SOLUTIA INC
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>ex10p3.txt
<TEXT>
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                                                                  Exhibit 10.3


                 SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT

         THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment"),
                                                                  ---------
dated as of May 31, 2007, is between SOLUTIA INC., a Delaware corporation (the
"Seller"), and THERMPHOS TRADING GMBH, a Swiss company (the "Buyer").
 ------                                                      -----

         WHEREAS, the Seller and the Buyer have entered into that certain
Asset Purchase Agreement dated as of March 11, 2007 (as amended by that First
Amendment to the Asset Purchase Agreement, dated as of March 13, 2007, the
"Purchase Agreement") 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
            -----------
shall have their respective meanings assigned in the Purchase Agreement.

         2. DEFINITION OF "ANCILLARY AGREEMENTS". The definition of "Ancillary
            ------------------------------------
Agreements" in Section 1.1 of the Purchase Agreement is hereby amended and
restated in its entirety to read as follows:

                     "Ancillary Agreements" means, collectively, the Bills of
                      --------------------
            Sale, the Assumption Agreements, the Employee Letter, the Lease
            and Operating Agreement, the Lease Agreements, the Transition
            Services Agreement, the Italian Letter Agreement, the Trademark
            Assignment Agreements, the Patent Assignment Agreements, the
            Premises Lease and Services Agreements and such other documents,
            agreements, deeds, instruments of sale, transfer and conveyance as
            are required to be delivered by a Party pursuant to the terms of
            this Agreement and are actually delivered by such Party.

         3. DEFINITION OF "BUSINESS EMPLOYEES". The definition of "Business
            ----------------------------------
Employees" is hereby amended by adding the words "but excluding in all cases
the Excluded Business Employee" after the words "regardless of the company
payroll on which such individuals are listed" in such definition.

         4. DEFINITION OF "EMPLOYEE LETTER". The definition of "Employee
            -------------------------------
Letter" in Section 1.1 of the Purchase Agreement is hereby amended and
restated in its entirety to read as follows:

                     "Employee Letter" means that certain letter dated as of
                      ---------------
            the date hereof between the Seller and the Buyer with respect to
            certain Business


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            Employee related matters (as such letter may be amended, restated
            or otherwise modified from time to time in writing executed by
            both parties thereto).

         5. DEFINITION OF "TRANSFERRING AFFILIATE". The definition of
            --------------------------------------
"Transferring Affiliate" in Section 1.1 is hereby amended and restated in its
entirety as follows:

                     "Transferring Affiliate" means (i) an Affiliate of the
                      ----------------------
            Seller that will be transferring Transferred Assets pursuant to
            this Agreement, (ii) Solutia Australia Pty. Ltd., (iii) Solutia
            (Thailand) Ltd. or (iv) Solutia South Africa (Pty.) Ltd ., as the
            case may be.

         6. NEW DEFINITIONS. Section 1.1 of the Purchase Agreement is hereby
            ---------------
amended by adding the following new definitions in Section 1.1 of the Purchase
Agreement in their proper alphabetical order:

                     "Excluded Business Employee" means the individual listed
                      --------------------------
            on Schedule 5 to the Employee Letter.

                     "GE Lease" means that certain Car Leasing Agreement
                      --------
            8180-83 (Rider No. 45) between the Seller and General Electric
            Railcar Services with respect to 16 railcars (and shall not be
            deemed to include any other Rider to such Car Leasing Agreement).

                     "Italian Letter Agreement" means that certain letter
                      ------------------------
            agreement by and among the Seller, the Buyer and Solutia Italy
            regarding certain matters related to the transfer of Transferred
            Assets held by Solutia Italy.

                     "P4 Working Fund" means the "Working Fund" (as such term
                      ---------------
            is defined in that certain Supply Agreement, dated as of May 31,
            2000, by and between the Seller, P4 Production, LLC and Pharmacia
            Corporation (as in effect on the Closing Date)).

                     "Resale Services" shall have the meaning ascribed to such
                      ---------------
            term in the Transition Services Agreement.

                     "Retained Inventory" means Inventory that is a Transferred
                      ------------------
            Asset that is owned by the Seller, Solutia Canada Inc., Solutia
            Australia Pty. Ltd., Solutia (Thailand) Ltd. or Solutia South
            Africa (Pty.) Ltd as of the Closing Time and is located in the
            jurisdiction of organization of such Person.

