such Additional Pari Passu Obligations and the Company shall cause, if required under any Additional Pari Passu Credit Documents, certain future Subsidiaries to guaranty such Additional Pari Passu Obligations; and

In order to induce any Additional Pari Passu Debt Representative and any Additional Pari Passu Lenders to enter into the applicable Additional Pari Passu Loan Agreement, the Revolving Credit Facility Administrative Agent, the Term Loan Collateral Agent and the Term Loan Administrative Agent have agreed to amend and restate the Original Intercreditor Agreement in accordance with the terms and conditions set forth herein.

AGREEMENT

In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend and restate the Original Intercreditor Agreement in its entirety and further agree as follows:

SECTION 1.  Definitions.

1.1Defined Terms.  As used in the Agreement, the following terms shall have the following meanings:

“Access Acceptance Notice” has the meaning assigned to that term in Section 3.3(b).

“Access Period” means, for each parcel of Mortgaged Premises, the period, after the commencement of an Enforcement Period, which begins on the day that the Revolving Credit Facility Administrative Agent or the Revolving Credit Facility Collateral Agent provides the Term Loan Collateral Agent and any Additional Pari Passu Debt Representative with the notice of its election to request access to any Mortgaged Premises pursuant to Section 3.3(b) below and ends on the earlier of (i) the 150th day after the Revolving Credit Facility Collateral Agent obtains the ability to use, take physical possession of, remove or otherwise control the use or access to the Current Asset Collateral located on such Mortgaged Premises following a Collateral Enforcement Action plus such number of days, if any,

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after the Revolving Credit Facility Collateral Agent obtains access to such Current Asset Collateral that it is stayed or otherwise prohibited by law or court order from exercising remedies with respect to Current Asset Collateral located on such Mortgaged Premises, (ii) the date on which all or substantially all of the Current Asset Collateral located on such Mortgaged Premises is sold, collected or liquidated, (iii) the date on which the Discharge of Revolving Credit Obligations occurs or (iv) the date on which the Revolving Credit Facility Default, the Term Loan Default or the Additional Pari Passu Loan Default that was the subject of the applicable Enforcement Notice relating to such Enforcement Period has been cured to the satisfaction of the Revolving Credit Facility Collateral Agent (in the case of a Revolving Credit Facility Default), the Term Loan Collateral Agent (in the case of a Term Loan Default) or Additional Pari Passu Debt Representatives (in the case of Additional Pari Passu Loan Defaults), or waived in writing in accordance with the requirements of the applicable Credit Agreement.

“Account Agreements” means any lockbox agreement, pledged account agreement, blocked account agreement, deposit account control agreement, securities account control agreement, or any similar deposit or securities account agreements among any Agents and any Grantors and the relevant financial institution depository or securities intermediary.

“Additional Joinder Agreement” shall mean a joinder agreement in the form of Exhibit B hereto.

“Additional Pari Passu Approved Counterparty” means the counterparty to an Additional Pari Passu Debt Hedging Agreement entered into by the Company or any Additional Pari Passu Subsidiary Guarantor.

“Additional Pari Passu Claimholder” means, at any relevant time, the holders of Additional Pari Passu Obligations at that time, including the Additional Pari Passu Lenders, the agents (including any Additional Pari Passu Debt Representative), trustees or representatives under the Additional Pari Passu Loan Agreement and any Additional Pari Passu Approved Counterparty.

“Additional Pari Passu Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted or purported to be granted under any Additional Pari Passu Security Documents as security for any Additional Pari Passu Obligations.

“Additional Pari Passu Credit Documents” means an Additional Pari Passu Loan Agreement, each Additional Pari Passu Debt Hedging Agreement, and the other “Loan Documents”, “Credit Documents” (or similar term as may be defined in such Applicable Pari Passu Loan Agreement), and each of the other agreements, documents and instruments providing for or evidencing any other applicable Additional Pari Passu Obligations, and any other document or instrument executed or delivered at any time in connection with such applicable Additional Pari Passu Obligations, including any intercreditor or joinder agreement among holders of such Additional Pari Passu Obligations, to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed, increased, replaced, extended or Refinanced from time to time in accordance with the provisions of this Agreement.

“Additional Pari Passu Debt Hedging Agreement” means any Hedging Agreement (as defined in the Term Loan Agreement) or similar agreement or instrument serving a like function, as may be defined and permitted under the applicable Additional Pari Passu Debt Loan Agreement.

“Additional Pari Passu Debt Representative” means each Person appointed to act as collateral agent, administrative agent, trustee or representative (or in any similar representative capacity)

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for the holders of Additional Pari Passu Obligations pursuant to any Additional Pari Passu Loan Agreement (including any successors and assigns from time to time).

“Additional Pari Passu Lender” means the lenders, investors or noteholders under and as defined in any Additional Pari Passu Loan Agreement and any other holders of Indebtedness under any Additional Pari Passu Loan Agreement.

“Additional Pari Passu Loan Agreement” means the indenture, loan agreement, credit agreement, note purchase agreement or other agreement or instrument (as may be amended, restated, supplemented, modified, replaced or refinanced from time to time) under which any Additional Term Loan Pari Passu Obligations are incurred.

“Additional Pari Passu Loan Default” means an “Event of Default” as defined in any applicable Additional Pari Passu Loan Agreement, or any other event, circumstance or condition that permits the holder thereof to accelerate the obligations of the Company thereunder or to exercise remedies in connection therewith.

“Additional Pari Passu Mortgages” means a collective reference to each mortgage, deed of trust or other document or instrument under which any Lien under any Real Estate Asset owned by any Grantor is granted to secure any Additional Pari Passu Obligations or under which rights or remedies with respect to any such Liens are governed.

“Additional Pari Passu Obligations” means collectively (a) the loans made, notes issued or indebtedness otherwise incurred under any Additional Term Loan Pari Passu Loan Agreement, and all other amounts, obligations, covenants and duties owing by the Company and any Additional Pari Passu Subsidiary Guarantors to any Additional Pari Passu Debt Representative, any Additional Pari Passu Lender, any Affiliate of any of them or any indemnitee thereunder, of every type and description (whether by reason of an extension of credit, loan, guaranty, indemnification or otherwise), present or future, arising under such Additional Pari Passu Loan Agreement or any such other Additional Pari Passu Credit Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, including all fees, interest (including interest accruing after the maturity of the loans under such Additional Pari Passu Loan Agreement and Post-Petition Interest), charges, expenses, attorneys’ fees and disbursements and other sums chargeable to the Company or any Additional Pari Passu Subsidiary Guarantor under the applicable Additional Pari Passu Loan Agreement or any other applicable Additional Pari Passu Credit Document and (b) the due and punctual payment and performance of all obligations of the Company and Additional Pari Passu Subsidiary Guarantors under each Additional Pari Passu Debt Hedging Agreement; provided that such obligations shall be Additional Pari Passu Obligations hereunder only to the extent (a) at the time such obligations are incurred, such obligations are not prohibited from being incurred and secured by Liens on Collateral with the priority as set forth herein for such Additional Pari Passu Obligations by the terms of, and do not violate any terms and conditions of, the Revolving Credit Facility Credit Documents and the Term Loan Credit Documents, (b) the Grantors have granted Liens on any of the Collateral to secure such obligations, (c) such obligations have been designated as “Additional Pari Passu Obligations” by the Company in writing to the Revolving Credit Facility Agent and to the Term Loan Collateral Agent, and each of such Persons shall have received copies of the applicable Additional Pari Passu Loan Agreements, and (d) the Additional Pari Passu Debt Representative, for the holders of such obligations is a party to this Agreement or has entered into an Additional Joinder Agreement on behalf of the Additional Pari Passu Claimholders under such agreement acknowledging that such holders shall be bound by the terms hereof applicable to Additional Pari Passu Claimholders.

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Notwithstanding the foregoing, if the aggregate amount of Indebtedness constituting principal outstanding under all Additional Pari Passu Loan Agreements and all other Additional Pari Passu Credit Documents (other than Indebtedness in respect of Additional Pari Passu Debt Hedging Agreements), when added to the then outstanding principal balance of the Term Loans, exceeds $1.45 billion, then only that amount of such Indebtedness which, when added to the then outstanding principal balance of the Term Loan Obligations equals $1.45 billion (together with interest, fees, expenses and indemnification obligations with respect thereto), plus obligations in respect of the Additional Pari Passu Debt Hedging Agreement shall constitute Additional Pari Passu Obligations for purposes of this Agreement; provided that notwithstanding the foregoing, “Additional Pari Passu Obligations” shall include, if applicable, Indebtedness pursuant to a DIP Financing to the extent permitted pursuant to Section 6.1(b).

“Additional Pari Passu Security Documents” means any agreement, document or instrument pursuant to which a Lien is granted or purported to be granted to secure any Additional Pari Passu Obligations or under which rights or remedies with respect to such Liens are governed.

“Additional Pari Passu Subsidiary Guarantors” means a Restricted Subsidiary of the Company that is a “guarantor” under an applicable Additional Pari Passu Credit Documents or is otherwise liable the obligations of the Company thereunder or which provides credit support thereunder.

“Affiliate” of any Person means any other Person which, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person (excluding any trustee under, or any committee with responsibility for administering, any Plan).

“Agents” means the Revolving Credit Facility Collateral Agent, the Term Loan Collateral Agent, each Additional Pari Passu Debt Representative and the Designated Fixed Asset Collateral Representative.

“Agreement” has the meaning assigned to that term in the preamble hereto.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” means each of the Bankruptcy Code, any similar federal, state or foreign laws, rules or regulations for the relief of debtors or any reorganization, insolvency, moratorium or assignment for the benefit of creditors or any other marshalling of the assets and liabilities of any Person and any similar laws, rules or regulations relating to or affecting the enforcement of creditors’ rights generally.

“Books and Records” means all instruments, files, records, ledger sheets and documents evidencing, covering or relating to any of the Collateral.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests, membership interests in a limited liability company and beneficial interests in a trust, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

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“Cash Management Document” means any certificate, agreement or other document executed by any Revolving Credit Facility Borrower or any Revolving Credit Facility Subsidiary Guarantor in respect of the Cash Management Obligations of such Revolving Credit Facility Borrower or Revolving Credit Facility Subsidiary Guarantor.

“Cash Management Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person in respect of cash management services (including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements) provided by any Revolving Credit Facility Approved Counterparty (regardless of whether these or similar services were provided prior to the date hereof by such Revolving Credit Facility Approved Counterparty), including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith.

“CGMI” has the meaning assigned to that term in the Recitals to this Agreement.

“Chattel Paper” means all present and future “chattel paper” (as defined in Article 9 of the UCC).

“Citi” has the meaning assigned to that term in the preamble to this Agreement.

“Claimholder” means, collectively, the Revolving Credit Claimholders, the Term Loan Claimholders and the Additional Pari Passu Claimholders.

“Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, now owned or hereafter acquired, constituting both Revolving Credit Facility Grantor Collateral and either Term Loan Collateral or Additional Pari Passu Collateral, or both.

“Collateral Enforcement Action” means, collectively or individually for one or more of the Agents, when a Revolving Credit Facility Default, Term Loan Default or Additional Pari Passu Loan Default, as the case may be, has occurred and is continuing, whether or not in consultation with any other Agent, to repossess or join any Person in repossessing, or exercise or join any Person in exercising, or institute or maintain or participate in any action or proceeding with respect to, any remedies with respect to any Collateral or commence the judicial enforcement of any of the rights and remedies under the Revolving Credit Facility Credit Documents, the Term Loan Credit Documents, the applicable Additional Pari Passu Credit Documents or under any applicable law, but in all cases (i) including (a) instituting or maintaining, or joining any Person in instituting or maintaining, any enforcement, contest, protest, attachment, collection, execution, levy or foreclosure action or proceeding with respect to any Collateral, whether under any Credit Document or otherwise, (b) exercising any right of set-off with respect to any Grantor, (c) the collection and application of, or the delivery of any activation notice with respect to, accounts or other monies deposited from time to time in Deposit Accounts or Securities Accounts or otherwise exercising any right or remedy under any Account Agreement with respect to Deposit Accounts or Securities Accounts, (d) exercising any right or remedy under any landlord access agreement, landlord waiver, bailee letter or similar agreement or arrangement or (e) causing (or, after the occurrence and during the continuance of any Event of Default, consenting to or requesting) any sale or other disposition of any Collateral and (ii) excluding the imposition of a default rate or late fee, in each case in accordance with the terms of the Revolving Credit Facility Credit Documents, the Term Loan Credit Documents or the applicable Additional Pari Passu Credit Documents; provided that notwithstanding anything to the contrary in the foregoing, the exercise of rights or remedies by the Revolving Credit Facility Collateral Agent under any Account Agreement with respect to a Deposit Account or a Securities Account or the notification of account debtors, in each case, during a “Liquidity Event Period (Borrowing Base)”, “Liquidity Event Period (Cash Dominion)”, “Liquidity Event Period (Fixed Charge Coverage Ratio)” or

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“Liquidity Event Period (European Notification)” (each, as defined in the Revolving Credit Agreement) shall not constitute a Collateral Enforcement Action under this Agreement.

“Common Collateral” means all Collateral which also constitutes Additional Pari Passu Collateral; provided that if more than one Series of Additional Pari Passu Obligations are outstanding at any time and the holders of less than all Series of Additional Pari Passu Obligations hold a valid and perfected Lien on any Additional Pari Passu Collateral at such time, then such Additional Pari Passu Collateral shall constitute Common Collateral only for those Series of Additional Pari Passu Obligations that hold a valid Lien on such Additional Pari Passu Collateral at such time and shall not constitute Common Collateral for any Series which does not have a valid and perfected Lien on such Additional Pari Passu Collateral at such time.

“Company” has the meaning assigned to that term in the preamble to this Agreement.

“Contingent Obligations” means at any time, any indemnification or other similar contingent obligations which are not then due and owing at the time of determination.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person whether by ownership of voting securities, by con-tract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Copyrights” means all U.S. and foreign copyrights (whether registered or unregistered and whether published or unpublished) and all mask works (as such term is defined in 17 U.S.C. Section 901, et seq.), together with any and all (i) registrations and applications therefor, (ii) rights and privileges arising under applicable law with respect thereto, (iii) renewals and extensions thereof, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damage awards and payments for past, present or future infringements or other violations thereof, (v) rights corresponding thereto throughout the world and (vi) rights to sue for past, present or future infringements thereof.

“Credit Agreements” means, collectively, the Term Loan Agreement, the Revolving Credit Agreement and all Additional Pari Passu Loan Agreements.

“Credit Documents” means, collectively, the Revolving Credit Facility Credit Documents, the Term Loan Facility Credit Documents and the Additional Pari Passu Credit Documents.

“Current Asset Collateral” means all Collateral consisting of:  (a) accounts, other than “payment intangibles” (as defined in Article 9 of the UCC) which constitute identifiable proceeds of Fixed Asset Collateral; (b) all Inventory or documents of title for any Inventory; (c) Deposit Accounts, Securities Accounts, Instruments (solely to the extent constituting or evidencing obligations owing on Accounts and excluding Intercompany Notes) and Chattel Paper (solely to the extent constituting or evidencing obligations owing on accounts); (d) Current Asset General Intangibles; (e) any credit insurance policy maintained with respect to accounts of any Grantor; (f) Records, Letters of Credit, Letter of Credit Rights, “supporting obligations” (as defined in Article 9 of the UCC), commercial tort claims or other claims and causes of action, in each case, to the extent related primarily to any of the foregoing; and (g) substitutions, replacements, accessions, products and proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) of any or all of the foregoing; provided that to the extent that identifiable Proceeds (including Instruments and Chattel Paper) of Fixed Asset Collateral are deposited or held in any Deposit Accounts or Securities Accounts that constitute Current Asset Collateral after an Enforcement Notice, then (as provided in Section 3.5 below) such

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Collateral or other identifiable Proceeds shall be treated as Fixed Asset Collateral for purposes of this Agreement.

“Current Asset General Intangibles” means all General Intangibles arising out of the other items of property included within clauses (a), (b), (c) and (e) of the definition of Current Asset Collateral, including all contingent rights with respect to warranties on Inventory or accounts which are not yet “payment intangibles” (as defined in Article 9 of the UCC).

“DBNY” has the meaning assigned to that term in the Recitals to this Agreement.

“DBSI” has the meaning assigned to that term in the Recitals to this Agreement.

“Deposit Accounts” means, collectively, (i) all “deposit accounts” (as defined in Article 9 of the UCC) and all accounts and sub-accounts relating to any of the foregoing accounts and (ii) all cash, funds, checks, notes and instruments from time to time held in or on deposit in any of the accounts or sub-accounts described in clause (i) of this definition.

“Designated Fixed Asset Collateral Representative” means, as of the date of this Agreement and for so long as any Obligations under the Term Loan Agreement remain outstanding, the Term Loan Collateral Agent, and at any time following the Discharge of Term Loan Obligations, such Person as is designated as the “Designated Fixed Asset Collateral Representative” by the Additional Pari Passu Claimholders holding a majority of the aggregate Additional Pari Passu Obligations outstanding at any given time.

“DIP Financing” has the meaning assigned to that term in Section 6.1.

“Discharge of Additional Pari Passu Obligations” means, except to the extent otherwise expressly provided in Section 5.5:

(a) payment in full in cash of the principal of and interest (including Post-Petition Interest), on all Indebtedness outstanding under all Additional Pari Passu Credit Documents and constituting Additional Pari Passu Obligations secured by such Collateral (including any Refinancings of any thereof to the extent such Refinancings thereof constitute Additional Pari Passu Obligations);

(b) payment in full in cash of all other Additional Pari Passu Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time); and

(c) termination or expiration of all commitments, if any, to extend credit that would constitute Additional Pari Passu Obligations (including any Refinancings of any thereof).

If a Discharge of any Additional Pari Passu Obligations occurs prior to the termination of this Agreement in accordance with Section 8.2, to the extent that Additional Pari Passu Obligations are incurred or Additional Pari Passu Obligations are reinstated in accordance with Sections 4.4 or 6.4, the Discharge of Additional Pari Passu Obligations shall (effective upon the incurrence of such Additional Pari Passu Obligations or reinstatement of such Additional Pari Passu Obligations, as applicable) be deemed to no longer be effective.

“Discharge of Revolving Credit Obligations” means, except to the extent otherwise expressly provided in Section 5.5:

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(a) payment in full in cash of the principal of and interest (including Post-Petition Interest), on all Indebtedness outstanding under the Revolving Credit Facility Credit Documents and constituting Revolving Credit Obligations (including any Refinancings of any thereof to the extent such Refinancings thereof constitute Revolving Credit Obligations);

(b) payment in full in cash of all other Revolving Credit Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time);

(c) termination or expiration of all commitments, if any, to extend credit that would constitute Revolving Credit Obligations (including any Refinancings of any thereof); and

(d) termination of all letters of credit, bank guarantees and similar instruments issued or otherwise outstanding under the Revolving Credit Facility Credit Documents and constituting Revolving Credit Obligations or providing cash collateral or backstop letters of credit reasonably acceptable to the Revolving Credit Facility Administrative Agent in an amount equal to 103% of the aggregate undrawn face amount of such letters of credit, bank guarantees and similar instruments (in a manner reasonably satisfactory to the Revolving Credit Facility Administrative Agent).

If a Discharge of Revolving Credit Obligations occurs prior to the termination of this Agreement in accordance with Section 8.2, to the extent that additional Revolving Credit Obligations are incurred or Revolving Credit Obligations are reinstated in accordance with Sections 4.4 or 6.4, the Discharge of Revolving Credit Obligations shall (effective upon the incurrence of such additional Revolving Credit Obligations or reinstatement of such Revolving Credit Obligations, as applicable) be deemed to no longer be effective.

“Discharge of Term Loan Obligations” means, except to the extent otherwise expressly provided in Section 5.5:

(a) payment in full in cash of the principal of and interest (including Post-Petition Interest), on all Indebtedness outstanding under the Term Loan Credit Documents and constituting Term Loan Obligations (including any Refinancings of any thereof to the extent such Refinancings thereof constitute Term Loan Obligations);

(b) payment in full in cash of all other Term Loan Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time); and

(c) termination or expiration of all commitments, if any, to extend credit that would constitute Term Loan Obligations (including any Refinancings of any thereof).

If a Discharge of Term Loan Obligations occurs prior to the termination of this Agreement in accordance with Section 8.2, to the extent that additional Term Loan Obligations are incurred or Term Loan Obligations are reinstated in accordance with Sections 4.4 or 6.4, the Discharge of Term Loan Obligations shall (effective upon the incurrence of such additional Term Loan Obligations or reinstatement of such Term Loan Obligations, as applicable) be deemed to no longer be effective.

“Disposition” has the meaning assigned to that term in Section 5.1(b).

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“Enforcement Notice” means a written notice delivered, at a time when a Revolving Credit Facility Default, Term Loan Default or Additional Pari Passu Loan Default has occurred and is continuing, by either (a) in the case of a Revolving Credit Facility Default, the Revolving Credit Facility Administrative Agent or the Revolving Credit Facility Collateral Agent to the Term Loan Collateral Agent and each Additional Pari Passu Debt Representative; (b) in the case of a Term Loan Default, the Term Loan Administrative Agent or the Term Loan Collateral Agent to the Revolving Credit Facility Collateral Agent and each Additional Pari Passu Debt Representative or (c) in the case of an Additional Pari Passu Loan Default, such applicable Additional Pari Passu Debt Representative to the Term Loan Collateral Agent, Revolving Credit Facility Collateral Agent and each other Additional Pari Passu Debt Representative, in each case, announcing that an Enforcement Period has commenced, specifying the relevant event of default, stating the current balance of the Revolving Credit Obligations, the Term Loan Obligations or the applicable Additional Pari Passu Obligations, as applicable, and requesting the current balance of the Term Loan Obligations (in the case of a notice sent by the Revolving Credit Facility Collateral Agent) or the Revolving Credit Obligations (in the case of a notice sent by the Term Loan Collateral Agent), as applicable.

