Exhibit 10.2
EXECUTION COPY
AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment"), dated
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as of March 13, 2007 is between SOLUTIA INC., a Delaware corporation (the
"Seller") and THERMPHOS TRADING GMBH, a Swiss company (the "Buyer").
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WHEREAS, the Seller and the Buyer have entered into that certain
Asset Purchase Agreement dated as of March 11, 2007 (the "Purchase Agreement")
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pursuant to which the Buyer has agreed to purchase assets of the Seller and
its Affiliates (as defined in the Purchase Agreement) that are used or held
for use exclusively in the Business (as defined in the Purchase Agreement);
and
WHEREAS, the parties hereto desire to amend the Purchase Agreement;
NOW, THEREFORE, in consideration of the foregoing premises, and the
covenants, representations and warranties set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged and accepted; the parties hereto hereby agree as follows:
1. DEFINITIONS. Capitalized terms used herein without definition
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shall have their respective meanings assigned in the Purchase Agreement.
2. SECTION 5.9(a). The first sentence of Section 5.9(a) of the
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Purchase Agreement is hereby amended and restated in its entirety to read as
follows:
The Seller shall file a motion or motions, in form and substance
reasonably satisfactory to the Buyer, seeking the issuance and
entry by the Bankruptcy Court of the Bidding Procedures Order and
the Sale Order and any other orders of the Bankruptcy Court that
the Parties reasonably determine are necessary or desirable to
effectuate the Transactions and shall use its commercially
reasonable efforts to have the Bankruptcy Court issue and enter
such orders as soon as practicable (it being acknowledged and
agreed that the Seller shall have no obligation to seek an
expedited or special hearing date for the hearing on motions
relating thereto). The Seller's motion seeking approval of the
Bidding Procedures Order and the Sale Order shall be filed no
later than March 22, 2007; provided, however, that if the hearing
currently scheduled in the Chapter 11 Case for April 11, 2007, is
cancelled or rescheduled before March 22, 2007, the Seller shall
not be required to file its motion seeking approval of the Bidding
Procedures Order and the Sale Order until the date that is no
later than 20 days prior to the next regularly scheduled hearing
in the Chapter 11 Case following such cancellation or
rescheduling.
3. EFFECT ON PURCHASE AGREEMENT.
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(a) On and after the date hereof, each reference in the
Purchase Agreement to "this Agreement", "herein", "hereof" or words
of similar import shall mean and be a reference to the Purchase
Agreement as amended hereby.
(b) Except as specifically amended by this Amendment, the
Purchase Agreement shall remain in full force and effect and the
Purchase Agreement, as amended by this Amendment, is hereby ratified
and confirmed in all respects.
4. GOVERNING LAW. This Amendment and all disputes or controversies
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arising out of or relating to this Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of New York,
without regard to the laws of any other jurisdiction that might be applied
because of the conflicts of laws principles of the State of New York.
5. EFFECTIVENESS; COUNTERPARTS. This Amendment may be executed in two
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or more counterparts, all of which shall be considered one and the same
instrument and shall become effective when one or more counterparts have been
signed by each of the undersigned and delivered to the other undersigned.
6. FACSIMILE SIGNATURE. This Agreement may be executed by facsimile
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signature and a facsimile signature shall constitute an original for all
purposes.
7. HEADINGS. The headings contained in this Amendment are for
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convenience of reference purposes only and shall not affect in any way the
meaning or interpretation of the Purchase Agreement or this Amendment.
[Signature Pages Follow]
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
SOLUTIA INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Deputy General
Counsel
THERMPHOS TRADING GMGH
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
Acknowledged and agreed:
THERMPHOS INTERNATIONAL B.V.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director