         7. SECTION 2.1.
            -----------

               (a) The first paragraph of Section 2.l of the Purchase
         Agreement is hereby amended and restated in its entirety as follows:


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                     Section 2.1 Purchase and Sale of Assets. Pursuant to
                                 ---------------------------
            Sections 363 and 365 of the Bankruptcy Code, the Sale Order and
            any other orders of the Bankruptcy Court pertaining to the
            Transactions (provided that such Orders conform to the
                          --------
            provisions of this Agreement and the Lease and Operating
            Agreement), upon the terms and subject to the conditions of this
            Agreement, at the Closing, the Seller shall, and shall cause its
            applicable Affiliates to, sell, assign, transfer, convey and
            deliver to the Buyer (or such of its Affiliates as the Buyer may
            direct), free and clear of all Encumbrances (other than
            Permitted Encumbrances), all of the Seller's and such
            Affiliates' rights, title and interest as of the Closing Time in
            and to the Transferred Assets (other than the Retained
            Inventory) and the Buyer shall (or shall procure that its
            relevant Affiliates shall) (i) purchase, acquire, accept and pay
            for the Transferred Assets (other than the Retained Inventory,
            except as provided in Section 2.1(ii)), (ii) pay for the
            Retained Inventory as if title thereto were being transferred on
            the Closing Date and (iii) assume the Assumed Liabilities.
            "Transferred Assets" shall mean the rights, title and interest
             ------------------
            of the Seller and its Affiliates in and to the assets,
            buildings, properties and rights (wherever located, including in
            transit to the Seller and its Affiliates), whether tangible or
            intangible, used or held for use (except for assets described in
            Section 2.1(k) and Section 2.1(l)) exclusively in the Business
            (other than the Excluded Assets), as they exist at the Closing
            Time, as set forth below:

               (b) Section 2.1 of the Purchase Agreement is hereby further
         amended by adding the following language at the end of Section 2.1:

            Notwithstanding the foregoing, the GE Lease shall be deemed
            sold, transferred and assigned to Thermphos USA Corp., after the
            Closing Time, without further action by any of the parties to
            this Agreement or to the GE Lease upon entry of the Stipulation
            and Order Resolving the Objection of General Electric Railcar
            Services to the Proposed Assumption and Assignment of Certain
            Executory Contracts by Solutia Inc. and Determining the Cure
            Amount by the Bankruptcy Court.

         8. SECTION 2.1(i). Section 2.1(i) of the Purchase Agreement is hereby
            --------------
amended and restated in its entirety to read as follows:

                     (i) all credits, prepaid expenses, security
            deposits and all prepayments or deposits, in each case in
            respect of orders or product to be shipped after the
            Closing, and in each case to the extent relating exclusively
            to the Business;

         9. SECTION 2.8. Sections 2.8(b), (c) and (d) of the Purchase
            -----------
Agreement are hereby amended and restated in its entirety as follows:

               (b) Final Inventory Value Adjustment/P4 Amount.
                   ------------------------------------------


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                     (i) Within sixty (60) days following the Closing
            Date, the Seller shall deliver to the Buyer the Final
            Inventory Value Statement and a statement showing the
            calculation of an amount equal to the amount of the balance
            of the P4 Working Fund as of the Closing Time (such amount,
            the "P4 Amount" and such statement, the "P4 Statement"). The
                 ---------                           ------------
            Final Inventory Value Statement shall be prepared in a
            manner consistent with the Accounting Principles. The Seller
            shall derive the Final Inventory Value from the Final
            Inventory Value Statement, and shall deliver such
            calculation together with the Final Inventory Value
            Statement to the Buyer. The Buyer shall cause its employees
            and employees of the Business to assist the Seller and its
            Representatives in the preparation of the Final Inventory
            Value Statement and the P4 Statement and shall provide the
            Seller and its Representatives reasonable access, during
            normal business hours and upon reasonable prior notice, to
            the personnel, properties, books and records of the Buyer.

                     (ii) After receipt of the Final Inventory Value
            Statement and the P4 Statement, the Buyer shall have thirty
            (30) days to review the Final Inventory Value Statement and
            the P4 Statement. The Seller shall cooperate with the Buyer
            and its Representatives to provide them with any information
            used in preparing the Final Inventory Value Statement and
            the P4 Statement reasonably requested by the Buyer and its
            Representatives and reasonably available to the Seller. The
            Final Inventory Value Statement and the P4 Statement shall
            become final and binding on the thirtieth (30th) day
            following the delivery thereof, unless prior to the end of
            such period, the Buyer delivers to the Seller a written
            notice of its disagreement ("Notice of Disagreement")
                                         ----------------------
            specifying the nature and amount of any disputed item and
            accompanied by a certificate of the Buyer's auditors stating
            that they concur with each of the positions taken by the
            Buyer in the Notice of Disagreement. The Buyer shall be
            deemed to have agreed with all items and amounts in the
            Final Inventory Value Statement and the P4 Statement not
            specifically identified as a disputed item in the Notice of
            Disagreement, and such undisputed items shall be deemed
            final and binding and shall not be subject to review in
            accordance with Section 2.8(c). Any Notice of Disagreement
            may reference only disagreements based on mathematical
            errors or based on amounts reflected on the Final Inventory
            Value Statement or the P4 Statement not being calculated in
            accordance with the Accounting Principles.