“Enforcement Period” means the period of time following the receipt by any of the Revolving Credit Facility Administrative Agent, the Term Loan Administrative Agent or any Additional Pari Passu Debt Representative of an Enforcement Notice until the earliest of (i) in the case of an Enforcement Period commenced by the Term Loan Collateral Agent, the Discharge of Term Loan Obligations, (ii) in the case of an Enforcement Period commenced by the Revolving Credit Facility Administrative Agent or the Revolving Credit Facility Collateral Agent, the Discharge of Revolving Credit Obligations, (iii) in the case of an Enforcement Period commenced by any Additional Pari Passu Debt Representative, the Discharge of Additional Pari Passu Obligations of such Series, (iv) the Revolving Credit Facility Administrative Agent, the Term Loan Administrative Agent or any Additional Pari Passu Debt Representative (as applicable) agrees in writing to terminate the Enforcement Period, or (v) the date on which the Revolving Credit Facility Default, the Term Loan Default or the Additional Pari Passu Loan Default that was the subject of the Enforcement Notice relating to such Enforcement Period has been cured to the satisfaction of the Revolving Credit Facility Agent (in the case of a Revolving Credit Facility Default), or the Term Loan Administrative Agent (in the case of a Term Loan Default), or the applicable Additional Pari Passu Debt Claimholders (in the case of a Additional Pari Passu Loan Default), as applicable, or waived in writing in accordance with the requirements of the applicable Credit Agreement.

“Equipment” means:  (i) all “equipment” (as defined in Article 9 of the UCC), (ii) all machinery, manufacturing equipment, data processing equipment, computers, office equipment, furnishings, furniture, appliances, “fixtures” (as defined in Article 9 of the UCC) and tools (in each case, regardless of whether characterized as equipment under the UCC) and (iii) all accessions or additions thereto, all parts thereof, whether or not at any time of determination incorporated or installed therein or attached thereto, and all replacements therefor, wherever located, now or hereafter existing, including any fixtures.

“Fixed Asset Collateral” means all Collateral other than the Current Asset Collateral and including all:  (a) Equipment; (b) Real Estate Assets; (c) Intellectual Property; (d) Fixed Asset General Intangibles; (e) documents of title related to Equipment; (f) Records, “supporting obligations” (as defined in Article 9 of the UCC), commercial tort claims or other claims and causes of action, in each case, to the extent related primarily to any of the foregoing; (g) Capital Stock owned by any Grantor and Intercompany Notes; and (h) substitutions, replacements, accessions, products and proceeds (including insurance proceeds, licenses, royalties, income, payments, claims, damages and proceeds of suit) of any or all of the foregoing.

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“Fixed Asset General Intangibles” means all General Intangibles which are not Current Asset General Intangibles.

“GAAP” means generally accepted accounting principles in the United States applied on a consistent basis.

“General Intangibles” means all present and future “general intangibles” (as defined in Article 9 of the UCC), but excluding “payment intangibles” (as defined in Article 9 of the UCC), Hedging Agreements and Intellectual Property and any rights thereunder.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Grantors” means the (i) Company, (ii) each of the Term Loan Subsidiary Guarantors, (iii) each other Person that has or from time to time hereafter guarantees any of the Term Loan Obligations and executes and delivers a Term Loan Security Document as a “grantor” or “pledgor” (or the equivalent thereof), (iv) each of the Revolving Credit Facility Subsidiary Guarantors that is also a Term Loan Subsidiary Guarantor, (v) each other person that has or from time to time hereafter guarantees any of the U.S. Obligations (as defined in the Revolving Credit Agreement) and executes and delivers a Revolving Credit Facility Guarantor Security Document as a “grantor” or “pledgor” (or the equivalent thereof) (but only if such person has also guaranteed or provided security for the Term Loan Obligations); (vi) each of the Additional Pari Passu Subsidiary Guarantors, and (vii) and each other person that has or from time to time hereafter guarantees any of the Additional Pari Passu Obligations as a “grantor” or “pledgor” (or the equivalent thereof) (but only if such person has also guaranteed or provided security for the Term Loan Obligations and the Revolving Credit Obligations).

“GSCP” has the meaning assigned to that term in the Recitals to this Agreement.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement and all other similar agreements or arrangements designed to alter the risks of any Person arising from fluctuations in interest rate, currency values or commodity prices.

“Indebtedness” means and includes all Obligations that constitute “Indebtedness” within the meaning of the Term Loan Agreement or the Revolving Credit Agreement, as applicable.

“Insolvency or Liquidation Proceeding” means:

(a) any voluntary or involuntary case or proceeding under the Bankruptcy Code or any other Bankruptcy Law with respect to any Grantor;

(b) any other voluntary or involuntary insolvency, reorganization, winding-up or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to a material portion of their respective assets (other than any merger or consolidation, liquidation or dissolution not involving bankruptcy or insolvency that is expressly permitted pursuant to Section 6.03 of the Term Loan Agreement and of the Revolving Credit Agreement and the comparable provision, if any, of any Additional Pari Passu Loan Agreement);

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(c) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy (other than any merger or consolidation, liquidation or dissolution not involving bankruptcy or insolvency that is expressly permitted pursuant to Section 6.03 of the Term Loan Agreement and of the Revolving Credit Agreement and the comparable provision, if any, of any Additional Pari Passu Loan Agreement);

(d) any case or proceeding seeking arrangement, adjustment, protection, relief or composition of any debt or other property of any Grantor;

(e) any case or proceeding seeking the entry of an order of relief or the appointment of a custodian, receiver, trustee or other similar proceeding with respect to any Grantor or any property or Indebtedness of any Grantor;

(f) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor; or

(g) any analogous step or procedure under applicable laws of any jurisdiction.

“Instruments” means all present and future “instruments” (as defined in Article 9 of the UCC).

“Intellectual Property” means, collectively, with respect to any Grantor, all intellectual and similar property rights of every kind and nature, whether arising under United States, multinational or foreign laws or otherwise, including Patents, Copyrights, Intellectual Property Licenses, Trademarks, Trade Secrets, intangible rights in software and databases not otherwise included in the foregoing, and all rights corresponding thereto throughout the world (including the right to sue and to collect proceeds), and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and Books and Records describing or used in connection with, any of the foregoing.

“Intellectual Property Licenses” means, collectively, with respect to each Grantor, all agreements pursuant to which such Grantor receives or grants any right in, to, or under Intellectual Property, including license agreements, distribution agreements and covenants not to sue (regardless of whether such agreements and covenants are contained within an agreement that also covers other matters, such as development or consulting) with respect to any Patent, Trademark, Copyright, Trade Secrets or other Intellectual Property, whether such Grantor is a licensor or licensee, distributor or distributee under any such agreement, together with any and all (i) amendments, renewals, extensions, supplements and continuations thereof, and (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable there-under and with respect thereto including damages and payments for past, present or future infringements or violations thereof.

“Intercompany Notes” means all indebtedness owing by any of the Company or its Subsidiaries to any Grantor, whether or not represented by a note or agreement.

“Intercreditor Agreement Joinder” means an agreement substantially in the form of Exhibit A attached hereto.

“Inventory” mean all present and future “inventory” (as defined in Article 9 of the UCC), and in any event, including all goods held for sale or lease or to be furnished under contracts of service or so leased or furnished, all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such

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inventory or otherwise used or consumed in any Grantor’s business; the purchaser’s interest in any goods being manufactured pursuant to any contract or other arrangement with a supplier, all goods in transit from suppliers (whether or not evidenced by a document of title); all goods in which any Grantor has an interest in mass or a joint or other interest or right of any kind; and all goods which are returned to or repossessed by any Grantor, all computer programs embedded in any goods and all accessions thereto and products thereof (in each case, regardless of whether characterized as inventory under the UCC).

“Lender” means each Term Loan Lender, each Revolving Credit Lender and each Additional Pari Passu Lender.

“Letter of Credit” means any present and future “letter of credit” (as defined in Article 5 of the UCC).

“Letter of Credit Right” means any present and future “letter-of-credit right” (as defined in Article 9 of the UCC).

“Lien” means, with respect to any Property, (a) any mortgage, deed of trust, deed to secure debt, lien, pledge, encumbrance, charge, assignment, hypothecation or security interest in or on such Property, or any arrangement to provide priority or preference or any filing of any financing statement under the UCC or any other similar notice of lien under any similar notice or recording statute of any Governmental Authority, including any easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such Property, (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities, (d) in the case of any investment property or deposit account, any contract or other agreement under which any third party has the right to control such investment property or deposit account and (e) any other agreement intended to give or create any of the foregoing.

“Mortgaged Premises” means any Real Estate Asset which shall now or hereafter be subject to a Term Loan Mortgage or an Additional Pari Passu Mortgage.

“New Agent” has the meaning assigned to that term in Section 5.5.

“New Debt Notice” has the meaning assigned to that term in Section 5.5.

“Notice of Occupancy” has the meaning assigned to that term in Section 3.3(b).

"Notifying Agent" has the meaning assigned to such term in Section 3.3(b).

“Obligations” means all Revolving Credit Obligations, all Term Loan Obligations and all Additional Pari Passu Obligations.

“Patents” means, collectively, all United States and foreign patents, patent applications, certificates of inventions, and industrial designs, together with any and all (i) rights and privileges arising under applicable law with respect to any of the foregoing, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations extensions and continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or other violations thereof, (v) rights corresponding thereto throughout the world and (vi) rights to sue for past, present or future infringements or other violations thereof.

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“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“Plan” means any “Plan” as defined in the Term Loan Agreement.

“Pledged Collateral” has the meaning assigned to that term in Section 5.4(a).

“Post-Petition Interest” means interest, fees, expenses and other charges that pursuant to the Term Loan Agreement, the Revolving Credit Agreement or any Additional Pari Passu Loan Agreement, continue to accrue after the commencement of any Insolvency or Liquidation Proceeding or would continue to accrue but for the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest, fees, expenses and other charges are allowed or allowable under the Bankruptcy Law or in any such Insolvency or Liquidation Proceeding.

“Property” or “property” means any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including any ownership interests of any Person.

“Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Grantor in any Real Property.

“Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Records” means all present and future “records” (as defined in Article 9 of the UCC).

“Recovery” has the meaning assigned to that term in Section 6.4.

“Refinance” means, in respect of any Indebtedness, to refinance (including by means of sale of debt securities to institutional investors), extend, increase, renew, defease, amend, modify, supplement, restructure, replace (whether upon termination or otherwise), refund or repay, or to issue other Indebtedness, in exchange or replacement for, such Indebtedness in whole or in part, and the terms “Refinanced” and “Refinancing” shall have meanings correlative thereto.

“Revolving Credit Agreement” has the meaning assigned to that term in the Recitals to this Agreement.

“Revolving Credit Claimholders” means, at any relevant time, the holders of Revolving Credit Obligations at that time, including the Revolving Credit Lenders, the Issuers (as defined in the Revolving Credit Agreement), the agents under the Revolving Credit Facility Credit Documents, any Revolving Credit Facility Approved Counterparties.

“Revolving Credit Commitments” means the “Revolving Credit Commitments” (as such term is defined in the Revolving Credit Agreement).

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“Revolving Credit Facility Administrative Agent” has the meaning assigned to that term in the preamble to this Agreement.

“Revolving Credit Facility Agents” means the Revolving Credit Facility Administrative Agent and the Revolving Credit Facility Collateral Agent.

“Revolving Credit Facility Approved Counterparty” means the Revolving Credit Facility Administrative Agent, any Revolving Credit Facility Lender or any Affiliate of any of them.

“Revolving Credit Facility Borrowers” means the Company, Solutia Europe SPRL/BVBA, a private limited liability company incorporated under Belgian law with registered office Chaussée de Boondael 6, 1050 Bruxelles, registered with the Crossroads Bank for Enterprises under number 0460.474.440, Commercial Court of Brussels (formerly known as Solutia Europe SA/NV, a limited liability company) (“Solutia Europe”); Flexsys SA/NV, a Belgian limited liability company (“société anonyme”/“naamloze vennootschap”), having its registered office at Boondaalsesteenweg 6, 1050 Brussels, Belgium and registered with the Legal Entities Register (RPM/RPR Brussels) under enterprise number 454.045.419, and any other Person that becomes a “Borrower” under the Revolving Credit Agreement in accordance with the terms thereof.

“Revolving Credit Facility Cap Amount” means $450.0 million.

“Revolving Credit Facility Collateral Agent” has the meaning assigned to that term in the preamble to this Agreement.

“Revolving Credit Facility Credit Documents” means the Revolving Credit Agreement and the other “Loan Documents” (as defined in the Revolving Credit Agreement), each Cash Management Document and each of the other agreements, documents and instruments providing for or evidencing any other Revolving Credit Obligation, and any other document or instrument executed or delivered at any time in connection with any Revolving Credit Obligations, including any intercreditor or joinder agreement among holders of Revolving Credit Obligations to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, increased, modified, replaced, renewed, extended or Refinanced from time to time in accordance with the provisions of this Agreement.

“Revolving Credit Facility Default” means an “Event of Default” (as defined in the Revolving Credit Agreement).

“Revolving Credit Facility Grantor Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted or purported to be granted under the Revolving Credit Grantor Security Documents as security for any Revolving Credit Obligations.

“Revolving Credit Facility Grantor Security Documents” means each Revolving Credit Facility Security Document with respect to which any Grantor is a party.

“Revolving Credit Facility Security Documents” means the “Security Documents” (as defined in the Revolving Credit Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted or purported to be granted to secure any Revolving Credit Obligations or under which rights or remedies with respect to such Liens are governed.

“Revolving Credit Facility Subsidiary Guarantor” means a “Subsidiary Guarantor” (as defined in the Revolving Credit Agreement).

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“Revolving Credit Lenders” means the “Lenders” under and as defined in the Revolving Credit Agreement.

“Revolving Credit Obligations” means, collectively, (a) the loans made under the Revolving Credit Agreement, reimbursement obligations in respect of letters of credit, bank guarantees and similar instruments issued or otherwise outstanding under the Revolving Credit Agreement and all other amounts, obligations, covenants and duties owing by the Revolving Credit Facility Borrowers and any Revolving Credit Facility Subsidiary Guarantors to any Revolving Credit Facility Agent, any Revolving Credit Lender, any Affiliate of any of them or any “Indemnitee” (as defined in the Revolving Credit Agreement), of every type and description (whether by reason of an extension of credit, loan, guaranty, indemnification or otherwise), present or future, arising under the Revolving Credit Agreement or any other Revolving Credit Facility Credit Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, including all fees, interest (including interest accruing after the maturity of the loans under the Revolving Credit Agreement and Post-Petition Interest), charges, expenses, attorneys’ fees and disbursements and other sums chargeable to the Revolving Credit Facility Borrowers or any Revolving Credit Facility Subsidiary Guarantors under the Revolving Agreement or any other Revolving Credit Facility Credit Document and (b) the due and punctual payment and performance of all Cash Management Obligations of the Revolving Credit Facility Borrowers and any Revolving Credit Facility Subsidiary Guarantors.

Notwithstanding the foregoing, if the sum of (x) the aggregate principal amount of Indebtedness constituting principal outstanding under the Revolving Credit Agreement and the other Revolving Credit Facility Credit Documents (other than Indebtedness in respect of Cash Management Obligations of the Revolving Credit Facility Borrowers and the Revolving Credit Facility Subsidiary Guarantors ) plus (y) the aggregate face amount of any outstanding letters of credit, bank guarantees and similar instruments issued under the Revolving Credit Agreement, exceeds the Revolving Credit Facility Cap Amount, then only that portion of such Indebtedness and such aggregate face amount of letters of credit, bank guarantees and similar instruments equal to the Revolving Credit Facility Cap Amount plus Cash Management Obligations of the Revolving Credit Facility Borrowers and the Revolving Credit Facility Subsidiary Guarantors shall be included in Revolving Credit Obligations and interest, fees, expenses and indemnification obligations with respect to such Indebtedness and letters of credit, bank guarantees and similar instruments shall only constitute Revolving Credit Obligations to the extent related to Indebtedness and the face amounts of letters of included in the Revolving Credit Obligations; provided that notwithstanding the foregoing, “Revolving Credit Obligations” shall include, if applicable, Indebtedness pursuant to a DIP Financing to the extent permitted pursuant to Section 6.1(a).

“Revolving Credit Standstill Period” has the meaning assigned to that term in Section 3.2(a)(1).

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Accounts” means all present and future “securities accounts” (as defined in Article 8 of the UCC), including all cash, funds, “uncertificated securities” and “securities entitlements” (in each case, as defined in Article 8 of the UCC) from time to time held therein or on deposit therein.

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“Series” means, with respect to any Additional Pari Passu Obligations, each Additional Pari Passu Obligations incurred pursuant to any Additional Pari Passu Loan Agreement, which pursuant to any Additional Joinder Agreement are intended to constitute Additional Pari Passu Obligations hereunder.

“Subsidiary” means, with respect to any Person (“parent”), (i) any corporation, limited liability company, association or other business entity of which more than 50% of the outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors of such corporation, limited liability company, association or other business entity (irrespective of whether at the time any other class or classes of Capital Stock of such corporation, limited liability company, association or other business entity shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by the parent, by the parent and one or more other Subsidiaries of the parent, or by one or more other Subsidiaries of the parent; (ii) any partnership of which more than 50% of the outstanding partnership interests having the power to act as a general partner of such partnership (irrespective of whether at the time any partnership interests other than general partnership interests of such partnership shall or might have voting power upon the occurrence of any contingency) are at the time directly or indirectly owned by the parent, by the parent and one or more other Subsidiaries of the parent, or by one or more other Subsidiaries of the parent; or (iii) any other Person that is otherwise Controlled by the parent, by the parent and one or more other Subsidiaries of the parent, or by one or more other Subsidiaries of the parent.  Unless otherwise indicated, when used in this Agreement, the term “Subsidiary” shall refer to a Subsidiary of the Company.

“Term Loan Administrative Agent” has the meaning assigned to that term in the preamble to this Agreement.

“Term Loan Agents” means the Term Loan Administrative Agent and the Term Loan Collateral Agent.

“Term Loan Agreement” has the meaning assigned to that term in the Recitals to this Agreement, provided that, for purposes of this Agreement only, no Additional Pari Passu Credit Document shall be deemed to be a Term Loan Agreement.

“Term Loan Approved Counterparty” means the counterparty to a Term Loan Hedging Agreement entered into by the Company or any Term Loan Subsidiary Guarantor.

“Term Loan Cap Amount” means, at any time, $1.45 billion minus the Indebtedness constituting outstanding principal with respect to any Additional Pari Passu Obligations.

“Term Loan Claimholders” means, at any relevant time, the holders of Term Loan Obligations at that time, including the Term Loan Lenders, the agents under the Term Loan Credit Documents, any Term Loan Approved Counterparties.

“Term Loan Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted or purported to be granted under any Term Loan Security Documents as security for any Term Loan Obligations.

“Term Loan Collateral Agent” has the meaning assigned to that term in the preamble to this Agreement.

“Term Loan Credit Documents” means the Term Loan Agreement and the other “Loan Documents” (as defined in the Term Loan Agreement), each Term Loan Hedging Agreement and each of

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the other agreements, documents and instruments providing for or evidencing any other Term Loan Obligation, and any other document or instrument executed or delivered at any time in connection with any Term Loan Obligations, including any intercreditor or joinder agreement among holders of Term Loan Obligations, to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed, increased, replaced, extended or Refinanced from time to time in accordance with the provisions of this Agreement, provided that, for purposes of this Agreement only, no Additional Pari Passu Credit Document shall be deemed to be a Term Loan Credit Document.

“Term Loan Default” means an “Event of Default” (as defined in the Term Loan Agreement).

“Term Loan Hedging Agreement” means each “Pari Passu Secured Hedging Agreement” (as defined in the Term Loan Agreement).

“Term Loan Lenders” means the “Lenders” under and as defined in the Term Loan Agreement.

“Term Loan Mortgages” means a collective reference to each mortgage, deed of trust and other document or instrument under which any Lien on any Real Estate Asset owned by any Grantor is granted to secure any Term Loan Obligations or under which rights or remedies with respect to any such Liens are governed.

“Term Loan Obligations” means, collectively, (a) the loans made under the Term Loan Agreement and all other amounts, obligations, covenants and duties owing by the Company and any Term Loan Subsidiary Guarantors to any Term Loan Agent, any Term Loan Lender, any Affiliate of any of them or any “Indemnitee” (as defined in the Term Loan Agreement), of every type and description (whether by reason of an extension of credit, loan, guaranty, indemnification or otherwise), present or future, arising under the Term Loan Agreement or any other Term Loan Credit Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, including all fees, interest (including interest accruing after the maturity of the loans under the Term Loan Agreement and Post-Petition Interest), charges, expenses, attorneys’ fees and disbursements and other sums chargeable to the Company or any Term Loan Subsidiary Guarantor under the Term Loan Agreement or any other Term Loan Credit Document and (b) the due and punctual payment and performance of all obligations of the Company and the Term Loan Subsidiary Guarantors under each Term Loan Hedging Agreement.

Notwithstanding the foregoing, if the aggregate amount of Indebtedness constituting principal outstanding under the Term Loan Agreement and the other Term Loan Credit Documents (other than Indebtedness in respect of Term Loan Hedging Agreements) is in excess of the Term Loan Cap Amount, then only that portion of such Indebtedness equal to the Term Loan Cap Amount plus obligations in respect of Term Loan Hedging Agreements shall be included in Term Loan Obligations and interest, fees, expenses and indemnification obligations with respect to such Indebtedness shall only constitute Term Loan Obligations to the extent related to Indebtedness included in the Term Loan Obligations; provided that notwithstanding the foregoing, “Term Loan Obligations” shall include, if applicable, Indebtedness pursuant to a DIP Financing to the extent permitted pursuant to Section 6.1(b).

