INTERCREDITOR AGREEMENT JOINDER Dated as of May 5, 2008
Exhibit
10.6
Dated as
of May 5, 2008
The
undersigned, S E Investment LLC, a Delaware limited liability company, hereby
agrees to become party as a Grantor under the Intercreditor Agreement, dated as
of February 28, 2008 (as
amended, restated, renewed, extended, supplemented or otherwise modified from
time to time, the “Intercreditor Agreement”;
capitalized terms used but not otherwise defined herein having the meanings
assigned to them in Section 1 of the Intercreditor Agreement), by and among
SOLUTIA INC., a Delaware corporation, 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, for all purposes thereof on the terms set forth therein, and to be
bound by the terms of the Intercreditor Agreement as fully as if the undersigned
had executed and delivered the Intercreditor Agreement as of the date
thereof.
The
provisions of Section 8 of the Intercreditor Agreement will apply with like
effect to this Intercreditor Agreement Joinder.
[Remainder
of page intentionally left blank; signature page follows.]
IN
WITNESS WHEREOF, the undersigned has caused this Intercreditor Joinder Agreement
to be duly executed by its authorized officers or representatives as of the date
first written above.
S
E INVESTMENT LLC
By: /s/ ▇▇▇▇▇▇▇ ▇.
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Name:
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Title: President
Address
for notices:
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Attention
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