               (c) Resolution of Notice of Disagreement. During
                   ------------------------------------
            the twenty (20) Business Day period following delivery of a
            Notice of Disagreement by the Buyer to the Seller, the
            Parties in good faith shall seek to resolve in writing any
            differences that they may have with respect to the disputed
            items specified therein (the "Disputed Items"). During such
                                          --------------
            twenty (20) Business Day period, the Buyer shall cooperate
            with the Seller and its Representatives to provide them with
            any information used in preparing the Notice of Disagreement
            reasonably requested by the Seller or its Representatives
            and reasonably available to the Buyer. Any Disputed Items
            resolved in writing between the Buyer and the Seller within
            such twenty (20) Business Day period shall be final and
            binding with respect to such items, and if the Seller and
            the Buyer agree in writing on the resolution of each


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            Disputed Item and the amount of the Final Inventory Value
            and the P4 Amount, the amount so determined shall be final
            and binding on the Parties for all purposes hereunder. If
            the Seller and the Buyer have not resolved all such
            differences by the end of such twenty (20) Business Day
            period, the Seller and the Buyer shall jointly submit, in
            writing, to a mutually acceptable internationally recognized
            independent public accounting firm (the "Independent
                                                     -----------
            Accounting Firm"), all Disputed Items remaining in dispute.
            ---------------
            The Parties shall deliver to the Independent Accounting Firm
            a written brief from each Party detailing its views as to
            the correct nature and amount of each Disputed Item
            remaining in dispute and the amount of the Final Inventory
            Value and/or the P4 Amount, as the case may be. The
            Independent Accounting Firm shall make a written
            determination as to each such Disputed Item and the amount
            of the Final Inventory Value and/or the P4 Amount, as the
            case may be, which determination shall be final and binding
            on the Parties for all purposes hereunder. The determination
            of the Independent Accounting Firm shall be accompanied by a
            certificate of the Independent Accounting Firm that it
            reached such determination in accordance with the provisions
            of this Section 2.8. The Independent Accounting Firm shall
            be Ernst & Young LLP or, if such firm is unable or unwilling
            to act, such other internationally recognized independent
            public accounting firm as shall be agreed in writing by the
            Seller and the Buyer. The Seller and the Buyer shall use
            their respective commercially reasonable efforts to cause
            the Independent Accounting Firm to render a written decision
            resolving the matters submitted to it within twenty (20)
            Business Days following the submission thereof. The
            Independent Accounting Firm shall be authorized to resolve
            only those Disputed Items remaining in dispute between the
            Parties in accordance with the provisions of this Section
            2.8 within the range of the difference between the Buyer's
            position with respect thereto and the Seller's position with
            respect thereto. Judgment may be entered upon the written
            determination of the Independent Accounting Firm in any
            court referred to in Section 10.9. The costs of any dispute
            resolution pursuant to this Section 2.8(c), including the
            fees and expenses of the Independent Accounting Firm and of
            any enforcement of the determination thereof, shall be borne
            by the Parties in inverse proportion as they may prevail on
            the matters resolved by the Independent Accounting Firm,
            which proportionate allocation shall be calculated on an
            aggregate basis based on the relative values of the amounts
            in dispute and shall be determined by the Independent
            Accounting Firm at the time the determination of such firm
            is rendered on the merits of the matters submitted. The fees
            and disbursements of the Representatives of each Party
            incurred in connection with the preparation or review by
            such Representatives of the Final Inventory Statement, the
            P4 Statement and preparation or review of any Notice of
            Disagreement, as applicable, shall be borne by such Party.
            The Parties agree that all information, documents and other
            materials prepared or disclosed by a Party (the "Disclosing
                                                             ----------
            Party") in connection with the processes described in this
            -----
            Section 2.8 will be exchanged as part of an offer of
            compromise and shall not be used (or requested to be
            provided, whether through discovery or otherwise) by the
            other Party in connection with any proceeding by such other
            Party or any of its Affiliates against the Disclosing Party
            or any of its


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            Affiliates, including any proceedings pursuant to Article VIII.

               (d) Final Settlement. Within three (3) Business Days after
                   ----------------
            the later of (A) the final determination of the Final Inventory
            Value and (B) the final determination of the P4 Amount pursuant
            to the provisions of this Section 2.8,

                     (i) the following amounts, if any, shall be paid by
            wire transfer of US Dollars in immediately available funds
            to such account or accounts as may be designated in writing
            by the Party entitled to such payment at least five (5)
            Business Days prior to such payment date:

                              (A) if the Final Inventory Adjustment
                     Amount is positive, the Buyer shall pay to the
                     Seller an amount equal to the Final Inventory
                     Adjustment Amount;

                              (B) if the Final Inventory Adjustment
                     Amount is negative, the Seller shall pay to the
                     Buyer an amount equal to the absolute value of the
                     Final Inventory Adjustment Amount; and

                     (ii) the Buyer shall pay to the Seller the amount
            equal to the P4 Amount as set forth on the final P4
            Statement.