“Term Loan Security Documents” means the “Security Documents” (as defined in the Term Loan Agreement) and any other agreement, document or instrument pursuant to which a Lien is granted or purported to be granted to secure any Term Loan Obligations or under which rights or remedies with respect to such Liens are governed.

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“Term Loan/Additional Pari Passu Standstill Period” has the meaning assigned to that term in Section 3.1(a)(1).

“Term Loan Subsidiary Guarantor” means a “Subsidiary Guarantor” (as defined in the Term Loan Agreement).

“Trademarks” means, collectively, all United States, state, and foreign trademarks,  service marks, certification marks, slogans, logos, certification marks, trade dress, internet domain names, corporate names, trade names, and other source or business identifiers, whether registered or unregistered (whether statutory or common law and whether established or registered in the United States or any other country or any political subdivision thereof), together with any and all (i) registrations and applications for any of the foregoing, (ii) good-will connected with the use thereof and symbolized thereby, (iii) rights and privileges arising under applicable law with respect to the use of any of the foregoing, (iv) renewals thereof and amendments thereto, (v) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements, dilutions or other violations thereof, (vi) rights corresponding thereto throughout the world and (vii) rights to sue for past, present and future infringements, dilutions or other violations thereof.

“Trade Secrets” means all trade secrets and all other confidential or proprietary information and know-how, whether or not such information has been reduced to a writing or other tangible form, together with all (i) rights and privileges arising under applicable law with respect to the use of any of the foregoing, (ii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future misappropriation or other violations thereof, (iii) rights corresponding thereto throughout the world and (iv) rights to sue for past, present and future misappropriation or other violations thereof.

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided that in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of any Collateral Agent’s or any secured party’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect from time to time in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

1.2. Terms Generally.  The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise:

(a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, modified, renewed or extended;

(b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns;

(c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

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(d) all references herein to Sections shall be construed to refer to Sections of this Agreement;

(e) all references to terms defined in the UCC in effect in the State of New York shall have the meaning ascribed to them therein (unless otherwise specifically defined herein); and

(f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 2.  Lien Priorities.

2.1Relative Priorities.  Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Term Loan Obligations granted on the Collateral, any Liens securing any Additional Pari Passu Obligations granted on the Collateral (or any portion thereof) or of any Liens securing the Revolving Credit Obligations granted on the Collateral and notwithstanding any provision of any UCC, or any other applicable law or the Revolving Credit Facility Credit Documents, the Term Loan Credit Documents or any of the Additional Pari Passu Credit Documents or any defect or deficiencies in, or failure to perfect, the Liens securing the Revolving Credit Obligations, the Term Loan Obligations or any Additional Pari Passu Obligations or any or any other circumstance whatsoever, the Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, the Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders and each Additional Pari Passu Debt Representative, on behalf of itself and the applicable Series of Additional Pari Passu Claimholders, hereby agree that:

(a)any Lien on the Current Asset Collateral securing any Revolving Credit Obligations, whether now or hereafter held by or on behalf of the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, operation and all other respects to all Liens on the Current Asset Collateral securing any Term Loan Obligations or any Additional Pari Passu Obligations;

(b)any Lien on the Fixed Asset Collateral securing any (i) Term Loan Obligations, whether now or hereafter held by or on behalf of the Term Loan Collateral Agent, any Term Loan Claimholders or any agent or trustee therefor or (ii) any Additional Pari Passu Obligations, whether now or hereafter held by or on behalf of the any Additional Pari Passu Debt Representative, any Additional Pari Passu Claimholders or any agent or trustee therefore, in each case regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in right, priority, operation and all other respects to all Liens on the Fixed Asset Collateral securing any Revolving Credit Obligations; and

(c)any Lien on the Collateral securing any Term Loan Obligations whether now or hereafter held by or on behalf of the Term Loan Collateral Agent, any Term Loan Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be pari passu in right, priority, operation and all other respects to all Liens on the Collateral securing any Additional  Pari Passu Obligations, whether now or hereafter held by or on behalf of such Additional Pari Passu Debt Representative, such Additional Pari Passu Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise.

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2.2Prohibition on Contesting Liens.  Each of the Term Loan Collateral Agent, for itself and on behalf of each Term Loan Claimholder, each Additional Pari Passu Debt Representative, for itself and on behalf of each applicable Series of Additional Pari Passu Claimholders and the Revolving Credit Facility Collateral Agent, for itself and on behalf of each Revolving Credit Claimholder, agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Revolving Credit Claimholders, any of the Term Loan Claimholders or any of the Additional Pari Passu Claimholders in the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of either Agent or any Revolving Credit Claimholder, Term Loan Claimholder of any Additional Pari Passu Claimholder to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Obligations as provided in Sections 2.1, 3.1 and 3.2.  The Term Loan Collateral Agent, for itself and on behalf of each Term Loan Claimholder, and each Additional Pari Passu Debt Representative, on behalf of itself and the applicable series of Additional Pari Passu Claimholders acknowledges that the  Revolving Credit Obligations are secured by collateral granted by European Loan Parties (as such term is defined in the Revolving Credit Agreement) and, in furtherance of this agreement, agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Revolving Credit Claimholders in any such collateral.

2.3No New Liens.  So long as the Discharge of Revolving Credit Obligations, the Discharge of Term Loan Obligations and the Discharge of Additional Pari Passu Obligations have not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against one or more of the Company or any other Grantor, the parties hereto agree that neither the Company nor any other Grantor nor any other Subsidiary that is required to be a Grantor pursuant to the terms of the Term Loan Credit Documents, shall:

(a)grant or permit any Liens on any of its property to secure any Term Loan Obligations unless it has granted or concurrently grants a Lien on such property to secure the Revolving Credit Obligations and, to the extent applicable and constituting property that is Common Collateral or is of the type that is meant to be security for such Additional Pari Passu Obligations, any Series of Additional Pari Passu Obligations; or

(b)grant or permit any Liens on any of its property to secure any Revolving Credit Obligations (other than cash collateralization of Revolving Credit Obligations consisting of Letters of Credit (as such term is defined in the Revolving Credit Agreement) unless it has granted or concurrently grants a Lien on such property to secure the Term Loan Obligations or, to the extent applicable and constituting property that is Common Collateral or is of the type that is meant to be security for such Additional Pari Passu Obligations, any Series of Additional Pari Passu Obligations; or

(c)grant or permit any Liens on any of its property to secure any Series of Additional Pari Passu Obligations unless it has granted or concurrently grants Liens on such property to secure the Term Loan Obligations and the Revolving Credit Obligations pursuant to the terms of such Credit Agreements.

To the extent any additional Liens are granted on any asset or property pursuant to this Section 2.3, the priority of such additional Liens shall be determined in accordance with Section 2.1.  In addition, to the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available hereunder, the Revolving Credit Facility Collateral Agent, on behalf of the Revolving Credit Claimholders, the Term Loan Collateral Agent, on behalf of the Term Loan

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Claimholders, and each Additional Pari Passu Debt Representative, on behalf of the applicable Additional Pari Passu Claimholders, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.

2.4Similar Liens and Agreements.  The parties hereto agree that it is their intention that the Revolving Credit Facility Grantor Collateral, the Term Loan Collateral and the Additional Pari Passu Collateral be identical (other than (i) cash collateralization of Revolving Credit Obligations consisting of Letters of Credit (as such term is defined in the Revolving Credit Agreement) pursuant to the terms of the Revolving Credit Agreement and (ii) in the case of Additional Pari Passu Obligations, property that is not Common Collateral or is not of the type of property that is meant to be security for such Additional Pari Passu Obligations).  In furtherance of the foregoing and of Section 8.8, the parties hereto agree, subject to the other provisions of this Agreement (including Section 5.3):

(a)upon request by the Revolving Credit Facility Collateral Agent, the Term Loan Collateral Agent or any Additional Pari Passu Debt Representative, to cooperate in good faith from time to time in order to determine the specific items included in the Revolving Credit Facility Grantor Collateral, the Term Loan Collateral and the applicable Additional Pari Passu Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the Revolving Credit Facility Credit Documents, the Term Loan Credit Documents and the Additional Pari Passu Credit Documents; and

(b)that the Revolving Credit Facility Grantor Security Documents, the Term Loan Security Documents and the Additional Pari Passu Security Documents and guarantees delivered by Grantors for the Revolving Credit Obligations, the Term Loan Obligations and, to the extent applicable and practicable, Additional Pari Passu Obligations, subject to Section 5.3, shall be in all material respects the same forms of documents other than with respect to differences to reflect the nature of the lending arrangements and the respective Obligations secured thereunder and, to the extent relevant, the priority of the Liens granted thereunder with respect to the Fixed Asset Collateral and the Current Asset Collateral (and, in the case of Additional Pari Passu Obligations, any differences reflecting that such Obligations may be secured by only a subset of the Collateral).

SECTION 3.  Enforcement.

3.1Exercise of Remedies – Restrictions on the Term Loan Collateral Agent and Additional Pari Passu Debt Representatives.

(a)Until the Discharge of Revolving Credit Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Term Loan Collateral Agent, the Term Loan Claimholders, the Additional Pari Passu Debt Representatives and the Additional Pari Passu Claimholders:

(1)will not seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, or otherwise exercise or seek to exercise any rights or remedies with respect to any Current Asset Collateral (including the exercise of any right of setoff or any right under any Account Agreement with respect to Deposit Accounts or Securities Accounts) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided that the Term Loan Collateral Agent or any Additional Pari Passu Debt Representative may exercise any or all such rights or remedies after the passage of a period of at least 180 days has elapsed since the later of: (A) the date on which any Term Loan Agent or Additional Pari Passu Debt Representative, as applicable, first declared the existence of a Term Loan Default or an Additional Pari Passu Loan Default, as applicable, and demanded the repayment of all the principal amount of any

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Term Loan Obligations or applicable Additional Pari Passu Obligations, as applicable; and (B) the date on which the Revolving Credit Facility Administrative Agent and the other Additional Pari Passu Debt Representatives received notice from the Term Loan Collateral Agent or any Additional Pari Passu Debt Representative of such declaration of a Term Loan Default or an Additional Pari Passu Loan Default, as applicable, and demand for repayment (the “Term Loan/Additional Pari Passu Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall any of the Term Loan Collateral Agent, the Term Loan Claimholder, Additional Pari Passu Debt Representative or Additional Pari Passu Claimholder exercise any rights or remedies with respect to the Current Asset Collateral (unless (x) the final step triggering the “one action rule” or any similar legal provision in any applicable state has occurred and (y) the applicable Term Loan Claimholder or Additional Pari Passu Claimholder has provided written notice to the Revolving Credit Claimholders and any other Additional Pari Passu Claimholders no later than five days prior to the commencement of such final step of its exercise of any rights or remedies permitted hereunder) if, notwithstanding the expiration of the Term Loan/Additional Pari Passu Standstill Period, the Revolving Credit Facility Collateral Agent or Revolving Credit Claimholders shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of such Collateral (prompt notice of such exercise to be given to the Term Loan Collateral Agent and any applicable Additional Pari Passu Debt Representative);

(2)will not contest, protest or object to, or otherwise interfere with, any foreclosure proceeding or action brought by the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder or any other exercise by the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder of any rights and remedies relating to the Current Asset Collateral, whether under the Revolving Credit Facility Credit Documents or otherwise; and

(3)subject to their rights under clause (a)(1) above and except as may be permitted in Section 3.1(c), will not object to the forbearance by the Revolving Credit Facility Collateral Agent or any of the Revolving Credit Claimholders from bringing or pursuing any Collateral Enforcement Action;

provided that, in the case of (1), (2) and (3) above, the Liens granted to secure the Term Loan Obligations of the Term Loan Claimholders and the Additional Pari Passu Obligations of the Additional Pari Passu Claimholders shall attach to the Proceeds of Collateral (and of Common Collateral, in the case of Additional Pari Passu Obligations) resulting from any such actions taken by the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder in accordance with this Agreement (after giving effect to any proper application of such Proceeds to the Revolving Credit Obligations) subject to the relative priorities described in Section 2.

(b)Until the Discharge of Revolving Credit Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, and each Additional Pari Passu Debt Representative, for itself and on behalf of the applicable Additional Pari Passu Claimholders, agrees that the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and, in connection therewith (including voluntary Dispositions of Current Asset Collateral by the respective Grantors after a Revolving Credit Facility Default) make determinations regarding the release, disposition, or restrictions with respect to the Current Asset Collateral (including exercising remedies under Account Agreements with respect to Deposit Accounts or Securities Accounts) without any consultation with or the consent of the Term Loan Collateral Agent, any Term Loan Claimholder, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholder; provided that the Lien securing the Term Loan Obligations and Additional Pari Passu Obligations shall remain on the Proceeds of Common

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Collateral (other than those properly applied to the Revolving Credit Obligations) of such Collateral released or disposed of subject to the relative priorities described in Section 2.  In exercising rights and remedies with respect to the Current Asset Collateral, the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, and each Additional Pari Passu Debt Representative, for itself and on behalf of the applicable Additional Pari Passu Claimholders agrees that the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders may enforce the provisions of the Revolving Credit Facility Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion.  Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of the Current Asset Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC (and any similar or equivalent legislation of any applicable jurisdiction outside the United States) and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction.

(c)Notwithstanding the foregoing, the Term Loan Collateral Agent, and any Term Loan Claimholder, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholder may:

(1)file a claim or statement of interest with respect to the Term Loan Obligations or the applicable Additional Pari Passu Obligations, as applicable; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor;

(2)take any action in order to create, perfect, preserve or protect its Lien on any of the Collateral; provided that such action shall not be inconsistent with the terms of this Agreement and shall not be adverse to the priority status of the Liens on the Current Asset Collateral, or the rights of the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders to exercise remedies in respect thereof;

(3)file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Term Loan Claimholders or the applicable Additional Pari Passu Claimholders, as applicable, including any claims secured by the Current Asset Collateral, if any, in each case in accordance with the terms of this Agreement;

(4)file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement;

(5)vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Term Loan Obligations or the applicable Additional Pari Passu Obligations and the Fixed Asset Collateral (that, in the case of Additional Pari Passu Obligations, constitutes Common Collateral);

(6)exercise any of its rights or remedies with respect to any of the Collateral after the termination of the Term Loan/Additional Pari Passu Standstill Period to the extent permitted by Section 3.1(a)(1); and

(7)make a cash bid on all or any portion of the Collateral in any foreclosure proceeding or action.

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The Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders, and each Additional Pari Passu Debt Representative, on behalf of itself and the applicable Additional Pari Passu Claimholders, agrees that it will not take or receive any Current Asset Collateral or any Proceeds of such Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any such Collateral in its capacity as a creditor in violation of this Agreement.  Without limiting the generality of the foregoing, unless and until, the Discharge of Revolving Credit Obligations has occurred, except as expressly provided in this Section 3.1(c) and Sections 3.1(a) and 6.3(c)(1), the sole right of the Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholder with respect to the Current Asset Collateral is to hold a Lien on such Collateral pursuant to the Term Loan Security Documents or the applicable Additional Pari Passu Security Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Revolving Credit Obligations has occurred.

(d)Subject to Sections 3.l(a), 3.1(c) and 6.3(c)(1):

(1)(x) the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, agrees that the Term Loan Collateral Agent and the Term Loan Claimholders will not, and (y) each Additional Pari Passu Debt Representative, for itself and on behalf of the applicable Additional Pari Passu Claimholders, agrees that such Additional Pari Passu Debt Representative and such applicable Additional Pari Passu Claimholders will not, except as not prohibited herein, take any action that would hinder any exercise of remedies under the Revolving Credit Facility Credit Documents or that is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Current Asset Collateral, whether by foreclosure or otherwise;

(2)(x) the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, hereby waives any and all rights it or the Term Loan Claimholders may have and (y) each Additional Pari Passu Debt Representative, for itself and on behalf of the applicable Additional Pari Passu Claimholders, hereby waives any and all rights it or the applicable Additional Pari Passu Claimholders may have in each case, as a junior lien creditor with respect to the Current Asset Collateral or otherwise to object to the manner in which the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders seek to enforce or collect the Revolving Credit Obligations or the Liens on the Current Asset Collateral securing the Revolving Credit Obligations granted in any of the Revolving Credit Facility Credit Documents or to any action that is not prohibited by this Agreement, regardless of whether any action or failure to act by or on behalf of the Revolving Credit Facility Collateral Agent or Revolving Credit Claimholders is adverse to the interest of the Term Loan Claimholders or such Additional Pari Passu Claimholders; and

(3)(x) the Term Loan Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any of the Term Loan Security Documents or any other Term Loan Credit Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders with respect to the Current Asset Collateral as set forth in this Agreement and the Revolving Credit Facility Credit Documents and (y) each Additional Pari Passu Debt Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any of the applicable Additional Pari Passu Security Documents or any other Additional Pari Passu Credit Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders with respect to the Current Asset Collateral as set forth in this Agreement and the Revolving Credit Facility Credit Documents.

(e)Except as otherwise specifically set forth in Sections 3.1(a), 3.1(d) and 3.5, the Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu Debt

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Representative and any Additional Pari Passu Claimholder may exercise rights and remedies as unsecured creditors against any Grantor (in the case of any Term Loan Claimholders) or the Company and any applicable Additional Pari Passu Subsidiary Guarantors (in the case of any Additional Pari Passu Claimholders) and may exercise rights and remedies with respect to the Fixed Asset Collateral, in each case, in accordance with the terms of the Term Loan Credit Documents or the applicable Additional Pari Passu Credit Documents, as applicable, and applicable law; provided that in the event that any Term Loan Claimholder or any Additional Pari Passu Claimholder becomes a judgment Lien creditor in respect of Current Asset Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Term Loan Obligations or the Applicable Additional Pari Passu Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the Revolving Credit Obligations) as the other Liens securing the Term Loan Obligations and the Additional Pari Passu Obligations are subject to this Agreement.

(f)Nothing in this Agreement shall prohibit the receipt by the Term Loan Collateral Agent, any Term Loan Claimholders, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholder of payments of interest, principal and other amounts owed in respect of the Term Loan Obligations or the applicable Additional Pari Passu Obligations, so long as such receipt is not the direct or indirect result of the exercise by the Term Loan Collateral Agent, any Term Loan Claimholders, any such Additional Pari Passu Debt Representative or any such Additional Pari Passu Claimholders of rights or remedies as a secured creditor (including set-off) or enforcement of any Lien held by any of them, in each case in contravention of this Agreement.  Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders may have against the Grantors under the Revolving Credit Facility Credit Documents, other than with respect to the Fixed Asset Collateral solely to the extent expressly provided herein.

3.2Exercise of Remedies – Restrictions on the Revolving Credit Facility Collateral Agent

(a)Until the Discharge of Term Loan Obligations and the Discharge of Additional Pari Passu Obligations have occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders:

(1)will not seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, or otherwise exercise or seek to exercise any rights or remedies with respect to any Fixed Asset Collateral or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided that the Revolving Credit Facility Collateral Agent may exercise the rights provided for in Section 3.3 (with respect to any Access Period) and may exercise any or all such other rights or remedies after the passage of a period of at least 180 days has elapsed since the later of: (A) the date on which the Revolving Credit Facility Administrative Agent or the Revolving Credit Facility Collateral Agent declared the existence of any Revolving Credit Facility Default and demanded the repayment of all the principal amount of any Revolving Credit Obligations; and (B) the date on which the Term Loan Collateral Agent and each Additional Pari Passu Debt Representative received notice from the Revolving Credit Facility Collateral Agent of such declaration of a Revolving Credit Facility Default and demand for repayment (the “Revolving Credit Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder exercise any rights or remedies (other than those under Section 3.3) with respect to the Fixed Asset Collateral (unless (x) the final step triggering the “one action rule” or any similar legal provision in any applicable state has occurred and (y) the applicable Revolving Credit Claimholder has provided

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written notice to the Term Loan Claimholders and the Additional Pari Passu Claimholders no later than five days prior to the commencement of such final step of its exercise of any rights or remedies permitted hereunder) if, notwithstanding the expiration of the Revolving Credit Standstill Period, the Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu Debt Representative or any Series of Additional Pari Passu Claimholders shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of such Collateral (prompt notice of such exercise to be given to the Revolving Credit Facility Collateral Agent);

(2)will not contest, protest or object to, or otherwise interfere with, any foreclosure proceeding or action brought by the Term Loan Collateral Agent, any Term Loan Claimholder, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholder or any other exercise by the Term Loan Collateral Agent, any Term Loan Claimholder, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholder of any rights and remedies relating to the Fixed Asset Collateral, whether under the Term Loan Credit Documents, any Additional Pari Passu Credit Documents or otherwise; and

(3)subject to their rights under clause (a)(1) above and except as may be permitted in Section 3.2(c), will not object to the forbearance by the Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholder from bringing or pursuing any Collateral Enforcement Action;

provided that in the case of (1), (2) and (3) above, the Liens granted to secure the Revolving Credit Obligations of the Revolving Credit Claimholders shall attach to any Proceeds resulting from any such actions taken by the Term Loan Collateral Agent, any Term Loan Claimholder, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholder in accordance with this Agreement (after giving effect to any proper application of such Proceeds to the Term Loan Obligations and the Additional Pari Passu Obligations) subject to the relative priorities described in Section 2.

