Joinder Abl Guarantee Agreement

Exhibit 10.3



Joinder Agreement



SUPPLEMENT NO. 1 dated as of May 5, 2008, to the Guarantee Agreement, dated as of February 28, 2008 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the " Guarantee Agreement "), among each of the subsidiaries of SOLUTIA INC., a Delaware corporation (the " U.S. Borrower ") listed on Schedule I thereto (each such subsidiary individually, a " Subsidiary Guarantor " and collectively, together with each other Subsidiary that becomes a party thereto, the " Subsidiary Guarantors ") in favor of CITIBANK, N.A., as collateral agent (in such capacity, together with its successors in such capacity, the " Collateral Agent ") on behalf of the Secured Parties (as defined in the Credit Agreement referred to below).



A. Reference is made 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 the U.S. Borrower; SOLUTIA EUROPE SA/NV, a Belgian limited liability company (" Solutia Europe "), FLEXSYS SA/NV, a Belgian limited liability company (" Flexsys "; 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 "), the lending institutions from time to time parties thereto (the " Lenders "), CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the " Administrative Agent "), the Collateral Agent, CITIBANK INTERNATIONAL PLC, as collateral agent for the European Secured Parties (in such capacity, together with its successors and assigns in such capacity, the " European Collateral Agent ", and together with the Collateral Agent, the " Collateral Agents ", and each a " Collateral Agent "), DEUTSCHE BANK AG, NEW YORK BRANCH, as syndication agent, GOLDMAN SACHS CREDIT PARTNERS L.P. (" GSCP "), as documentation agent; and CITIGROUP GLOBAL MARKETS INC., GSCP and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers and joint bookrunners. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee Agreement.



B. The Guarantors have entered into the Guarantee Agreement in order to induce the Lenders to enter into the Credit Agreement and to induce the Lenders to make Loans to the Borrowers under the Credit Agreement.



C. Pursuant to Section 5.15 of the Credit Agreement and Section 19 of the Guarantee Agreement, each Subsidiary (other than any ...