        10. SECTION 3.3. Section 3.3 of the Purchase Agreement is hereby
            -----------
amended by adding the following new Section 3.3(c) after Section 3.3(b):

               (c) Notwithstanding any provision to the contrary in this
            Section 3.3, no representations or warranties are provided
            pursuant to this Section 3.3 (other than Section 3.3(a)(i))
            with respect to the Resale Services or any Local Transition
            Agreement executed in connection therewith.

        11. SECTION 5.6. A new Section 5.6(a)(v) is hereby added to the
            -----------
Purchase Agreement to read as follows:


                     (v) Business Employees in the United States.
                         ---------------------------------------
            Notwithstanding any other provision of this Agreement to the
            contrary, Business Employees in the United States shall not
            become Transferred Employees until the end of the "Leasing
            Period" (as defined in the Transition Services Agreement);
            provided, however, that the Buyer and its Affiliates shall
            be responsible for all Losses incurred with respect to any
            such Business Employee that would be the Buyer's
            responsibility under this Section 5.6 if the Business
            Employee had become a Transferred Employee effective on the
            Closing Date.

        12. SECTION 5.8. Section 5.8 of the Purchase Agreement is hereby
            -----------
amended by adding the following new Section 5.8(d) after Section 5.8(c):

               (d) Notwithstanding any provision to the contrary in this
            Agreement, (i) neither the Seller nor its Affiliates shall have any
            obligation to


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            obtain any consent, authorization, qualification, order, approval
            or waiver from any Governmental Authority or any other Person in
            connection with the Resale Services or any Local Transition
            Agreement executed in connection therewith and (ii) the Sellers
            and its Affiliates shall be indemnified by the Buyer against any
            liabilities related thereto not caused by willful misconduct of
            the Sellers and their Affiliates).

        13. SECTION 5.12. Section 5.12(a) of the Purchase Agreement is hereby
            ------------
amended by deleting the words "After the Closing" and replacing such words
with the words "Except as set forth in Section 3 of the Transition Services
Agreement, after the Closing".

        14. SECTIONS 5.25
            -------------

                     Section 5.25 Certain Warehousing Agreements. As
                                  ------------------------------
            promptly as possible after the Closing Date, the Buyer shall
            (i) use commercially reasonable efforts to enter into (or
            cause its Affiliates to enter into) agreements with
            counterparties to agreements listed on Schedule 5.25 hereto
            (such agreements, the "Warehousing Agreements") with respect
                                   ----------------------
            to the Business and (ii) cooperate with the Seller in
            obtaining releases of the obligations of the Seller and its
            Affiliates under such Warehousing Agreements to the extent
            such obligations relate to the Business and arise from and
            after the time the Buyer or one of its Affiliates enters
            into a new agreement with the relevant counterparty.

        15. SCHEDULE 5.26. The Purchase Agreement is hereby amended by
            -------------
adding Schedule 5.26 (Warehouse Agreements) after Schedule 5.1 to the Purchase
Agreement in the form of Annex A hereto.

        16. EFFECT ON PURCHASE AGREEMENT.
            ----------------------------

                              (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.

        17. GOVERNING LAW. This Amendment and all disputes or
            -------------
controversies 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.

        18. EFFECTIVENESS; COUNTERPARTS. This Amendment may be executed in
            ---------------------------
two or more counterparts, all of which shall be considered one and the same
instrument and shall become effective, as of the date of the Purchase
Agreement, when one or more counterparts have been signed by each of the
undersigned and delivered to the other undersigned.


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        19. FACSIMILE SIGNATURE. This Agreement may be executed by
            -------------------
facsimile signature and a facsimile signature shall constitute an original for
all purposes.

        20. HEADINGS. The headings contained in this Amendment are for
            --------
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]



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         IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed as of the date first written above.

                                      SOLUTIA INC.


                                      By: /s/ David P. McCool
                                          -------------------
                                      Name: David P. McCool
                                      Title: Vice President and Deputy General
                                      Counsel



                                      THERMPHOS TRADING GMBH


                                      By: /s/ Henk Capello
                                          ----------------
                                      Name: Henk Capello
                                      Title: Director


                                      By: /s/ Carlos Galeano
                                          ------------------
                                      Name: Carlos Galeano
                                      Title: Director

Acknowledged and agreed:

THERMPHOS INTERNATIONAL B.V.

By: /s/ Henk Capello
    ----------------
Name: Henk Capello
Title: Director


By: /s/ Carlos Galeano
    ------------------
Name: Carlos Galeano
Title: Director
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