(b)Until the Discharge of Term Loan Obligations and the Discharge of any applicable Additional Pari Passu Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that the Term Loan Collateral Agent, the Term Loan Claimholders, the Additional Pari Passu Debt Representatives and the Additional Pari Passu Claimholders (with respect to such Common Collateral only) shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and, in connection therewith (including voluntary Dispositions of Fixed Asset Collateral by the respective Grantors after a Term Loan Default or an Additional Pari Passu Default) make determinations regarding the release, disposition, or restrictions with respect to the Fixed Asset Collateral without any consultation with or the consent of the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder; provided that the Lien securing the Revolving Credit Obligations shall remain on the Proceeds (other than those properly applied to the Term Loan Obligations and the Additional Pari Passu Obligations) of such Collateral released or disposed of subject to the relative priorities described in Section 2.  In exercising rights and remedies with respect to the Fixed Asset Collateral, the Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that the Term Loan Collateral Agent, the Term Loan Claimholders, the Additional Pari Passu Debt Representatives and the Additional Pari Passu Claimholders may enforce the provisions of the Term Loan Credit Documents and the Additional Pari Passu Credit Documents, as applicable, and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion.  Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of the Fixed Asset Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC (and any similar or

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equivalent legislation of any applicable jurisdiction outside the United States) and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction.

(c)Notwithstanding the foregoing, the Revolving Credit Facility Collateral Agent and any Revolving Credit Claimholder may:

(1)file a claim or statement of interest with respect to the Revolving Credit Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor;

(2)take any action in order to create, perfect, preserve or protect its Lien on any of the Collateral; provided that such action shall not be inconsistent with the terms of this Agreement and shall not be adverse to the priority status of the Liens on the Fixed Asset Collateral, or the rights of the Term Loan Collateral Agent, any of the Term Loan Claimholders, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholder to exercise remedies in respect thereof;

(3)file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Revolving Credit Claimholders, including any claims secured by the Fixed Asset Collateral, if any, in each case in accordance with the terms of this Agreement;

(4)file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement;

(5)vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Revolving Credit Obligations and the Current Asset Collateral;

(6)exercise any of its rights or remedies with respect to any of the Collateral after the termination of the Revolving Credit Standstill Period to the extent permitted by Section 3.2(a)(1); and

(7)make a cash bid on all or any portion of the Collateral in any foreclosure proceeding or action.

The Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that it will not take or receive any Fixed Asset Collateral or any Proceeds of such Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any such Collateral in its capacity as a creditor in violation of this Agreement.  Without limiting the generality of the foregoing, unless and until the Discharge of Term Loan Obligations and, to the extent applicable with respect to any specific Common Collateral, the Discharge of Additional Pari Passu Obligations has occurred, except as expressly provided in this Section 3.2(c) and Sections 3.2(a), 3.3 and 6.3(c)(2), the sole right of the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders with respect to the Fixed Asset Collateral is to hold a Lien on such Collateral pursuant to the Revolving Credit Facility Security Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Term Loan Obligations and, to the extent applicable with respect to any specific Common Collateral, the Discharge of Additional Pari Passu Obligations has occurred.

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(d)Subject to Sections 3.2(a), 3.2(c), 3.3 and 6.3(c)(2):

(1)the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, agrees that the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders will not, except as not prohibited herein, take any action that would hinder any exercise of remedies under the Term Loan Credit Documents or the Additional Pari Passu Credit Documents, or that is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Fixed Asset Collateral, whether by foreclosure or otherwise;

(2)the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby waives any and all rights it or the Revolving Credit Claimholders may have as a junior lien creditor with respect to the Fixed Asset Collateral or otherwise to object to the manner in which the Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu Debt Representative or the Additional Pari Passu Claimholders seek to enforce or collect the Term Loan Obligations, or the applicable Additional Pari Passu Obligations, as applicable, or the Liens on the Fixed Asset Collateral securing the Term Loan Obligations granted in any of the Term Loan Credit Documents or to any action that is not prohibited by this Agreement, regardless of whether any action or failure to act by or on behalf of the Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu Debt Representative or the Additional Pari Passu Claimholders is adverse to the interest of the Revolving Credit Claimholders; and

(3)the Revolving Credit Facility Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any of the Revolving Credit Facility Security Documents or any other Revolving Credit Facility Credit Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu Debt Representative or the Additional Pari Passu Claimholders, with respect to the Fixed Asset Collateral as set forth in this Agreement, the Term Loan Credit Documents and the Additional Pari Passu Credit Documents.

(e)Except as otherwise specifically set forth in Sections 3.2(a), 3.2(d) and 3.5, the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders may exercise rights and remedies as unsecured creditors against any Grantor and may exercise rights and remedies with respect to the Current Asset Collateral, in each case, in accordance with the terms of the Revolving Credit Facility Credit Documents and applicable law; provided that in the event that any Revolving Credit Claimholder becomes a judgment Lien creditor in respect of Fixed Asset Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Revolving Credit Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the Term Loan Obligations and, to the extent applicable with respect to any specific Common Collateral, any Additional Pari Passu Obligations) as the other Liens securing the Revolving Credit Obligations are subject to this Agreement.

(f)Nothing in this Agreement shall prohibit the receipt by the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholders of payments of interest, principal and other amounts owed in respect of the Revolving Credit Obligations so long as such receipt is not the direct or indirect result of the exercise by the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholders of rights or remedies as a secured creditor (including set-off) or enforcement of any Lien held by any of them, in each case in contravention of this Agreement.  Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the Term Loan Collateral Agent or the Term Loan Claimholders, any Additional Pari Passu Debt Representative or the Additional Pari Passu Claimholders may have against the Grantors under the Term Loan Credit Documents and the Additional

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Pari Passu Credit Documents, other than with respect to the Current Asset Collateral solely to the extent expressly provided herein.

3.3Exercise of Remedies – Collateral Access Rights

(a)The Revolving Credit Facility Collateral Agent, the Term Loan Collateral Agent and each Additional Pari Passu Debt Representative agree not to commence any Collateral Enforcement Action until the earlier to occur of (i) delivery of an Enforcement Notice to each other Agent and (ii) the date on which any Insolvency or Liquidation Proceeding is commenced by or against any Grantor (provided that in the case of this clause (ii), the relevant Agent shall deliver an Enforcement Notice to the other Agent promptly following commencement of any such Collateral Enforcement Action).  Subject to the provisions of Sections 3.1 and 3.2 above, any Agent may, to the extent permitted by applicable law, join in any judicial proceedings commenced by another Agent to enforce Liens on the Collateral, provided that no Agent, nor any of the Revolving Credit Claimholders, the Term Loan Claimholders or the Additional Pari Passu Claimholders, as the case may be, shall interfere with the Collateral Enforcement Actions of another with respect to Collateral in which such other party has the benefit of the priority Lien in accordance herewith.

(b)If either (x) the Term Loan Collateral Agent, or any agent or representative of the Term Loan Collateral Agent, or any receiver, or (y) any Additional Pari Passu Debt Representative or any representative of such Additional Pari Passu Debt Representative, or any receiver shall obtain possession or physical control of any of the Mortgaged Premises, the Term Loan Collateral Agent or such Additional Pari Passu Debt Representative shall promptly notify the Revolving Credit Facility Collateral Agent of that fact (such notice, a “Notice of Occupancy”) and the Revolving Credit Facility Collateral Agent shall, within ten Business Days thereafter, notify such Agent sending the Notice of Occupancy (hereinafter, the “Notifying Agent”) as to whether the Revolving Credit Facility Collateral Agent desires to exercise access rights under this Agreement (such notice, an “Access Acceptance Notice”), at which time the parties shall confer in good faith to coordinate with respect to the Revolving Credit Facility Collateral Agent’s exercise of such access rights; provided, that it is understood and agreed that the Notifying Agent shall obtain possession or physical control of the Mortgaged Premises in the manner provided in the applicable Term Loan Security Documents or Additional Pari Passu Security Documents.  Access rights may apply to differing parcels of Mortgaged Premises at differing times, in which case, a differing Access Period may apply to each such parcel.  In the event that the Revolving Credit Facility Collateral Agent elects to exercise its access rights as provided in this Agreement, the Notifying Agent agrees, for itself and on behalf of the Term Loan Claimholders or the applicable Additional Pari Passu Claimholders, as applicable, that in the event that any Term Loan Claimholder or applicable Additional Pari Passu Claimholder, as applicable, exercises its rights to sell or otherwise dispose of any Mortgaged Premises, whether before or after the delivery of a Notice of Occupancy to the Revolving Credit Facility Collateral Agent, the Notifying Agent shall (i) provide access rights to the Revolving Credit Facility Collateral Agent for the duration of the Access Period in accordance with this Agreement and (ii) if such a sale or other disposition occurs prior to the Revolving Credit Facility Collateral Agent delivering an Access Acceptance Notice during the time period provided therefor, or if applicable, the expiration of the applicable Access Period, shall ensure that the purchaser or other transferee of such Mortgaged Premises provides the Revolving Credit Facility Collateral Agent the opportunity to exercise its access rights, and upon delivery of an Access Acceptance Notice to such purchaser or transferee, continued access rights to the Revolving Credit Facility for the duration of the applicable Access Period, in the manner and to the extent required by this Agreement.

(c)Upon delivery of notice to the Notifying Agent by the Revolving Credit Facility Collateral Agent as provided in Section 3.3(b), the Access Period shall commence for the subject parcel of Mortgaged Premises.  During the Access Period, the Revolving Credit Facility Collateral Agent and its

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agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Fixed Asset Collateral for the purpose of arranging for and effecting the sale or disposition of Current Asset Collateral, including the production, completion, packaging and other preparation of such Current Asset Collateral for sale or disposition.  During any such Access Period, the Revolving Credit Facility Collateral Agent and its agents, representatives and designees (and Persons employed on their respective behalves), may continue to operate, service, maintain, process and sell the Current Asset Collateral, as well as to engage in bulk sales of Current Asset Collateral.  The Revolving Credit Facility Collateral Agent shall take proper care of any Fixed Asset Collateral that is used by the Revolving Credit Facility Collateral Agent during the Access Period and repair and replace any damage (ordinary wear-and-tear excepted) caused by the Revolving Credit Facility Collateral Agent or its agents, representatives or designees and the Revolving Credit Facility Collateral Agent shall comply with all applicable laws in connection with its use or occupancy of the Fixed Asset Collateral.  The Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders shall (to the extent that there are sufficient available proceeds of Current Asset Collateral for the purposes of paying such indemnity) indemnify and hold harmless the Term Loan Collateral Agent, the Term Loan Claimholders, the Additional Pari Passu Debt Representatives and the Additional Pari Passu Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control.  The Revolving Credit Facility Collateral Agent and the Notifying Agent shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, including the right of the Notifying Agent to commence foreclosure of the Term Loan Mortgages or the Additional Pari Passu Mortgages, as applicable, to show the Fixed Asset Collateral to prospective purchasers and to ready the Fixed Asset Collateral for sale.

(d)If any order or injunction is issued or stay is granted or otherwise comes into force which prohibits the Revolving Credit Facility Collateral Agent from exercising any of its rights hereunder, then at the Revolving Credit Facility Collateral Agent’s option, the Access Period granted to the Revolving Credit Facility Collateral Agent under this Section 3.3 shall be stayed during the period of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.3.  If the Term Loan Collateral Agent or any Additional Pari Passu Debt Representative shall foreclose or otherwise sell any of the Fixed Asset Collateral, the Term Loan Collateral Agent or such Additional Pari Passu Debt Representative, as applicable, will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring the Fixed Asset Collateral subject to the terms of this Agreement.

3.4Exercise of Remedies – Intellectual Property Rights/Access to Information.  The Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders, hereby grants (to the full extent of the Term Loan Collateral Agent’s rights and interests therein) and each Additional Pari Passu Debt Representative, on behalf of itself and the Additional Pari Passu Claimholders, hereby grants (to the full extent of such Additional Pari Passu’s Agent’s rights and interests therein) the Revolving Credit Facility Collateral Agent and its agents, representatives and designees, (a) a royalty free, rent free non-exclusive worldwide license (or sublicense, as applicable, subject to the terms of the underlying license) and lease (or sublease, as applicable, subject to the terms of the underlying lease) to use all of the Fixed Asset Collateral constituting Intellectual Property, solely to the extent necessary to complete the sale, lease transfer or other disposition of inventory and (b) a royalty free nonexclusive worldwide license (or sublicense, subject to the terms of the underlying license) (which will be binding on any successor or assignee of the Intellectual Property) to use any and all Intellectual Property, in each case, at any time in connection with its Collateral Enforcement Action; provided that the royalty free, rent free non-exclusive license (or sublicense, as applicable) and lease (or sublease, as applicable) granted in clause (a) shall immediately expire upon the earlier of (i) the sale, lease, transfer or other disposition of all such inventory and (ii) the occurrence of the Discharge of Revolving Credit Obligations.

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3.5Exercise of Remedies – Set Off and Tracing of and Priorities in Proceeds.

(a)The Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that, to the extent the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder exercises its rights of setoff against any Grantors’ Deposit Accounts or Securities Accounts that contain identifiable Proceeds of Fixed Asset Collateral, a percentage of the amount of such setoff equal to the percentage that such Proceeds bear to the total amount on deposit in or credited to the balance of such Deposit Accounts or Securities Accounts shall be deemed to constitute Fixed Asset Collateral, which amount shall be held and distributed pursuant to Section 4.3; provided that the foregoing shall not apply to any setoff by the Revolving Credit Facility Collateral Agent against any Current Asset Collateral to the extent applied to the payment of Revolving Credit Obligations.

(b)The Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, and each Additional Pari Passu Collateral Agent, for itself and on behalf of the applicable Additional Pari Passu Claimholders, also agrees that prior to an issuance of an Enforcement Notice, all funds deposited in a Deposit Account or a Securities Account that is subject to an Account Agreement in favor of the Revolving Credit Facility Collateral Agent and constitutes Current Asset Collateral and then applied to the Revolving Credit Obligations shall be treated as Current Asset Collateral and, unless the Revolving Credit Facility Collateral Agent has actual knowledge to the contrary, any claim that payments made to the Revolving Credit Facility Collateral Agent through the Deposit Accounts and Securities Accounts that are subject to such Account Agreements, are Proceeds of or otherwise constitute Fixed Asset Collateral are waived by the Term Loan Collateral Agent, the Term Loan Claimholders, the Additional Pari Passu Debt Representatives and the Additional Pari Passu Claimholders.

(c)The Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, and each Additional Pari Passu Collateral Agent, for itself and on behalf of the applicable Additional Pari Passu Claimholders, further agree that prior to an issuance of an Enforcement Notice, any Proceeds of Collateral, whether or not deposited in a Deposit Account or a Securities Account subject to an Account Agreement in favor of the Revolving Credit Facility Collateral Agent, shall not (as between the Agents, the Revolving Credit Claimholders, the Term Loan Claimholders and the Additional Pari Passu Claimholders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral.

SECTION 4.  Payments.

4.1Application of Proceeds.

(a)So long as the Discharge of Revolving Credit Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, all Current Asset Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies by the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder, shall be applied by the Revolving Credit Facility Collateral Agent to the Revolving Credit Obligations in such order as specified in the relevant Revolving Credit Facility Credit Documents.  Upon the Discharge of Revolving Credit Obligations, (A) if the Discharge of Term Loan Obligations and the Discharge of the Additional Pari Passu Obligations have not occurred, the Revolving Credit Facility Collateral Agent shall deliver to the Designated Fixed Asset Collateral Representative, any Common Collateral and Proceeds of Common Collateral held by it as a result of the exercise of remedies in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied on a ratable basis based on the amount

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of Term Loan Obligations then outstanding and the amount of Additional Pari Passu Obligations then outstanding, in each case secured by such Common Collateral under the respective Term Loan Credit Documents and Additional Pari Passu Credit Documents (it being understood that in each case, such proceeds shall be distributed by each Agent in such order specified in the Term Loan Credit Documents or the Additional Pari Passu Credit Documents, as applicable) or (B) if the Discharge of Term Loan Obligations has occurred but the Discharge of the Additional Pari Passu Obligations has not occurred, to Designated Fixed Asset Collateral Agent for distribution in accordance with the applicable Additional Pari Passu Credit Documents, or (C) if the Discharge of the Additional Pari Passu Obligations has occurred (or no Additional Pari Passu Obligations are otherwise outstanding for any reason) but the Discharge of Term Loan Obligations has not occurred, to the Term Loan Administrative Agent for distribution in accordance with the Term Loan Agreement, or (D) if the Discharge of Term Loan Obligations and the Discharge of the Additional Pari Passu Obligations have occurred, the Revolving Credit Facility Collateral Agent shall direct and deliver such Collateral and Proceeds of Collateral held by it as a result of the exercise of remedies as a court of competent jurisdiction directs.

(b)So long as the Discharge of Term Loan Obligations and the Discharge of the Additional Pari Passu Obligations have not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, all Fixed Asset Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies by the Term Loan Collateral Agent, any Term Loan Claimholder, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholder shall be applied on a ratable basis based on the amount of Term Loan Obligations and Additional Pari Passu Obligations secured by such Common Collateral outstanding under the respective Term Loan Credit Documents and Additional Pari Passu Credit Documents (it being understood that in each case, such proceeds shall be distributed by each Agent in such order specified in the Term Loan Credit Documents or the applicable Additional Pari Passu Credit Documents).  Upon the Discharge of Term Loan Obligations and, to the extent applicable with respect to Fixed Asset Collateral or proceeds thereof constituting Common Collateral, upon the Discharge of the Additional Pari Passu Obligations, (A) if the Discharge of Revolving Credit Obligations has not occurred, the Term Loan Collateral Agent (to the extent it holds Collateral or Proceeds of Collateral) and the applicable Additional Pari Passu Debt Representatives (to the extent any such Additional Pari Passu Debt Representative holds Collateral or the Proceeds thereof) shall deliver to the Revolving Credit Facility Collateral Agent any Collateral and Proceeds of Collateral held by it as a result of the exercise of remedies in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Revolving Credit Facility Collateral Agent to the Revolving Credit Obligations in such order as specified in the Revolving Credit Facility Security Documents or (B) if the Discharge of Revolving Credit Obligations has occurred, the Term Loan Collateral Agent (to the extent it holds Collateral or Proceeds of Collateral) and the applicable Additional Pari Passu Debt Representatives (to the extent any such Additional Pari Passu Debt Representative holds Collateral or the Proceeds thereof) shall direct and deliver such Collateral and Proceeds of Collateral held by it as a result of the exercise of remedies as a court of competent jurisdiction directs.

4.2Payments Over in Violation of Agreement.  So long as neither the Discharge of Revolving Credit Obligations nor both the Discharge of Term Loan Obligations and the Discharge of the Additional Pari Passu Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, any Collateral or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3) received by any Agent or any Term Loan Claimholders, Revolving Credit Claimholders or Additional Pari Passu Claimholders in connection with the exercise of any right or remedy (including set-off) relating to the Collateral in contravention of this Agreement shall be segregated and held in trust for and on behalf of, and forthwith paid over to, the appropriate Agent for the benefit of the Term Loan Claimholders, the Revolving Credit Claimholders, or Additional Pari Passu Claimholders, as the case may be, in the same form as received,

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with any necessary endorsements or as a court of competent jurisdiction may otherwise direct.  Each Agent is hereby authorized by each other Agent to make any such endorsements as agent for the other Agents or any Term Loan Claimholders or Revolving Credit Claimholders or Additional Pari Passu Claimholders, as the case may be.  This authorization is coupled with an interest and is irrevocable until all of the Discharge of Revolving Credit Obligations, the Discharge of Term Loan Obligations, and the Discharge of the Additional Pari Passu Obligations have occurred.

4.3Application of Payments.  Subject to the other terms of this Agreement, all payments received by (a) the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders may be applied, reversed and reapplied, in whole or in part, to the Revolving Credit Obligations to the extent provided for in the Revolving Credit Facility Credit Documents, (b) the Term Loan Collateral Agent or the Term Loan Claimholders may be applied, reversed and reapplied, in whole or in part, to the Term Loan Obligations to the extent provided for in the Term Loan Credit Documents, and (c) each Additional Pari Passu Debt Representative or the applicable Additional Pari Passu Claimholders may be applied, reversed and reapplied, in whole or in part, to the applicable Additional Pari Passu Obligations to the extent provided for in the applicable Additional Pari Passu Credit Documents.

4.4Reinstatement.

(a)To the extent any payment with respect to any Revolving Credit Obligation (whether by or on behalf of any Grantor, as Proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Term Loan Claimholders or Additional Pari Passu Claimholders, receiver or similar Person, whether in connection with any Insolvency or Liquidation Proceeding or otherwise, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the Revolving Credit Claimholders, the Term Loan Claimholders and the Additional Pari Passu Claimholders, be deemed to be reinstated and outstanding as if such payment had not occurred.  To the extent that any interest, fees, expenses or other charges (including Post-Petition Interest) to be paid pursuant to the Revolving Credit Facility Credit Documents are disallowed by order of any court, including by order of a Bankruptcy Court in any Insolvency or Liquidation Proceeding, such interest, fees, expenses and charges (including Post-Petition Interest) shall, as among the Revolving Credit Claimholders, the Term Loan Claimholders and the Additional Pari Passu Claimholders, be deemed to continue to accrue and be added to the amount to be calculated as the “Revolving Credit Obligations.”

(b)To the extent any payment with respect to any Term Loan Obligation or any Additional Pari Passu Obligation (whether by or on behalf of any Grantor, as Proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Revolving Credit Claimholders or any other Additional Pari Passu Claimholders, receiver or similar Person, whether in connection with any Insolvency or Liquidation Proceeding or otherwise, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the Term Loan Claimholders, the Revolving Credit Claimholders and any other Additional Pari Passu Claimholders, be deemed to be reinstated and outstanding as if such payment had not occurred.  To the extent that any interest, fees, expenses or other charges (including Post-Petition Interest) to be paid pursuant to the Term Loan Credit Documents are disallowed by order of any court, including by order of a Bankruptcy Court in any Insolvency or Liquidation Proceeding, such interest, fees, expenses and charges (including Post-Petition Interest) shall, as between the Term Loan Claimholders and the Revolving Credit Claimholders, be deemed to continue to accrue and be added to the amount to be calculated as the “Term Loan Obligations.”

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SECTION 5.  Other Agreements.

5.1Releases.

(a)(i) If in connection with the exercise of the Revolving Credit Facility Collateral Agent’s remedies in respect of any Collateral as provided for in Section 3.1, the Revolving Credit Facility Collateral Agent, for itself or on behalf of any of the Revolving Credit Claimholders, releases any of its Liens on any part of the Current Asset Collateral, then the Liens, if any, of the Term Loan Collateral Agent, for itself or for the benefit of the Term Loan Claimholders, and the Liens, if any, of the Additional Pari Passu Debt Representative, for itself or for the benefit of the Additional Pari Passu Claimholders on the Current Asset Collateral sold or disposed of in connection with such exercise, shall be automatically, unconditionally and simultaneously released.  The Term Loan Collateral Agent, for itself or on behalf of any such Term Loan Claimholders, and the Additional Pari Passu Debt Representative, for itself or for the benefit of the Additional Pari Passu Claimholders, promptly shall execute and deliver to the Revolving Credit Facility Collateral Agent or such Grantor such termination statements, releases and other documents as the Revolving Credit Facility Collateral Agent or such Grantor may request to effectively confirm such release.

(ii)           If in connection with the exercise of the Term Loan Collateral Agent’s remedies or the Additional Pari Passu Representative’s remedies in respect of any Fixed Asset Collateral as provided for in Section 3.2, the Term Loan Collateral Agent, for itself or on behalf of any of the Term Loan Claimholders and the applicable Additional Pari Passu Debt Representative, on behalf of any of the Additional Pari Passu Claimholders, each release their respective Liens on any part of the Fixed Asset Collateral, then the Liens, if any, of the Revolving Credit Facility Collateral Agent, for itself or for the benefit of the Revolving Credit Claimholders, on such Fixed Asset Collateral sold or disposed of in connection with such exercise, shall be automatically, unconditionally and simultaneously released.  The Revolving Credit Facility Collateral Agent, for itself or on behalf of any such Revolving Credit Claimholders, promptly shall execute and deliver to the Term Loan Collateral Agent, the applicable Additional Pari Passu Debt Representative or such Grantor such termination statements, releases and other documents as the Term Loan Collateral Agent or such Grantor may request to effectively confirm such release.

(b)If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral (collectively, a “Disposition”) permitted under the terms of each of the Revolving Credit Facility Credit Documents, the Term Loan Credit Documents and the applicable Additional Pari Passu Credit Documents, if any (other than in connection with the exercise of the respective Agent’s rights and remedies in respect of the Collateral as provided for in Sections 3.1 and 3.2), (i) the Revolving Credit Facility Collateral Agent, for itself or on behalf of any of the Revolving Credit Claimholders, releases any of its Liens on any part of the Current Asset Collateral, in each case other than (A) in connection with the Discharge of Revolving Credit Obligations or (B) after the occurrence and during the continuance of a Term Loan Default or Additional Pari Passu Loan Default, then the Liens, if any, of the Term Loan Collateral Agent, for itself or for the benefit of the Term Loan Claimholders, and the Liens, if any, of the applicable Additional Pari Passu Debt Representative, for itself and for the benefit of the applicable Additional Pari Passu Claimholders, on such Collateral shall, in each case, be automatically, unconditionally and simultaneously released, and (ii) the Term Loan Collateral Agent, for itself or on behalf of any of the Term Loan Claimholders, and each applicable Additional Pari Passu Debt Representative, for itself and for the benefit of the applicable Additional Pari Passu Claimholders, releases any of its Liens on any part of the Fixed Asset Collateral, in each case other than (A) in connection with the Discharge of Term Loan Obligations or the Discharge of Additional Pari Passu Obligations, or (B) after the occurrence and during the continuance of a Revolving Credit Facility Default, then the Liens, if any, of the Revolving Credit Facility Collateral Agent, for itself or for the benefit of the

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Revolving Credit Claimholders, on such Collateral (and, if such Collateral includes the Capital Stock of any Subsidiary, the Liens on Collateral owned by such Subsidiary) shall be automatically, unconditionally and simultaneously released.  The Revolving Credit Facility Collateral Agent, Term Loan Collateral Agent, each for itself and on behalf of any such Revolving Credit Claimholders or Term Loan Claimholders, and each Additional Pari Passu Debt Representative, for itself and for the benefit of the applicable Additional Pari Passu Claimholders, as the case may be, each shall promptly execute and deliver to each other Agent or such Grantor such termination statements, releases and other documents as such other Agent or such Grantor may request to effectively confirm such release.

(c)Until the Discharge of Revolving Credit Obligations, the Discharge of Term Loan Obligations and the Discharge of the Additional Pari Passu Obligations shall occur, the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, and each Additional Pari Passu Debt Representative, for itself and for the benefit of the applicable Additional Pari Passu Claimholders, as the case may be, hereby irrevocably constitutes and appoints each other Agent and any officer or agent of such other Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Agent or such holder or in such Agent’s own name, from time to time in such other Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release.

(d)Until the Discharge of Revolving Credit Obligations, the Discharge of Term Loan Obligations and the Discharge of Additional Pari Passu Obligations shall occur, to the extent that the Agents, the Revolving Credit Claimholders, the Term Loan Claimholders or the Additional Pari Passu Claimholders (i) have released any Lien on Collateral and such Lien is later reinstated or (ii) obtain any new Liens from any Grantor, then each other Agent, for itself and for the Revolving Credit Claimholders, Term Loan Claimholders or Additional Pari Passu Claimholders, as the case may be, shall, subject to the exceptions set forth in Section 2.3, be granted a Lien on any such Collateral, subject to the lien priority provisions of this Agreement.

5.2Insurance.

(a)Unless and until the Discharge of Revolving Credit Obligations has occurred, subject to the terms of, and the rights of the Grantors under, the Revolving Credit Facility Credit Documents, the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders and Additional Pari Passu Debt Representative, for itself and on behalf of the Additional Pari Passu Claimholders, agrees, that (i) the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders shall have the sole and exclusive right to adjust settlement for any insurance policy covering the Current Asset Collateral or the Liens with respect thereto in the event of any loss thereunder or with respect thereto and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting such Collateral; (ii) all Proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect of such Collateral and to the extent required by the Revolving Credit Facility Credit Documents shall be paid to the Revolving Credit Facility Collateral Agent for the benefit of the Revolving Credit Claimholders pursuant to the terms of the Revolving Credit Facility Credit Documents (including for purposes of cash collateralization of letters of credit, bank guarantees and similar instruments) and thereafter, to the extent no Revolving Credit Obligations are outstanding, and subject to the rights of the Grantors under the Term Loan Credit Documents and the Additional Pari Passu Credit Documents, to the Term Loan Collateral Agent for the benefit of the Term Loan Claimholders to the extent required under the Term Loan Security Documents and the Additional Pari Passu Debt Representative, for itself and on behalf of the Additional

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Pari Passu Claimholders, and then, to the extent no Term Loan Obligations and no Additional Pari Passu Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct, and (iii) if the Term Loan Collateral Agent, any Term Loan Claimholder, any Additional Pari Passu Debt Representative or any Additional Pari Passu Claimholders shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall segregate and hold in trust and forthwith pay such Proceeds over to the Revolving Credit Facility Collateral Agent in accordance with the terms of Section 4.2.

(b)Unless and until the Discharge of Term Loan Obligations and the Discharge of Additional Pari Passu Debt have occurred, subject to the terms of, and the rights of the Grantors under, the Term Loan Credit Documents and the Additional Pari Passu Credit Documents, the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, agrees that (i) the Term Loan Collateral Agent, the Term Loan Claimholders, the Additional Pari Passu Debt Representatives and the Additional Pari Passu Claimholders shall have the sole and exclusive right to adjust settlement for any insurance policy covering the Fixed Asset Collateral or the Liens with respect thereto in the event of any loss thereunder or with respect thereto and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting such Collateral; (ii) all Proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect of such Collateral and to the extent required by the Term Loan Credit Documents and the Additional Pari Passu Credit Documents shall be paid to Designated Fixed Asset Collateral Representative on behalf of the Term Loan Collateral Agent for the benefit of the Term Loan Claimholders and the Additional Pari Passu Debt Representative, for itself and on behalf of the Additional Pari Passu Claimholders, if any, pursuant to the terms of the Term Loan Credit Documents and the Additional Pari Passu Credit Documents and thereafter, to the extent no Term Loan Obligations and no Additional Pari Passu Obligations are outstanding, and subject to the rights of the Grantors under the Revolving Credit Facility Credit Documents, to the Revolving Credit Facility Collateral Agent for the benefit of the Revolving Credit Claimholders to the extent required under the Revolving Credit Facility Security Documents and then, to the extent no Revolving Credit Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct, and (iii) if the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder shall, at any time, receive any Proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall segregate and hold in trust and forthwith pay such Proceeds over to the Designated Fixed Asset Collateral Representative on behalf of the Term Loan Collateral Agent and the Additional Pari Passu Debt Representative in accordance with the terms of Section 4.2.

(c)To effectuate the foregoing, each Agent shall each receive separate lender’s loss payable endorsements naming themselves as loss payee and additional insured, as their interests may appear, with respect to policies which insure Collateral hereunder.  To the extent any Proceeds are received for business interruption or for any liability or indemnification and those Proceeds are not compensation for a casualty loss with respect to the Fixed Asset Collateral, such Proceeds shall first be applied to repay the Revolving Credit Obligations (to the extent required pursuant to the Revolving Credit Agreement) and then be applied, to the extent required by the Term Loan Credit Documents or the applicable Additional Pari Passu Credit Documents, to the Term Loan Obligations and the applicable Additional Pari Passu Obligations ratably.

5.3Amendments to Revolving Credit Facility Credit Documents, the Term Loan Credit Documents and the Additional Pari Passu Credit Documents; Refinancing.

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(a)The Term Loan Credit Documents and the Additional Pari Passu Credit Documents may be amended, supplemented or otherwise modified in accordance with their respective terms and the Term Loan Agreement and each Additional Pari Passu Loan Agreement may be Refinanced, in each case, without notice to, or the consent of the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided that, in each case, the holders of such Refinancing debt bind themselves in a writing addressed to the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders to the terms of this Agreement and any such amendment, supplement, modification or Refinancing shall not, without the consent of the Revolving Credit Facility Collateral Agent:

(1)increase the sum of the then outstanding aggregate principal amount of the Term Loan Agreement in excess of the Term Loan Cap Amount;

(2)increase the “Applicable Margin” or similar component of the interest rate by more than 3% per annum at any level of the pricing grid applicable thereto (excluding increases resulting from the accrual of interest at the default rate); or

(3)contravene any provision of this Agreement.

(b)The Revolving Credit Facility Credit Documents may be amended, supplemented or otherwise modified in accordance with their terms and the Revolving Credit Agreement may be Refinanced, in each case, without notice to, or the consent of the Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu Debt Representative or the Additional Pari Passu Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided that the holders of such Refinancing debt bind themselves in a writing addressed to the Term Loan Collateral Agent, the Term Loan Claimholders, the applicable Additional Pari Passu Debt Representative and the applicable Additional Pari Passu Claimholders to the terms of this Agreement and any such amendment, supplement, modification or Refinancing shall not, without the consent of the Term Loan Collateral Agent and any Additional Pari Passu Debt Representative:

(1)except to the extent permitted pursuant to Section 6.1(a), increase the aggregate commitments of the Revolving Credit Lenders to an amount greater than the Revolving Credit Facility Cap Amount;

(2)increase the “Applicable Margin” or similar component of the interest rate by more than 3% per annum at any level of the pricing grid applicable thereto (excluding increases resulting from the accrual of interest at the default rate); or

(3)contravene any provision of this Agreement.

(c)Each of the Revolving Credit Facility Collateral Agent, the Term Loan Collateral Agent and each Additional Pari Passu Debt Representative shall use good faith efforts to notify each other party of any written amendment or modification to the Revolving Credit Agreement, the Term Loan Agreement and any applicable Additional Pari Passu Loan Agreement, but the failure to do so shall not create a cause of action against the party failing to give such notice or create any claim or right on behalf of any third party.

(d)Except to the extent such legend would be prohibited by or inconsistent with the laws of any applicable jurisdiction outside of the United States, each of the Revolving Credit Facility Administrative Agent, the Term Loan Administrative Agent and each Additional Pari Passu Debt Representative will cause to be clearly, conspicuously and prominently inserted on the face of each

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Revolving Credit Facility Security Document, each Term Loan Security Document and each Additional Pari Passu Security Document to which a Grantor is a party, as well as any renewals or replacements thereof, the following legend “This instrument, the rights and obligations evidenced hereby, and the liens created hereunder, are subordinate in the manner and to the extent set forth in the Intercreditor Agreement, dated as of February 28, 2008, by and among SOLUTIA INC., a Delaware corporation (the “Company”), each of the Company’s Subsidiaries party thereto from time to time and CITIBANK, N.A. (“Citi”), in its capacity as administrative agent for the holders of the Term Loan Obligations, and as collateral agent for the holders of the Term Loan Obligations, Citi, in its capacity as administrative agent for the holders of the Revolving Credit Obligations, and as collateral agent for the holders of the Revolving Credit Obligations, and [insert applicable Additional Pari Passu Loan Agreement description], as amended from time to time; and each holder of this instrument, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Intercreditor Agreement.”

5.4Bailees for Perfection.

(a)(i) Each Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) (such Collateral being the “Pledged Collateral”) as collateral agent for the Revolving Credit Claimholders or the Term Loan Claimholders or the Additional Pari Passu Claimholders, as the case may be, and on behalf of and for the benefit of each other Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) and any of such other Agent’s assignees solely for the purpose of perfecting the security interest granted under the Revolving Credit Facility Credit Documents, the Term Loan Credit Documents and the applicable Additional Pari Passu Credit Documents, respectively, subject to the terms and conditions of this Section 5.4.

(ii)           To the extent a junior pledge of or junior lien on any Fixed Asset Collateral (solely under clause (g) of such definition) is prohibited or unenforceable under the law of any applicable jurisdiction outside the United States, the Term Loan Collateral Agent shall accept a Lien on any such Fixed Asset Collateral as sub-agent for the Revolving Credit Facility Collateral Agent, for the benefit of the Revolving Credit Claimholders, solely for the purpose of the creation and/or perfection of Liens in such Fixed Asset Collateral to secure the Revolving Credit Obligations, and subject to the terms and conditions of this Agreement, it being expressly understood and agreed that the claims of the Revolving Credit Claimholders in respect of such Fixed Asset Collateral shall be subordinated to the claims of the Term Loan Claimholders and any Additional Pari Passu Claimholders in respect of such Fixed Asset Collateral on the same basis as the Liens on the other Fixed Asset Collateral securing any Revolving Credit Obligations are subordinated to the Liens on such other Fixed Asset Collateral securing any Term Loan Obligations and any Additional Pari Passu Obligations, and nothing in this Section 5.4 shall affect the status of such Collateral as Fixed Asset Collateral.

(iii)           In the event the Term Loan Collateral Agent becomes subject to liability, or suffers any costs, damages or expenses as a result of acting in any such capacity under Section 5.4(a)(ii) for the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders, (A) the Grantors shall pay, reimburse, indemnify and hold harmless the Term Loan Collateral Agent for any such liabilities, costs, damages or expenses subject to the limitation set forth in Section 9.05 of the Term Loan Agreement (but without giving effect to clause (B) of the first proviso to Section 9.05(b)) to the extent applicable and (B) in the event the Grantors fail to so pay, reimburse, indemnify and hold harmless the Term Loan Collateral Agent, the Revolving Credit Claimholders shall pay, reimburse, indemnify and hold harmless the Term Loan Collateral Agent for any such liabilities, costs, damages or expenses.

(iv)           To the extent a junior pledge of or junior lien on any Current Asset Collateral is prohibited or unenforceable under the law of any applicable jurisdiction outside the United

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States, the Revolving Credit Facility Collateral Agent may, in its sole discretion, elect to accept a Lien on any such Current Asset Collateral as sub-agent for the Term Loan Collateral Agent, for the benefit of the Term Loan Claimholders, and for any applicable Additional Pari Passu Debt Representative, for itself and on behalf of the Additional Pari Passu Claimholders, solely for the purpose of the creation and/or perfection of Liens in such Current Asset Collateral to secure the Term Loan Obligations or the Additional Pari Passu Obligations, as the case may be, and subject to the terms and conditions of this Agreement, it being expressly understood and agreed that the claims of the Term Loan Claimholders and the Additional Pari Passu Claimholders in respect of such Current Asset Collateral shall be subordinated to the claims of the Revolving Credit Claimholders in respect of such Current Asset Collateral on the same basis as the Liens on the other Current Asset Collateral securing any Term Loan Obligations and any Additional Pari Passu Obligations are subordinated to the Liens on such other Current Asset Collateral securing any Revolving Credit Obligations, and nothing in this Section 5.4 shall affect the status of such Collateral as Current Asset Collateral.

(v)           In the event the Revolving Credit Facility Collateral Agent becomes subject to liability, or suffers any costs, damages or expenses as a result of acting in any such capacity under Section 5.4(a)(iv) for the Term Loan Collateral Agent, the Term Loan Claimholders, the Additional Pari Passu Debt Representative or the Additional Pari Passu Claimholders, (A) the Grantors shall pay, reimburse, indemnify and hold harmless the Revolving Credit Facility Collateral Agent for any such liabilities, costs, damages or expenses subject to the limitation set forth in Section 9.05 of the Revolving Credit Agreement (but without giving effect to clause (B) of the first proviso to Section 9.05(b)) to the extent applicable and (B) in the event the Grantors fail to so pay, reimburse, indemnify and hold harmless the Revolving Credit Facility Collateral Agent, the Term Loan Claimholders or Additional Pari Passu Claimholders, as applicable, shall pay, reimburse, indemnify and hold harmless the Revolving Credit Facility Collateral Agent for any such liabilities, costs, damages or expenses.

(b)No Agent shall have any obligation whatsoever to any other Agent, to any Revolving Credit Claimholder, to any Term Loan Claimholder or to any Additional Pari Passu Claimholders to ensure that any Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4.  The duties or responsibilities of the respective Agents under this Section 5.4 shall be limited solely to (i) holding the Pledged Collateral as collateral agent and/or bailee in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of Revolving Credit Obligations, a Discharge of Term Loan Obligations or a Discharge of Additional Pari Passu Obligations, as the case may be, as provided in paragraph (d) below and (ii) holding a Lien on Fixed Asset Collateral (in the case of the Term Loan Collateral Agent) or Current Asset Collateral (in the case of the Revolving Credit Facility Collateral Agent) as sub-agent for the other Agent in accordance with this Section 5.4.

(c)No Agent acting pursuant to this Section 5.4 shall have by reason of the Revolving Credit Facility Credit Documents, the Term Loan Credit Documents, the Additional Pari Passu Credit Documents, this Agreement or any other document a fiduciary relationship in respect of any other Agent, or any Revolving Credit Claimholders, any Term Loan Claimholders or any Additional Pari Passu Claimholders.

(d)Upon the Discharge of Revolving Credit Obligations, the Discharge of Additional Pari Passu Obligations or the Discharge of Term Loan Obligations, as the case may be, the Agent under the credit facility which has been discharged shall deliver the remaining Pledged Collateral in its (or its agents’) possession or control (if any) together with any necessary endorsements and without recourse or warranty, first, (i) in the case of the Additional Pari Passu Debt Representative to the Term Loan Collateral Agent to the extent the Term Loan Obligations (other than Contingent Obligations) remain outstanding and if not, then to the Revolving Credit Facility Agent, (ii) in the case of the

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Revolving Credit Facility Agent to the Designated Fixed Asset Collateral Representative on behalf of the Term Loan Collateral Agent to the extent the Term Loan Obligations (other than Contingent Obligations) remain outstanding and the Additional Pari Passu Debt Representatives to the extent of any outstanding Additional Pari Passu Obligations, and (iii) in the case of the Term Loan Collateral Agent, to the Designated Fixed Asset Collateral Representative on behalf of the applicable Additional Pari Passu Debt Representatives to the extent any Additional Pari Passu Obligations remains outstanding, and second, to the applicable Grantor to the extent no Revolving Credit Obligations, no Additional Pari Passu Obligations and no Term Loan Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral).  Each Agent further agrees, to the extent that any other Obligations (other than Contingent Obligations) remain outstanding, to take all other commercially reasonable action as shall be reasonably requested by the Agent obtaining possession or control, at the sole cost and expense of such Agent obtaining possession or control or of the Credit Parties, to permit such other Agent to obtain, for the benefit of the Revolving Credit Claimholders, the Term Loan Claimholders or the Additional Pari Passu Claimholders, as applicable, a first-priority security interest in the Collateral or as a court of competent jurisdiction may otherwise direct.

(e)Subject to the terms of this Agreement, (i) so long as the Discharge of Revolving Credit Obligations has not occurred, the Revolving Credit Facility Collateral Agent shall be entitled to deal with the Pledged Collateral or Collateral within its “control” in accordance with the terms of this Agreement and other Revolving Credit Facility Credit Documents, but only to the extent that such Collateral constitutes Current Asset Collateral, as if the Liens of the Term Loan Collateral Agent, the Term Loan Claimholders, the Additional Pari Passu Debt Representative and the Additional Pari Passu Claimholders did not exist and (ii) so long as the Discharge of Term Loan Obligations and the Discharge of Additional Pari Passu Obligations have not occurred, the Designated Fixed Asset Collateral Representative shall be entitled to deal with the Pledged Collateral or Collateral within its “control” on behalf of the Term Loan Collateral Agent and the applicable Additional Pari Passu Debt Representatives in accordance with the terms of this Agreement, the other Term Loan Credit Documents and the other Additional Pari Passu Credit Documents, but only to the extent that such Collateral constitutes Fixed Asset Collateral, as if the Liens of the Revolving Credit Facility Collateral Agent and Revolving Credit Claimholders did not exist.  In furtherance of the foregoing, promptly following the Discharge of Revolving Credit Obligations, unless a New Debt Notice in respect of new Revolving Credit Facility Credit Documents shall have been delivered as provided in Section 5.5 below, the Revolving Credit Facility Collateral Agent hereby agrees to deliver, at the cost and expense of the Grantors, to each financial institution depository or securities intermediary, if any, that is counterparty to an Account Agreement, written notice as contemplated in such Account Agreement, directing such financial institution depository or securities intermediary, as applicable, to comply with the instructions of the Designated Fixed Asset Collateral Representative on behalf of the Term Loan Collateral Agent and the applicable Additional Pari Passu Debt Representative, unless the Discharge of Term Loan Obligations and the Discharge of Additional Pari Passu Obligations has occurred (as notified to the Revolving Credit Facility Collateral Agent by the Term Loan Collateral Agent and applicable Additional Pari Passu Debt Representatives), in which case, such Account Agreement shall be terminated.

(f)Notwithstanding anything in this Agreement to the contrary:

(1)the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, agrees that any requirement under any Revolving Credit Facility Security Document that any Grantor deliver any Collateral that constitutes Fixed Asset Collateral to the Revolving Credit Facility Collateral Agent, or that requires any Grantor to vest the Revolving Credit Facility Collateral Agent with possession or “control” (as defined in the UCC) of any Collateral that constitutes Fixed Asset Collateral, in each case, shall be deemed satisfied to the extent that, prior to the Discharge of Term Loan Obligations and Discharge of Additional Pari Passu Obligations, such Collateral

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is delivered to the Designated Fixed Asset Collateral Representative, or the Designated Fixed Asset Collateral Representative shall have been vested with such possession or (unless, pursuant to the UCC, control may be given concurrently to the Revolving Credit Facility Collateral Agent and the Designated Fixed Asset Collateral Representative) “control”, in each case, subject to the provisions of Section 5.4; and

(2)the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, and Additional Pari Passu Debt Representative, for itself and on behalf of the Additional Pari Passu Claimholders, in each case agrees that any requirement under any Term Loan Security Document or under any Additional Pari Passu Credit Documents that any Grantor deliver any Collateral that constitutes Current Asset Collateral to the Term Loan Collateral Agent or to an Additional Pari Passu Debt Representative, or that requires any Grantor to vest the Term Loan Collateral Agent or such Additional Pari Passu Debt Representative with possession or “control” (as defined in the UCC) of any Collateral that constitutes Current Asset Collateral, in each case, shall be deemed satisfied to the extent that, prior to the Discharge of Revolving Credit Obligations, such Collateral is delivered to the Revolving Credit Facility Collateral Agent, or the Revolving Credit Facility Collateral Agent shall have been vested with such possession or (unless, pursuant to the UCC, control may be given concurrently to the Designated Fixed Asset Collateral Representative and the Revolving Credit Facility Collateral Agent) “control”, in each case, subject to the provisions of Section 5.4.

5.5When Discharge of Revolving Credit Obligations, Discharge of Term Loan Obligations and Discharge of Additional Pari Passu ObligationsDeemed to Not Have Occurred.  If in connection with the Discharge of Revolving Credit Obligations, the Discharge of Term Loan Obligations or the Discharge of Additional Pari Passu Obligations, any of the Grantors substantially concurrently enter into any Refinancing of any Revolving Credit Obligation, Term Loan Obligation or Additional Pari Passu Obligations, as the case may be, which Refinancing is permitted by each of the Term Loan Credit Documents, the Revolving Credit Facility Credit Documents and the applicable Additional Pari Passu Credit Documents, then such Discharge of Revolving Credit Obligations, Discharge of Term Loan Obligations or Discharge of Additional Pari Passu Obligations, as the case may be, shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken pursuant to this Agreement as a result of the occurrence of such Discharge of Revolving Credit Obligations, Discharge of Term Loan Obligations or Discharge of Additional Pari Passu Obligations, as applicable) and, from and after the date on which the New Debt Notice is delivered to the appropriate Agent in accordance with the next sentence, the Indebtedness, liabilities and other obligations under such Refinancing shall automatically be treated as Revolving Credit Obligations, Term Loan Obligations or Additional Pari Passu Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Revolving Credit Facility Collateral Agent, Term Loan Collateral Agent or Additional Pari Passu Debt Representative, as the case may be, under such new Revolving Credit Facility Credit Documents, new Term Loan Credit Documents or new Additional Pari Passu Credit Documents shall be the Revolving Credit Facility Collateral Agent, the Term Loan Collateral Agent or the Additional Pari Passu Debt Representative for all purposes of this Agreement.  Upon receipt of a notice (the “New Debt Notice”) stating that any of the Grantors have entered into new Revolving Credit Facility Credit Documents, new Term Loan Credit Documents or new Additional Pari Passu Credit Documents (which notice shall include a complete copy of the relevant new documents (but excluding any commitment and fee letters) and provide the identity and address for notices of the new collateral agent, such agent, the “New Agent”), each other Agent shall promptly (a) enter into such documents and agreements (including amendments or supplements to this Agreement) as such Grantors or such New Agent shall reasonably request in order to provide to the New Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (b) subject to Section 5.4(f) hereof, deliver to the New Agent any Pledged Collateral (that is Fixed Asset Collateral, in the case of a New Agent that is the agent under any new Term Loan Credit Documents or

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any new Additional Pari Passu Credit Documents or that is Current Asset Collateral, in the case of a New Agent that is the agent under any new Revolving Credit Facility Credit Documents), held by it together with any necessary endorsements (or otherwise allow the New Agent to obtain control of such Pledged Collateral).  The New Agent shall agree in a writing in form and substance reasonably acceptable to each other Agent and addressed to each other Agent and to the Revolving Credit Claimholders, the Term Loan Claimholders and the applicable Additional Pari Passu Claimholders, as the case may be, to be bound by the terms of this Agreement.  If the new Revolving Credit Obligations under the new Revolving Credit Facility Credit Documents or the new Term Loan Obligations under the new Term Loan Credit Documents or the new Additional Pari Passu Obligations under the new Additional Pari Passu Credit Documents are secured by property of the Grantors (or any other Subsidiary that is required to be a Grantor pursuant to the terms of the Term Loan Credit Documents) that does not also secure the other Obligations, then the other Obligations shall be secured at such time by a Lien on such property to the same extent provided in the Revolving Credit Facility Credit Documents, the Term Loan Security Documents and this Agreement or as required under the applicable Additional Pari Passu Credit Documents and provided in this Agreement.

SECTION 6.  Insolvency or Liquidation Proceedings.

6.1Finance and Sale Issues.

(a)Until the Discharge of Revolving Credit Obligations has occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Revolving Credit Facility Collateral Agent or the other Revolving Credit Claimholders shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Current Asset Collateral on which the Revolving Credit Facility Collateral Agent or any other creditor has a Lien or to permit any Grantor to obtain financing, whether from the Revolving Credit Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law or pursuant to the order of a court of competent jurisdiction (“DIP Financing”) then each of the Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders, and the Additional Pari Passu Debt Representative, on behalf of the Additional Pari Passu Claimholders, agrees that it will have been deemed to have consented to, and will raise no objection (nor support any other Person objecting) to, such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meets the following requirements: (i) a judicial finding is made that it is on commercially reasonable terms, (ii) the aggregate principal amount of the DIP Financing plus the aggregate outstanding principal amount of Revolving Credit Obligations (other than Cash Management Obligations of the Revolving Credit Facility Borrowers and the Revolving Credit Facility Subsidiary Guarantors) does not exceed the sum of (I) the Revolving Credit Facility Cap Amount plus (II) $50,000,000, (iii) the Term Loan Collateral Agent, the Term Loan Claimholders, the Additional Pari Passu Debt Representatives and the Additional Pari Passu Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Fixed Asset Collateral, and (iv) the terms of the DIP Financing (A) do not compel any Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order and (C) do not require that any Lien of the Term Loan Collateral Agent or any Additional Pari Passu Debt Representative on the Fixed Asset Collateral be subordinated to or pari passu with the Lien on the Fixed Asset Collateral securing such DIP Financing.  To the extent the Liens on the Current Asset Collateral securing the Revolving Credit Obligations are subordinated to or pari passu with the Liens securing such DIP Financing which meets the requirements of clauses (i) through (iv) of this Section 6.1(a), the Term Loan Collateral Agent and each Additional Pari Passu Debt Representative will subordinate its Liens on the Current Asset Collateral to the Liens securing such DIP Financing (and all obligations relating thereto)

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and to any adequate protection provided to the Revolving Credit Claimholders in respect of the Current Asset Collateral and to any “carve-out,” including for debtors’ professionals, agreed to by the Revolving Credit Facility Administrative Agent or the other Revolving Credit Claimholders and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Revolving Credit Facility Collateral Agent or to the extent permitted by Section 6.3).

(b)Until the Discharge of Term Loan Obligations and the Discharge of Additional Pari Passu Obligations have occurred, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the Term Loan Collateral Agent, the other Term Loan Claimholders, the applicable Additional Pari Passu Debt Representative or Additional Pari Passu Claimholders shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) constituting Fixed Asset Collateral on which the Term Loan Collateral Agent or applicable Additional Pari Passu Debt Representative has a Lien or to permit any Grantor to obtain DIP Financing, then the each of the Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, the Term Loan Collateral Agent, on behalf of itself and the other Term Loan Claimholders, and each Additional Pari Passu Debt Representative, on behalf of itself and the applicable Additional Pari Passu Claimholders, agrees that it will have been deemed to have consented to, and will raise no objection (nor support any other Person objecting) to, such Cash Collateral use or DIP Financing so long as such Cash Collateral use or DIP Financing meet the following requirements: (i) a judicial finding is made that it is on commercially reasonable terms, (ii) the aggregate principal amount of the DIP Financing plus (A) the aggregate outstanding principal amount of Term Loan Obligations (other than the Term Loan Obligations in respect of Term Loan Hedging Agreements), plus (B) the aggregate outstanding principal amount of Additional Pari Passu Obligations (other than the Additional Pari Passu Obligations in respect of Additional Pari Passu Debt Hedging Agreements) does not exceed $1.45 billion, (iii) the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders retain the right to object to any ancillary agreements or arrangements regarding the Cash Collateral use or the DIP Financing that are materially prejudicial to their interests in the Current Asset Collateral, and (iv) the terms of the DIP Financing (A) do not compel any Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the DIP Financing documentation or a related document, (B) do not expressly require the liquidation of the Collateral prior to a default under the DIP Financing documentation or Cash Collateral order, and (C) do not require that any Lien of the Revolving Credit Facility Collateral Agent on the Current Asset Collateral be subordinated to or pari passu with the Lien on the Current Asset Collateral securing such DIP Financing.  To the extent the Liens on the Fixed Asset Collateral securing the Term Loan Obligations and the applicable Additional Pari Passu Obligations are subordinated to or pari passu with the Liens securing such DIP Financing which meets the requirements of clauses (i) through (iv) of this Section 6.1(b), the Revolving Credit Facility Collateral Agent will subordinate its Liens on the Fixed Asset Collateral to the Liens securing such DIP Financing (and all obligations relating thereto) and to any adequate protection provided to the Term Loan Claimholders or to Additional Pari Passu Claimholders in respect of the Fixed Asset Collateral and to any “carve-out,” including for debtors’ professionals, agreed to by the Term Loan Administrative Agent, the other Term Loan Claimholders, the Additional Pari Passu Debt Representative or the Additional Pari Passu Claimholders and will not request adequate protection or any other relief in connection therewith (except, as expressly agreed by the Term Loan Collateral Agent or the applicable Additional Pari Passu Debt Representative or to the extent permitted by Section 6.3).

6.2Relief from the Automatic Stay.

(a)Until the Discharge of Revolving Credit Obligations has occurred, the Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders, and the Additional Pari Passu Debt Representative, for itself and on behalf of the Additional Pari Passu Claimholders each agrees that none of them shall seek (or support any other Person seeking) relief from the automatic stay or any other

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stay in any Insolvency or Liquidation Proceeding in respect of the Current Asset Collateral, without the prior written consent of the Revolving Credit Facility Collateral Agent, unless a motion for adequate protection permitted under Section 6.3 has been denied by the relevant bankruptcy court.

(b)Until the Discharge of Term Loan Obligations has occurred and a Discharge of Additional Pari Passu Obligations has occurred, the Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall seek (or support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Fixed Asset Collateral (other than to the extent such relief is required to exercise its rights under Section 3.3), without the prior written consent of the Term Loan Collateral Agent and the Additional Pari Passu Debt Representatives, unless a motion for adequate protection permitted under Section 6.3 has been denied by the relevant bankruptcy court.

6.3Adequate Protection.

(a)The Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders, and the Additional Pari Passu Debt Representative, on behalf of the Additional Pari Passu Claimholders, each agrees that none of them shall contest (or support any other Person contesting):

(1)any request by the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders for adequate protection with respect to the Current Asset Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional property of any Grantor other than with respect to property that constitutes Revolving Credit Facility Grantor Collateral and (B) if such additional property shall also constitute Fixed Asset Collateral, (i) a Lien shall have been created in favor of the Term Loan Claimholders and the Additional Pari Passu Claimholders in respect of such Collateral and (ii) the Lien in favor of the Revolving Credit Claimholders shall be subordinated to the extent set forth in this Agreement; or

(2)any objection by the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders to any motion, relief, action or proceeding based on the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders claiming a lack of adequate protection with respect to the Current Asset Collateral; provided that if the Revolving Credit Facility Collateral Agent is granted adequate protection in the form of additional collateral, the Term Loan Collateral Agent, the Term Loan Claimholders, the Additional Pari Passu Debt Representative and the Additional Pari Passu Claimholders may seek or request adequate protection in the form of a Lien on such additional collateral; it being understood and agreed that (A) to the extent such additional collateral shall also constitute Fixed Asset Collateral, the Lien on such additional collateral in favor of the Revolving Credit Facility Collateral Agent shall be subordinated to the Lien on such additional collateral in favor of the Term Loan Collateral Agent and Additional Pari Passu Debt Representative and (B) to the extent such additional collateral shall also constitute Current Asset Collateral, the Lien on such additional collateral in favor of the Revolving Credit Facility Collateral Agent shall be senior to the Lien on such additional collateral in favor of the Term Loan Collateral Agent and any Additional Pari Passu Debt Representative, in each case with respect to the foregoing clauses (A) and (B) of this Section 6.3(a)(2), to the extent required by this Agreement.

(b)The Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that none of them shall contest (or support any other Person contesting):

(1)any request by the Term Loan Collateral Agent, the Term Loan Claimholders, a Additional Pari Passu Debt Representative or the Additional Pari Passu Claimholders for

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adequate protection with respect to the Fixed Asset Collateral; provided that (A) such adequate protection claim shall not seek the creation of any Lien over additional property of any Grantor other than with respect to property that constitutes Fixed Asset Collateral and (B) if such additional property shall also constitute Current Asset Collateral, (i) a Lien shall have been created in favor of the Revolving Credit Claimholders in respect of such Collateral and (ii) the Lien in favor of the Term Loan Claimholders and Additional Pari Passu Claimholders shall be subordinated to the extent set forth in this Agreement; or

(2)any objection by the Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu Debt Representative or the Additional Pari Passu Claimholders to any motion, relief, action or proceeding based on such Persons claiming a lack of adequate protection with respect to the Fixed Asset Collateral; provided that if the Term Loan Collateral Agent or an Additional Pari Passu Debt Representative is granted adequate protection in the form of additional collateral, the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders may seek or request adequate protection in the form of a Lien on such additional collateral; it being understood and agreed that (A) to the extent such additional collateral shall also constitute Current Asset Collateral, the Lien on such additional collateral in favor of the Term Loan Collateral Agent or any Additional Pari Passu Debt Representative shall be subordinated to the Lien on such additional collateral in favor of the Revolving Credit Facility Collateral Agent and (B) to the extent such additional collateral shall also constitute Fixed Asset Collateral, the Lien on such additional collateral in favor of the Term Loan Collateral Agent or any Additional Pari Passu Debt Representative shall be senior to the Lien on such additional collateral in favor of the Revolving Credit Facility Collateral Agent, in each case with respect to the foregoing clauses (A) and (B) of this Section 6.3(b)(2), to the extent required by this Agreement.

(c)Notwithstanding the foregoing provisions of this Section 6.3, in any Insolvency or Liquidation Proceeding:

(1)if the Revolving Credit Claimholders (or any subset thereof) are granted adequate protection with respect to the Current Asset Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Current Asset Collateral) in connection with any Cash Collateral use or DIP Financing, then the Term Loan Collateral Agent, on behalf of itself or any of the Term Loan Claimholders, and any Additional Pari Passu Debt Representative, for itself and on behalf of the Additional Pari Passu Claimholders, may seek or request adequate protection with respect to its interests in such Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the Revolving Credit Obligations and such Cash Collateral use or DIP Financing (and all obligations relating thereto) on the same basis as the other Liens of the Term Loan Collateral Agent or such Additional Pari Passu Debt Representative on Current Asset Collateral;

(2)if the Term Loan Claimholders or any Additional Pari Passu Claimholders (or any subset of the foregoing) are granted adequate protection with respect to the Fixed Asset Collateral in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Fixed Asset Collateral) in connection with any Cash Collateral use or DIP Financing, then the Revolving Credit Facility Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, may seek or request adequate protection with respect to its interests in such Collateral in the form of a Lien on the same additional collateral, which Lien will be subordinated to the Liens securing the Term Loan Obligations and the Additional Pari Passu Obligations and such Cash Collateral use or DIP Financing (and all obligations relating thereto) on the same basis as the other Liens of the Revolving Credit Facility Collateral Agent on Fixed Asset Collateral;

(3)in the event the Revolving Credit Facility Collateral Agent, on behalf of itself or any of the Revolving Credit Claimholders, seeks or requests adequate protection in respect of

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Current Asset Collateral and such adequate protection is granted in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Current Asset Collateral), then the Revolving Credit Facility Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that the Term Loan Collateral Agent and any Additional Pari Passu Debt Representative may also be granted a Lien on the same additional collateral as security for the Term Loan Obligations and for any Cash Collateral use or DIP Financing provided by the Term Loan Claimholders or Additional Pari Passu Claimholders, and each of the Term Loan Collateral Agent, on behalf of itself and any of the Term Loan Claimholders, and the Additional Pari Passu Debt Representative, on behalf of the Additional Pari Passu Claimholders, agrees that any Lien on such additional collateral securing the Term Loan Obligations shall be subordinated to the Liens on such collateral securing the Revolving Credit Obligations, any such use of Cash Collateral or any such DIP Financing provided by the Term Loan Claimholders or any Additional Pari Passu Claimholders (and all obligations relating thereto), and to any other Liens granted to the Term Loan Claimholders and to the Additional Pari Passu Claimholders as adequate protection, all on the same basis as the other Liens of the Term Loan Collateral Agent and Additional Pari Passu Debt Representative on Current Asset Collateral; and

(4)in the event the Term Loan Collateral Agent, on behalf of itself or any of the Term Loan Claimholders, or a Additional Pari Passu Debt Representative, for itself and on behalf of the Additional Pari Passu Claimholders, seeks or requests adequate protection in respect of Fixed Asset Collateral and such adequate protection is granted in the form of additional collateral (even if such collateral is not of a type which would otherwise have constituted Fixed Asset Collateral), then each of the Term Loan Collateral Agent, on behalf of itself and any of the Term Loan Claimholders, and the  Additional Pari Passu Debt Representatives, on behalf of the Additional Pari Passu Claimholders, agrees that the Revolving Credit Facility Collateral Agent may also be granted a Lien on the same additional collateral as security for the Revolving Credit Obligations and for any Cash Collateral use or DIP Financing provided by the Revolving Credit Claimholders, and the Revolving Credit Facility Collateral Agent, on behalf of itself and any of the Revolving Credit Claimholders, agrees that any Lien on such additional collateral securing the Revolving Credit Obligations shall be subordinated to the Liens on such collateral securing the Term Loan Obligations or the Additional Pari Passu Obligations, any such use of cash Collateral or any such DIP Financing provided by the Revolving Credit Claimholders (and all obligations relating thereto) and to any other Liens granted to the Revolving Credit Claimholders as adequate protection, all on the same basis as the other Liens of the Revolving Credit Facility Collateral Agent on Fixed Asset Collateral.

(d)Except as otherwise expressly set forth in this Section 6 or in connection with the exercise of remedies with respect to (i) the Current Asset Collateral, nothing herein shall limit the rights of the Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu Debt Representative or the Additional Pari Passu Claimholders from seeking adequate protection with respect to their rights in the Fixed Asset Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise) or (ii) the Fixed Asset Collateral, nothing herein shall limit the rights of the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders from seeking adequate protection with respect to their rights in the Current Asset Collateral in any Insolvency or Liquidation Proceeding (including adequate protection in the form of a cash payment, periodic cash payments or otherwise).

6.4Avoidance Issues.  If any Revolving Credit Claimholder, Additional Pari Passu Claimholders or Term Loan Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the applicable Grantor any amount paid in respect of Revolving Credit Obligations, Additional Pari Passu Obligations or the Term Loan Obligations, as the case may be (a “Recovery”), then such Revolving Credit Claimholders, Additional Pari Passu Claimholders or Term Loan Claimholders shall be entitled to a reinstatement of Revolving Credit

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Obligations, Additional Pari Passu Obligations or the Term Loan Obligations, as the case may be, with respect to all such recovered amounts.  If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.

6.5Reorganization Securities.  If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, on account of Revolving Credit Obligations, on account of the Additional Pari Passu Obligations and on account of the Term Loan Obligations, then, to the extent the debt obligations distributed on account of the Revolving Credit Obligations, on account of the Additional Pari Passu Obligations and on account of the Term Loan Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the debt obligations so distributed, to the Liens securing such debt obligations and the distribution of proceeds thereof.

6.6Post-Petition Interest.

(a)None of the Term Loan Collateral Agent, any Additional Pari Passu Debt Representative, any Term Loan Claimholder or any of the Additional Pari Passu Claimholders shall oppose or seek to challenge any claim by the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder for allowance in any Insolvency or Liquidation Proceeding of Revolving Credit Obligations consisting of Post-Petition Interest, fees or expenses to the extent of (i) the value of the Lien on the Current Asset Collateral securing any Revolving Credit Obligations, without regard to the existence of any Lien of the Term Loan Collateral Agent or any Additional Pari Passu Debt Representative on the Current Asset Collateral and (ii) the value of the Lien on the Fixed Asset Collateral securing any Revolving Credit Obligations, taking into account the existence of any Lien of the Term Loan Collateral Agent or a Additional Pari Passu Debt Representative on the Fixed Asset Collateral.

(b)Neither the Revolving Credit Facility Collateral Agent nor any other Revolving Credit Claimholder shall oppose or seek to challenge any claim by the Term Loan Collateral Agent, any Term Loan Claimholder, any Additional Pari Passu Debt Representative or any of the Additional Pari Passu Claimholders for allowance in any Insolvency or Liquidation Proceeding of Term Loan Obligations or of the Additional Pari Passu Obligations consisting of Post-Petition Interest, fees or expenses to the extent of (i) the value of the Lien on the Fixed Asset Collateral securing any Term Loan Obligations or any Additional Pari Passu Obligations, without regard to the existence of any Lien of the Revolving Credit Facility Collateral Agent on behalf of the Revolving Credit Claimholders on the Fixed Asset Collateral and (ii) the value of the Lien on the Current Asset Collateral securing any Term Loan Obligations and any Additional Pari Passu Obligations, taking into account the existence of any Lien of the Revolving Credit Facility Collateral Agent on behalf of the Revolving Credit Claimholders on the Current Asset Collateral.

6.7Waiver – 1111(b)(2) Issues.

(a)The Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, and the Additional Pari Passu Debt Representative, on behalf of the Additional Pari Passu Claimholders, each waives any objection or claim any Term Loan Claimholder or any of the Additional Pari Passu Claimholders may hereafter have against any Revolving Credit Claimholder arising out of the election of any Revolving Credit Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code to any claims of such Revolving Credit Claimholder and agrees that in the case of any such election

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it shall have no claim or right to payment with respect to the Current Asset Collateral in or from such Insolvency or Liquidation Proceeding.

(b)The Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, waives any objection or claim any Revolving Credit Claimholder may hereafter have against any Term Loan Claimholder or any of the Additional Pari Passu Claimholders arising out of the election of any Term Loan Claimholder or any of the Additional Pari Passu Claimholders of the application of Section 1111(b)(2) of the Bankruptcy Code to any claims of such Term Loan Claimholder or any such Additional Pari Passu Claimholders and agrees that in the case of any such election it shall have no claim or right to payment with respect to the Fixed Asset Collateral in or from such Insolvency or Liquidation Proceeding.

6.8Asset Dispositions in an Insolvency or Liquidation Proceeding.

(a)None of the Term Loan Collateral Agent, any Term Loan Claimholder, any Additional Pari Passu Debt Representative or any of the Additional Pari Passu Claimholders shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any Current Asset Collateral that is supported by the Revolving Credit Claimholders, and the Term Loan Collateral Agent, the Term Loan Claimholders and the Additional Pari Passu Claimholders shall be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any Current Asset Collateral supported by the Revolving Credit Claimholders and to have released their Liens on such assets.

(b)Neither the Revolving Credit Facility Collateral Agent nor any Revolving Credit Claimholder shall, in any Insolvency or Liquidation Proceeding or otherwise, oppose any sale or disposition of any Fixed Asset Collateral that is supported by the Term Loan Claimholders and the Additional Pari Passu Claimholders, and the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders shall be deemed to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any sale of any Fixed Asset Collateral supported by the Term Claimholders and the Additional Pari Passu Claimholders and to have released their Liens on such assets; provided that this Section 6.8(b) shall not apply to any sale or disposition of Real Property unless the Revolving Credit Facility Collateral Agent have received at least 90 days’ prior notice of the consummation of any such sale.

6.9Additional Section 363 and Section 364 Matters.

(a)To the extent that the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder has or acquires rights under Section 363 or Section 364 of the Bankruptcy Code or otherwise with respect to any of the Fixed Asset Collateral, the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, agrees not to assert any of such rights without the prior written consent of the Term Loan Collateral Agent and each Additional Pari Passu Debt Representative; provided that if requested by the Term Loan Collateral Agent or a Additional Pari Passu Debt Representative, the Revolving Credit Facility Collateral Agent shall timely exercise such rights in the manner reasonably requested by the Term Loan Collateral Agent or such Additional Pari Passu Debt Representative, including any rights to payments in respect of such rights.

(b)To the extent that the Term Loan Collateral Agent, any Term Loan Claimholder, any Additional Pari Passu Debt Representative or any of the Additional Pari Passu Claimholders has or acquires rights under Section 363 or Section 364 of the Bankruptcy Code or otherwise with respect to any of the Current Asset Collateral, the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, and the Additional Pari Passu Debt Representative, for itself and on behalf of the Additional Pari Passu Claimholders, each agrees not to assert any of such rights without the prior written

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consent of the Revolving Credit Facility Collateral Agent; provided that if requested by the Revolving Credit Facility Collateral Agent, the Term Loan Collateral Agent and the applicable Additional Pari Passu Debt Representative shall timely exercise such rights in the manner reasonably requested by the Revolving Credit Facility Collateral Agent, including any rights to payments in respect of such rights.

6.10Effectiveness in Insolvency or Liquidation Proceedings.  The parties hereto expressly acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code.

6.11Separate Grants of Security and Separate Classification.

(a)The Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, each Additional Pari Passu Debt Representative, for itself and on behalf of the Additional Pari Passu Claimholders, and the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, acknowledges and agrees that the grants of Liens pursuant to the Revolving Credit Facility Security Documents, the Term Loan Security Documents and each Additional Pari Passu Security Document constitute separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, the Term Loan Obligations, the Additional Pari Passu Obligations and the Revolving Credit Obligations are fundamentally different from one another, and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation Proceeding.  In furtherance of the foregoing, each of the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, and Additional Pari Passu Debt Representative, for itself and on behalf of the Additional Pari Passu Claimholders, agrees that the Term Loan Claimholders, the Revolving Credit Claimholders and each Series of applicable Additional Pari Passu Claimholders will vote as separate classes in connection with any plan of reorganization in any Insolvency or Liquidation Proceeding and that neither any Agent nor any Claimholder will seek to vote with the other as a single class in connection with any plan of reorganization in any Insolvency or Liquidation Proceeding.

(b)To further effectuate the intent of the parties as provided in this Section 6.11, if it is held that the claims of the Term Loan Claimholders or any Series of Additional Pari Passu Claimholders, on the one hand, and the Revolving Credit Claimholders, on the other hand, in respect of the Fixed Asset Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, the Additional Pari Passu Debt Representative, for itself and on behalf of the Additional Pari Passu Claimholders, and the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Fixed Asset Collateral (with the effect being that, to the extent that the aggregate value of the Fixed Asset Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Credit Claimholders), the Term Loan Claimholders and Additional Pari Passu Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Term Loan Agreement and applicable Additional Pari Passu Loan Agreement, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by the Revolving Credit Claimholders, with the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledging and agreeing to turn over to the Designated Fixed Asset Collateral Representative, for itself and on behalf of the Term Loan Claimholders and the applicable Additional Pari Passu Claimholders, amounts otherwise received or receivable by them

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to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Revolving Credit Claimholders).

(c)To further effectuate the intent of the parties as provided in this Section 6.11, if it is held that the claims of the Term Loan Claimholders and any of the Additional Pari Passu Claimholders, on the one hand, and the Revolving Credit Claimholders, on the other hand, in respect of the Current Asset Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each of the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, each Additional Pari Passu Debt Representative, for itself and on behalf of the applicable Additional Pari Passu Claimholders, and the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Current Asset Collateral (with the effect being that, to the extent that the aggregate value of the Current Asset Collateral is sufficient (for this purpose ignoring all claims held by the Term Loan Claimholders and the Additional Pari Passu Claimholders), the Revolving Credit Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest, including any additional interest payable pursuant to the Revolving Credit Agreement, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held by the Term Loan Claimholders or the Additional Pari Passu Claimholders, with the Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders and the Additional Pari Passu Debt Representative, for itself and on behalf of the Additional Pari Passu Claimholders, each hereby acknowledging and agreeing to turn over to the Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Term Loan Claimholders or the Additional Pari Passu Claimholders).

(d)Notwithstanding anything in the foregoing to the contrary, each of the Term Loan Collateral Agent, the Term Loan Claimholders, each Additional Pari Passu Debt Representative and the Additional Pari Passu Claimholders, on the one hand, and the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders, on the other hand, shall retain the right to vote and otherwise act in any Insolvency or Liquidation Proceeding (including the right to vote to accept or reject any plan of reorganization) to the extent not inconsistent with the provisions hereof.

SECTION 7.  Reliance; Waivers, Etc.

7.1Reliance.  Other than any reliance on the terms of this Agreement, the Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders under its Revolving Credit Facility Credit Documents, acknowledges that it and such Revolving Credit Claimholders have, independently and without reliance on the Term Loan Collateral Agent, any Term Loan Claimholders, any Additional Pari Passu Debt Representative or any of the Additional Pari Passu Claimholders, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into such Revolving Credit Facility Credit Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Revolving Credit Agreement or this Agreement.  Other than any reliance on the terms of this Agreement, the Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders, and each Additional Pari Passu Debt Representative, for itself and on behalf of the applicable Additional Pari Passu Claimholders, each acknowledges that it and the Term Loan Claimholders and Additional Pari Passu Claimholders have, independently and without reliance on the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholder, and based on

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documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the Term Loan Credit Documents and each of the Additional Pari Passu Credit Documents, as applicable, and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Term Loan Credit Documents, the applicable Additional Pari Passu Credit Documents or this Agreement.

7.2No Warranties or Liability.  The Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders under the Revolving Credit Facility Credit Documents, acknowledges and agrees that none of the Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu Debt Representative or any of the Additional Pari Passu Claimholders have made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Term Loan Credit Documents or any of the Additional Pari Passu Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.  Except as otherwise provided in this Agreement, the Term Loan Collateral Agent and the Term Loan Claimholders and the Additional Pari Passu Debt Representative and the Additional Pari Passu Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Term Loan Credit Documents and the applicable Additional Pari Passu Credit Documents in accordance with law and such documents, as they may, in their sole discretion, deem appropriate.  The Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders, and the Additional Pari Passu Debt Representative, for itself and on behalf of the benefit of the applicable Additional Pari Passu Claimholders, each acknowledges and agrees that each of the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Revolving Credit Facility Credit Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.  Except as otherwise provided in this Agreement, the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective Revolving Credit Facility Credit Documents in accordance with law and the Revolving Credit Documents, as they may, in their sole discretion, deem appropriate.  None of the Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu Debt Representative or the Additional Pari Passu Claimholders shall have any duty to the Revolving Credit Facility Collateral Agent or any of the Revolving Credit Claimholders, and the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders shall have no duty to the Term Loan Collateral Agent, any of the Term Loan Claimholders, any Additional Pari Passu Debt Representative or any of the Additional Pari Passu Claimholders to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the Revolving Credit Facility Credit Documents and the Term Loan Credit Documents), regardless of any knowledge thereof which they may have or be charged with.

7.3No Waiver of Lien Priorities.

(a)No right of the Agents, the Revolving Credit Claimholders, the Term Loan Claimholders or the Additional Pari Passu Claimholders to enforce any provision of this Agreement or any of their respective credit documents shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by such Agents, Revolving Credit Claimholders, Term Loan Claimholders or Additional Pari Passu Claimholders, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement, any of the Revolving Credit Facility Credit Documents, Additional Pari Passu Credit Documents or any of the Term Loan Credit Documents, regardless of any knowledge thereof which the Agents or the Revolving Credit Claimholders, Additional Pari Passu Claimholders or the Term Loan Claimholders, or any of them, may have or be otherwise charged with.

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(b)Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Grantors under the Revolving Credit Facility Credit Documents, the Term Loan Credit Documents and the applicable Additional Pari Passu Credit Documents, and subject to the provisions of Sections 2.3, 2.4 and 5.3), the Agents, the Revolving Credit Claimholders, the Term Loan Claimholders and the Additional Pari Passu Claimholders may, at any time and from time to time in accordance with the Revolving Credit Facility Credit Documents, the Term Loan Credit Documents, the Additional Pari Passu Credit Documents and/or applicable law, without the consent of, or notice to, the other Agent or the Revolving Credit Claimholders, the Term Loan Claimholders or the Additional Pari Passu Claimholders (as the case may be), without incurring any liabilities to such Persons (except for liabilities for breach of obligations under this Agreement) and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy is affected, impaired or extinguished thereby) do any one or more of the following:

(1)change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter, the terms of any of the Obligations or any Lien or guaranty thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by the applicable Agent or any rights or remedies under any of the Revolving Credit Facility Credit Documents, the Term Loan Credit Documents or any Additional Pari Passu Credit Documents; provided that any such increase in the Revolving Credit Obligations, the Term Loan Obligations or the Additional Pari Passu Obligations, as applicable, shall not, except to the extent permitted pursuant to Section 6.1(a), increase the sum of the Indebtedness (as defined in the Revolving Credit Agreement or Term Loan Agreement, as applicable) constituting principal under the Revolving Credit Agreement, the Term Loan Agreement or any Additional Pari Passu Loan Agreement, as applicable, and (in the case of the Revolving Credit Obligations), the face amount of any letters of credit, bank guarantees and similar instruments issued or otherwise outstanding under the Revolving Credit Agreement and not reimbursed, to an amount in excess of the Revolving Credit Facility Cap Amount (in the case of Revolving Credit Obligations) or the Term Loan Cap Amount (in the case of Term Loan Obligations) or an amount that when added to the Term Loan Cap Amount would exceed $1.45 billion (in the case of Additional Pari Passu Obligations);

(2)sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral (except to the extent provided in this Agreement) or any liability of any Grantor or any liability incurred directly or indirectly in respect thereof;

(3)settle or compromise any Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability in any manner or order that is not inconsistent with the terms of this Agreement; and

(4)exercise or delay in or refrain from exercising any right or remedy against any security or any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor.

(c)Except as otherwise provided herein, the Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, also agrees that none of the Term Loan Claimholders, the Term Loan Collateral Agent, any Additional Pari Passu Debt Representative or any of the Additional Pari Passu Claimholders shall have any liability to the Revolving Credit Facility Collateral Agent or any Revolving Credit Claimholders, and the Revolving Credit Facility Collateral Agent, on

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behalf of itself and the Revolving Credit Claimholders, hereby waives any claim against any such Person, arising out of any and all actions which such Person may take or permit or omit to take with respect to:

(1)the Term Loan Credit Documents or any of the Additional Pari Passu Credit Documents;

(2)the collection of the Term Loan Obligations or the Additional Pari Passu Obligations; or

(3)the foreclosure upon, or sale, liquidation or other disposition of, any Fixed Asset Collateral.

The Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees that neither the Term Loan Claimholders, the Term Loan Collateral Agent, any Additional Pari Passu Debt Representative nor the Additional Pari Passu Claimholders have any duty to them in respect of the maintenance or preservation of the Fixed Asset Collateral, the Term Loan Obligations or otherwise.

(d)Except as otherwise provided herein, each of the Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders, and each Additional Pari Passu Debt Representative, on behalf of itself and the applicable Additional Pari Passu Claimholders, also agrees that the Revolving Credit Claimholders and the Revolving Credit Facility Collateral Agent shall have no liability to the Term Loan Collateral Agent, any Term Loan Claimholders, any Additional Pari Passu Debt Representative or any of the Additional Pari Passu Claimholders, and the Term Loan Collateral Agent, on behalf of itself and the Term Loan Lenders, and each Additional Pari Passu Debt Representative, on behalf of itself and the applicable Additional Pari Passu Claimholders, each hereby waives any claim against any Revolving Credit Claimholder or the Revolving Credit Facility Collateral Agent, arising out of any and all actions which the Revolving Credit Claimholders or the Revolving Credit Facility Collateral Agent may take or permit or omit to take with respect to:

(1)the Revolving Credit Facility Credit Documents;

(2)the collection of the Revolving Credit Obligations; or

(3)the foreclosure upon, or sale, liquidation or other disposition of, any Current Asset Collateral.

The Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders, and each Additional Pari Passu Debt Representatives on behalf of itself and the applicable Additional Pari Passu Claimholders, each agrees that the Revolving Credit Claimholders and the Revolving Credit Facility Collateral Agent have no duty to them in respect of the maintenance or preservation of the Current Asset Collateral, the Revolving Credit Obligations or otherwise.

(e)Until the Discharge of Term Loan Obligations and the Discharge of Additional Pari Passu Obligations, the Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Fixed Asset Collateral or any other similar rights a junior secured creditor may have under applicable law.

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(f)Until the Discharge of Revolving Credit Obligations, the Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders, and each Additional Pari Passu Debt Representative, on behalf of itself and the applicable Additional Pari Passu Claimholders, each agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Current Asset Collateral or any other similar rights a junior secured creditor may have under applicable law.

7.4Obligations Unconditional.  All rights, interests, agreements and obligations of the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders, the Term Loan Collateral Agent and the Term Loan Claimholders, and each Additional Pari Passu Debt Representative and the Additional Pari Passu Claimholders, respectively, hereunder shall remain in full force and effect irrespective of:

(a)any lack of validity or enforceability of any Revolving Credit Facility Credit Documents, any Term Loan Credit Documents, or any Additional Pari Passu Credit Documents, as the case may be;

(b)except as otherwise expressly set forth in this Agreement, any change in the time, manner or place of payment of, or in any other terms of, all or any of the Revolving Credit Obligations, any Additional Pari Passu Obligations or the Term Loan Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Revolving Credit Facility Credit Document, any Term Loan Credit Document or any Additional Pari Passu Credit Documents;

(c)except as otherwise expressly set forth in this Agreement, any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Revolving Credit Obligations, the Term Loan Obligations or the Additional Pari Passu Obligations, or any guaranty of the foregoing;

(d)the commencement of any Insolvency or Liquidation Proceeding in respect of the any Grantor; or

(e)any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Grantor in respect of the Revolving Credit Facility Collateral Agent, the Revolving Credit Obligations, any Revolving Credit Claimholder, the Term Loan Collateral Agent, the Term Loan Obligations, any Term Loan Claimholder, any Additional Pari Passu Debt Representative, the Additional Pari Passu Obligations or any of the Additional Pari Passu Claimholders in respect of this Agreement.

SECTION 8.  Miscellaneous.

8.1Conflicts.  In the event of any conflict between the provisions of this Agreement and the provisions of any Revolving Credit Facility Credit Document, any Term Loan Credit Document, or any Additional Pari Passu Credit Documents, the provisions of this Agreement shall govern and control.  Notwithstanding the foregoing, the parties hereto acknowledge that, except as expressly set forth herein, this Agreement does not impose any obligations on the Loan Parties.

8.2Effectiveness; Continuing Nature of this Agreement; Severability.  This Agreement shall become effective when executed and delivered by the parties hereto.  This is a continuing agreement of lien subordination and the Revolving Credit Claimholders, the Term Loan Claimholders and the Additional Pari Passu Claimholders may continue, at any time and without notice to any Agent, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor in reliance hereon.  Each of the Agents, on behalf of itself and the Revolving Credit Claimholders, the Term Loan Claimholders or the Additional Pari Passu Claimholders, as the case may be, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement.  The terms of this Agreement shall survive, and shall continue in full force and effect, during and after the commencement of an Insolvency or Liquidation Proceeding.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or trustee for any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.  This Agreement shall terminate and be of no further force and effect:

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(a)with respect to the Revolving Credit Facility Collateral Agent, the Revolving Credit Facility Administrative Agent, the Revolving Credit Claimholders and the Revolving Credit Obligations, on the date of the Discharge of Revolving Credit Obligations, subject to the provisions of Section 5.5 and the rights of the Revolving Credit Claimholders under Sections 4.4 and 6.4;

(b) with respect to the Term Loan Collateral Agent, the Term Loan Administrative Agent, the Term Loan Claimholders and the Term Loan Obligations, on the date of the Discharge of Term Loan Obligations, subject to the provisions of Section 5.5 and the rights of the Term Loan Claimholders under Sections 4.4 and 6.4; and

(c)with respect to each applicable Additional Pari Passu Debt Representative, the Additional Pari Passu Claimholders of any Series and any Additional Pari Passu Obligations relating to such Series, on the date of the Discharge of Additional Pari Passu Obligations with respect to such Series only, subject to the provisions of Section 5.5 and the rights of the Additional Pari Passu Claimholders under Sections 4.4 and 6.4.

8.3Amendments; Waivers.  No amendment, modification or waiver of any of the provisions of this Agreement by the Term Loan Collateral Agent, the Revolving Credit Facility Collateral Agent or any Additional Pari Passu Debt Representative shall be deemed to be made unless the same shall be in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time.  Notwithstanding the foregoing, no Grantor shall have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent that such amendment, modification or waiver (i) directly and adversely affects or impairs its rights under this Agreement, under the Term Loan Credit Documents, under any Additional Pari Passu Credit Documents or under the Revolving Credit Facility Credit Documents, or (ii) directly imposes any additional obligation or liability upon it.

8.4Information Concerning Financial Condition of the Grantors and their Subsidiaries.  The Revolving Credit Facility Collateral Agent, the Revolving Credit Claimholders, the Term Loan Collateral Agent, the Term Loan Claimholders, each Additional Pari Passu Debt Representative and the Additional Pari Passu Claimholders, shall each be responsible for keeping themselves informed of (a) the financial condition of the Grantors and their Subsidiaries and all endorsers and/or guarantors of the Revolving Credit Obligations, the Term Loan Obligations and the applicable Additional Pari Passu Obligations, and (b) all other circumstances bearing upon the risk of nonpayment of the respective obligations.  None of the Agents or Claimholders shall have any duty to advise any other such Person of information known to it or them regarding such condition or any such circumstances or

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otherwise.  In the event that any Agent or any Claimholder undertakes at any time or from time to time to provide any such information to any of the others, it or they shall be under no obligation:

(a)to make, and shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided;

(b)to provide any additional information or to provide any such information on any subsequent occasion;

(c)to undertake any investigation; or

(d)to disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

8.5Subrogation.

(a)With respect to the value of any payments or distributions in cash, property or other assets that any of the Term Loan Claimholders, the Term Loan Collateral Agent, any Additional Pari Passu Debt Representative or the Additional Pari Passu Claimholders (each a “Payor”) pays over to the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders under the terms of this Agreement, such Payor shall be subrogated to the rights of the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders; provided that, the Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders, and Additional Pari Passu Debt Representatives for the benefit of the applicable Additional Pari Passu Claimholders, each hereby agrees not to assert or enforce all such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Revolving Credit Obligations has occurred.  The Grantors acknowledge and agree that, to the extent permitted by applicable law, the value of any payments or distributions in cash, property or other assets received by any Payor that are paid over to the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders pursuant to this Agreement shall not reduce any of the Term Loan Obligations or applicable Additional Pari Passu Obligations.

(b)With respect to the value of any payments or distributions in cash, property or other assets that any of the Revolving Credit Claimholders or the Revolving Credit Facility Collateral Agent pays over to the Term Loan Collateral Agent, the Term Loan Claimholders, any Additional Pari Passu Debt Representative or the Additional Pari Passu Claimholders (each such Person, a “Payee”) under the terms of this Agreement, the Revolving Credit Claimholders and the Revolving Credit Facility Collateral Agent shall be subrogated to the rights of such Payee; provided that, the Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, hereby agrees not to assert or enforce all such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Term Loan Obligations and the Discharge of Additional Pari Passu Obligations have occurred.  The Grantors acknowledge and agree that, to the extent permitted by applicable law, the value of any payments or distributions in cash, property or other assets received by the Revolving Credit Facility Collateral Agent or the Revolving Credit Claimholders that are paid over to a Payee pursuant to this Agreement shall not reduce any of the Revolving Credit Obligations.

8.6SUBMISSION TO JURISDICTION; WAIVERS.

(a)JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF

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COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY:

(1)ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;

(2)WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

(3)AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 8.7 (OR IN THE CASE OF ANY GRANTOR ORGANIZED OR EXISTING UNDER THE LAWS OF A JURISDICTION OUTSIDE THE UNITED STATES, TO ITS AGENT SPECIFIED IN SECTION 8.18); AND

(4)AGREES THAT SERVICE AS PROVIDED IN CLAUSE (3) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.

(b)EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS.  EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE; MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 8.6(b) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(c)EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER REVOLVING CREDIT FACILITY LOAN DOCUMENT OR TERM LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO.

8.7Notices.  All notices to the Term Loan Claimholders and the Revolving Credit Claimholders permitted or required under this Agreement shall also be sent to the Term Loan Collateral Agent and the Revolving Credit Facility Collateral Agent, respectively.  Unless otherwise specifically

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provided herein, any notice hereunder shall be in writing and may be personally served or sent by telecopier or mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telecopier transmission, or upon deposit in the mail with postage prepaid and properly addressed.  For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s name on the signature pages hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

8.8Further Assurances.  The Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders under the Revolving Credit Facility Credit Documents, the Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders under the Term Loan Credit Documents, the Additional Pari Passu Debt Representatives, on behalf of itself and the applicable Additional Pari Passu Claimholders under the Additional Pari Passu Credit Documents, and the Grantors, agree that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as an Agent may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement.

8.9APPLICABLE LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.10Binding on Successors and Assigns.  This Agreement shall be binding upon the Revolving Credit Facility Collateral Agent, the Revolving Credit Facility Administrative Agent, the Revolving Credit Claimholders, the Term Loan Collateral Agent, the Term Loan Administrative Agent, the Term Loan Claimholders, each Additional Pari Passu Debt Representative, the Additional Pari Passu Claimholders and their respective successors and assigns.  Each Revolving Credit Facility Agent represents that it has not agreed to any modification of the provisions in the Revolving Credit Facility Credit Documents authorizing it to execute this Agreement and bind the other Revolving Credit Claimholders.  Each Term Loan Agent represents that it has not agreed to any modification of the provisions in the Term Loan Credit Documents authorizing it to execute this Agreement and bind the other Term Loan Claimholders.  Each Additional Pari Passu Debt Representative represents that it has not agreed to any modification of the provisions in the applicable Additional Pari Passu Credit Documents authorizing it to execute this Agreement and bind the Additional Pari Passu Claimholders.  Notwithstanding any implication to the contrary in any provision in any other section of the Agreement, no Agent makes any representation regarding the validity or binding effect of any of the Revolving Credit Facility Credit Documents or any of the Term Loan Credit Documents, or their authority to bind any of the Revolving Credit Claimholders or the Term Loan Claimholders through their execution of this Agreement.

8.11Specific Performance.  Each Agent may demand specific performance of this Agreement.  The Revolving Credit Facility Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, the Term Loan Collateral Agent, on behalf of itself and the Term Loan Claimholders, and Additional Pari Passu Debt Representatives for the benefit of the applicable Additional Pari Passu Claimholders each hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by any other Agent or Claimholder, as the case may be.

8.12Headings.  Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

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8.13Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by telecopier or other electronic image scan transmission (e.g., “PDF” or “tif” via e-mail) shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.

8.14Authorization.  By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement.

8.15No Third Party Beneficiaries.  This Agreement and the rights and benefits hereof shall inure to the benefit of each of the Agents, the Revolving Credit Claimholders and the Term Loan Claimholders, and to the extent applicable, to the Grantors.  Nothing in this Agreement shall impair, as between the Grantors and each Agent and each of the Claimholders, the obligations of the Grantors to pay principal, interest, fees and other amounts as provided in the applicable credit documents.

8.16Provisions to Define Relative Rights; Other Intercreditor Agreements.  Except with respect to the bailee and agency provisions of Section 5.4, the provisions of this Agreement are and are intended for the purpose of defining the relative rights of the Revolving Credit Facility Collateral Agent and the Revolving Credit Claimholders on the one hand, and the Term Loan Collateral Agent, the Term Loan Claimholders, the Additional Pari Passu Debt Representatives and the Additional Pari Passu Claimholders, on the other hand.  No Grantor nor any other creditor of any Grantor shall have any rights hereunder (other than the rights of the Grantors expressly set forth in Section 8.3) and no Grantor may rely on the terms hereof, except that the Grantors may rely on Sections 5.4 and 8.3 hereof with respect to matters set forth therein and, to the extent that any provision hereof governs the priority of security interests, the Grantors may rely on such provision in making representations and warranties relating to priority of security interests in the Revolving Credit Facility Credit Documents, the Term Loan Credit Documents and the Additional Pari Passu Credit Documents.  Nothing in this Agreement is intended to or shall impair the obligations of any Grantor, which are absolute and unconditional, to pay and perform the Revolving Credit Obligations, the Term Loan Obligations and the Additional Pari Passu Obligations, in each case as and when the same shall become due and payable in accordance with their terms. Nothing in this Agreement shall prevent one or more Series of Additional Pari Passu Claimholders from entering into intercreditor agreements with any other Series of Additional Pari Passu Claimholders or with the Term Loan Agents and Term Loan Claimholders in order to define the relative rights of such Agents and Claimholders with respect to the Common Collateral; provided that (i) any such agreement provides that it is subject to the terms of this Agreement, and (ii) no such agreement shall be binding on any Revolving Credit Claimholder or Revolving Credit Facility Agent or, unless an express party thereto, on any Term Loan Claimholder or any Term Loan Agent.

8.17Actions Upon Breach.  If any Term Loan Claimholder, any of the Additional Pari Passu Claimholders or any Revolving Credit Claimholder, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the applicable Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Claimholder may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.

8.18Joinder of Additional Grantors.  The Grantors party hereto shall cause each Person which, from time to time, after the date hereof, is required to be a Grantor pursuant to the terms of the Term Loan Credit Documents, to execute and deliver to the Agents an Intercreditor Agreement Joinder within five days (or such longer period as may be determined by the Agents in their sole

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discretion) of the date on which such Person becomes a party to any Revolving Credit Facility Security Document, any Additional Pari Passu Credit Documents or any Term Loan Security Document and, upon execution and delivery of such Intercreditor Joinder Agreement, such Person shall constitute a “Grantor” for all purposes hereunder with the same force and effect as if originally named as a Grantor herein.  The execution and delivery of such Intercreditor Agreement Joinder shall not require the consent of any other party hereto.  The obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

SECTION 9.  Designated Fixed Asset Collateral Agent

9.1Appointment, Duties, Powers and Authority.

(a)Each of the Term Loan Agent, for itself and on behalf of each Term Loan Claimholder, and each Additional Pari Passu Debt Representative, for itself and on behalf of the Additional Pari Passu Claimholders, irrevocably appoints and authorizes the Designated Fixed Asset Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are expressly delegated to it by the terms hereof, together with all such powers as are reasonably incidental thereto.  The Designated Fixed Asset Collateral Representative shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Claimholder or any Agent, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Designated Fixed Asset Collateral Representative shall be read into this Agreement or shall otherwise exist against the Designated Fixed Asset Collateral Representative.  The provisions of this Section 9 are solely for the benefit of the Designated Fixed Asset Collateral Representative, the Agents and the Claimholders.

(b)The Designated Fixed Asset Collateral Representative’s duties hereunder are solely ministerial and administrative in nature and it shall not have any duties or obligations except those expressly set forth herein.  Without limiting the generality of the foregoing, the Designated Fixed Asset Collateral Representative shall not have any duty to take any discretionary action or to exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) solely in accordance with this Agreement, provided that it shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Designated Fixed Asset Collateral Representative or any of its Affiliates to liability or that is contrary to any applicable law.

(c)Neither the Designated Fixed Asset Collateral Representative or any of its agents, officers, shareholders, affiliates, directors, managers, administrators, trustees, partners, employees, advisors and other representatives shall be liable to the other Agents or Claimholders for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct, as determined by a final judgment of a court of competent jurisdiction.

(d)The Designated Fixed Asset Collateral Representative shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement, any other Credit Agreement or the Collateral, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith or the adequacy, accuracy and/or completeness of the information contained therein, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, or (iv) the validity, effectiveness, enforceability or genuineness of this Agreement, the other Credit Agreements or any other instrument or writing furnished in connection herewith.

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9.2Exculpatory Provisions and Indemnity.

(a)The Designated Fixed Asset Collateral Representative shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement, any Credit Agreement or any other document furnished in connection herewith or therewith in accordance with the terms hereof.  The Designated Fixed Asset Collateral Representative shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The Designated Fixed Asset Collateral Representative also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.  The Designated Fixed Asset Collateral Representative may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

(b)The Company agrees to indemnify the Designated Fixed Asset Collateral Representative, and each of its Affiliates (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and out-of-pocket expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution, delivery and enforcement of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the other transactions contemplated hereby, or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or expenses (A) are determined by a final judgment of a court of competent jurisdiction to have arisen by reason of the Indemnitee’s gross negligence, bad faith or willful misconduct or (B) arise from any action solely among Indemnitees, other than any such actions that arise from an act or an omission of the Company or any Subsidiary (and provided that withstanding the foregoing provisions of this clause (B), the Designated Fixed Asset Collateral Representative, acting in such capacity, shall in any event be indemnified subject to the other limitations set forth in this Section; and provided, further, that in the absence of conflicts, reimbursement of reasonable legal fees, charges and disbursements in respect of any matter for which indemnification is sought shall be limited to reasonable fees, charges and disbursements of one counsel for all such Indemnitees (and any appropriate foreign and local counsel in applicable foreign and local jurisdictions).

(c)To the extent that the Company fails to promptly pay any amount to be paid by it to the Designated Fixed Asset Collateral Representative under paragraph (b) of this Section, each Agent severally agrees to pay to the Designated Fixed Asset Collateral Representative, such Agent’s pro rata share (determined as of the time that the applicable un-reimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the un-reimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Designated Fixed Asset Collateral Representative in its capacity as such.  For purposes hereof, an Agent’s “pro rata share” shall be determined based upon its Claimholders’ share of the sum of the total outstanding Obligations at the time.

(d)To the extent permitted by applicable law, neither the Company nor any Agent shall assert, and such Persons hereby waive, any claim against the Designated Fixed Asset Collateral Representative or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any other agreement or instrument contemplated hereby; provided that notwithstanding the foregoing, to the extent required by Section 9.2(b), the Company shall be required to

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indemnify each Indemnitee for any special, indirect, consequential or punitive damages of Persons other than any Indemnitee.

(e)The provisions of this Section 9.2 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or of any Credit Agreements, or any investigation made by or on behalf of the Designated Fixed Asset Collateral Representative.  All amounts due under this Section 9.2 shall be payable on written demand (together with customary backup documentation supporting such reimbursement request) therefor.

9.3Delegation of Duties.  The Designated Fixed Asset Collateral Representative may perform any and all of its duties and exercise its rights and powers hereunder by or through any one or more sub-agents appointed by the Designated Fixed Asset Collateral Representative.  The Designated Fixed Asset Collateral Representative and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates.  Each such sub-agent and the Affiliates of the Designated Fixed Asset Collateral Representative and each such sub-agent shall be entitled to the benefits of all provisions of this Section 9 (as though such sub-agents were the “The Designated Fixed Asset Collateral Representative”) as if set forth in full herein with respect thereto.

9.4Resignation and Removal.  The Designated Fixed Asset Collateral Representative may resign at any time by giving 30 days' prior written notice thereof to the Claimholders and the Agents.  Upon any such resignation, the Term Loan Agents and the Additional Pari Passu Debt Representatives shall have the right to appoint a successor Designated Fixed Asset Collateral Representative with the consent of the Revolving Credit Facility Agent (which consent shall not be unreasonably withheld, conditioned or delayed).  If no successor Designated Fixed Asset Collateral Representative shall have been so appointed by the Term Loan Agents and the Additional Pari Passu Debt Representatives, and shall have accepted such appointment, within 30 days after the retiring Designated Fixed Asset Collateral Representative gives notice of resignation, then the Revolving Credit Facility Agent may appoint a successor Designated Fixed Asset Collateral Representative.  Upon the acceptance of its appointment as such Designated Fixed Asset Collateral Representative hereunder by a successor Designated Fixed Asset Collateral Representative, such successor Designated Fixed Asset Collateral Representative shall thereupon succeed to and become vested with all the rights and duties of the retiring Designated Fixed Asset Collateral Representative, and the retiring Designated Fixed Asset Collateral Representative shall be discharged from its duties and obligations hereunder.  After any retiring Designated Fixed Asset Collateral Representative's resignation hereunder as Designated Fixed Asset Collateral Representative, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Designated Fixed Asset Collateral Representative.

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IN WITNESS WHEREOF, the parties hereto have executed this Intercreditor Agreement as of the date first written above.

CITIBANK, N.A.,
as Term Loan Administrative Agent and as Term Loan Collateral Agent
By:	/s/ David Jaffe
	Name:  David Jaffe
	Title:  Director/Vice President
	Citibank, N.A. 2 Penn's Way New Castle, DE 19720 Attention of:  Kenneth Rineheimer Telecopier No.:  212-994-0961 E-Mail Address:  Kenneth.Rinehimer@citigroup.com

CITIBANK, N.A.,
as Revolving Credit Facility Administrative Agent and as Revolving Credit Facility Collateral Agent
By:	/s/ David Jaffe
	Name:  David Jaffe
	Title:  Director/Vice President
	Citibank, N.A. 2 Penn's Way New Castle, DE 19720 Attention of:  Kenneth Rinehimer Telecopier No.:  212-994-0961 E-Mail Address:  Kenneth.Rinehimer@citigroup.com

Acknowledged and Agreed to by:

SOLUTIA INC.

By:	/s/ James A. Tichenor
Name:	James A. Tichenor
Title:	Authorized Officer

575 Maryville Centre Drive

P.O. Box 66760

St. Louis, Missouri  63166-6760

(courier delivers to: 575 Maryville Centre Drive, St. Louis, Missouri  63141)

Attention of:  James Tichenor and Paul J. Berra, III

Telecopier No.:  314-674-2721

E-Mail Address:

CPFILMS INC.

By:	/s/ James A. Tichenor
Name:	James A. Tichenor
Title:	Authorized Officer

c/o Solutia Inc.

575 Maryville Centre Drive

P.O. Box 66760

St. Louis, Missouri  63166-6760

(courier delivers to: 575 Maryville Centre Drive, St. Louis, Missouri  63141)

Attention of:  James Tichenor and Paul J. Berra, III

Telecopier No.:  314-674-2721

E-Mail Address:

FLEXSYS AMERICA CO.

By:	/s/ James A. Tichenor
Name:	James A. Tichenor
Title:	Authorized Officer

c/o Solutia Inc.

575 Maryville Centre Drive

P.O. Box 66760

St. Louis, Missouri  63166-6760

(courier delivers to: 575 Maryville Centre Drive, St. Louis, Missouri  63141)

Attention of:  James Tichenor and Paul J. Berra, III

Telecopier No.:  314-674-2721

E-Mail Address:

FLEXSYS AMERICA L.P.

by FLEXSYS AMERICA CO.,

its general partner

By:	/s/ James A. Tichenor
Name:	James A. Tichenor
Title:	Authorized Officer

c/o Solutia Inc.

575 Maryville Centre Drive

P.O. Box 66760

St. Louis, Missouri  63166-6760

(courier delivers to: 575 Maryville Centre Drive, St. Louis, Missouri  63141)

Attention of:  James Tichenor and Paul J. Berra, III

Telecopier No.:  314-674-2721

E-Mail Address:

MONCHEM INTERNATIONAL, INC.

By:	/s/ James A. Tichenor
Name:	James A. Tichenor
Title:	Authorized Officer

c/o Solutia Inc.

575 Maryville Centre Drive

P.O. Box 66760

St. Louis, Missouri  63166-6760

(courier delivers to: 575 Maryville Centre Drive, St. Louis, Missouri  63141)

Attention of:  James Tichenor and Paul J. Berra, III

Telecopier No.:  314-674-2721

E-Mail Address:

SOLUTIA BUSINESS ENTERPRISES, INC.

By:	/s/ James A. Tichenor
Name:	James A. Tichenor
Title:	Authorized Officer

c/o Solutia Inc.

575 Maryville Centre Drive

P.O. Box 66760

St. Louis, Missouri  63166-6760

(courier delivers to: 575 Maryville Centre Drive, St. Louis, Missouri  63141)

Attention of:  James Tichenor and Paul J. Berra, III

Telecopier No.:  314-674-2721

E-Mail Address:

SOLUTIA INTER-AMERICA, INC.

By:	/s/ James A. Tichenor
Name:	James A. Tichenor
Title:	Authorized Officer

c/o Solutia Inc.

575 Maryville Centre Drive

P.O. Box 66760

St. Louis, Missouri  63166-6760

(courier delivers to: 575 Maryville Centre Drive, St. Louis, Missouri  63141)

Attention of:  James Tichenor and Paul J. Berra, III

Telecopier No.:  314-674-2721

E-Mail Address:

SOLUTIA OVERSEAS, INC.

By:	/s/ James A. Tichenor
Name:	James A. Tichenor
Title:	Authorized Officer

c/o Solutia Inc.

575 Maryville Centre Drive

P.O. Box 66760

St. Louis, Missouri  63166-6760

(courier delivers to: 575 Maryville Centre Drive, St. Louis, Missouri  63141)

Attention of:  James Tichenor and Paul J. Berra, III

Telecopier No.:  314-674-2721

E-Mail Address:

SOLUTIA SYSTEMS, INC.

By:	/s/ James A. Tichenor
Name:	James A. Tichenor
Title:	Authorized Officer

c/o Solutia Inc.

575 Maryville Centre Drive

P.O. Box 66760

St. Louis, Missouri  63166-6760

(courier delivers to: 575 Maryville Centre Drive, St. Louis, Missouri  63141)

Attention of:  James Tichenor and Paul J. Berra, III

Telecopier No.:  314-674-2721

E-Mail Address:

S E INVESTMENT LLC

By:	/s/ James A. Tichenor
Name:	James A. Tichenor
Title:	Authorized Officer

c/o Solutia Inc.

575 Maryville Centre Drive

P.O. Box 66760

St. Louis, Missouri  63166-6760

(courier delivers to: 575 Maryville Centre Drive, St. Louis, Missouri  63141)

Attention of:  James Tichenor and Paul J. Berra, III

Telecopier No.:  314-674-2721

E-Mail Address: