SECOND JOINDER AGREEMENT (Other First-Priority Lien Obligations)

Exhibit 10.3

Execution Version

SECOND JOINDER AGREEMENT

(Other First-Priority Lien Obligations)

This SECOND JOINDER AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of February 8, 2017, is among WILMINGTON TRUST, NATIONAL ASSOCIATION (the “New Representative”), as an Other First-Priority Lien Obligations Representative, JPMORGAN CHASE BANK, N.A., as ABL Facility Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Applicable First-Lien Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as First-Lien Collateral Agent, and HEXION INC. (on behalf of itself and its Subsidiaries).

This Agreement is supplemental to that certain ABL Intercreditor Agreement, dated as of March 28, 2013 (as supplemented on April 15, 2015, and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among the parties (other than the New Representative) referred to above. This Agreement has been entered into to record the accession of the New Representative as Other First-Priority Lien Obligations Representative under the Intercreditor Agreement and to evidence the authority granted by the New Representative to the Applicable First-Lien Agent and the First-Lien Collateral Agent to act on behalf of the New Representative under the Intercreditor Agreement.

ARTICLE I

Definitions

SECTION 1.01 Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Intercreditor Agreement.

ARTICLE II

Accession

SECTION 2.01 The New Representative agrees to become, with immediate effect, a party to and agrees to be bound by the terms of, the Intercreditor Agreement as an Other First-Priority Lien Obligations Representative as if it had originally been party to the Intercreditor Agreement as an Other First-Priority Lien Obligations Representative.

SECTION 2.02 The New Representative agrees that the Applicable First-Lien Agent and the First-Lien Collateral Agent shall have the authority to act on behalf of the New Representative under the Intercreditor Agreement, and each of the Applicable First-Lien Agent and the First-Lien Collateral Agent accepts such authority.

SECTION 2.03 The New Representative confirms that its address details for notices pursuant to the Intercreditor Agreement are as follows:

Wilmington Trust, National Association

Global Capital Markets

00 Xxxxx Xxxxx Xxxxxx

Xxxxx 0000

Xxxxxxxxxxx, Xxxxxxxxx 00000

Telephone: 000-000-0000

Facsimile: 000-000-0000

Attention: Hexion Administrator

SECTION 2.04 Each party to this Agreement (other than the New Representative) confirms the acceptance of the New Representative as an Other First-Priority Lien Obligations Representative for purposes of the Intercreditor Agreement.

SECTION 2.05 Wilmington Trust, National Association is acting in its capacity as Other First-Priority Lien Obligations Representative solely for the Secured Parties under that certain Indenture, dated as of the date hereof, among the Company, as issuer after giving effect to the Issuer’s Assumption (as defined in such Indenture), the guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time.

ARTICLE III

Miscellaneous

SECTION 3.01 This Agreement and any claim, controversy or dispute arising under or related to such Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

SECTION 3.02 This Agreement may be executed in 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 Agreement by facsimile transmission or any other electronic means shall be as effective as delivery of a manually signed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

[Remainder of this page intentionally left blank; signatures follow.]

2

JPMORGAN CHASE BANK, N.A.,
as ABL Facility Collateral Agent
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Executive Director

[Signature Page to the Second Joinder Agreement to the ABL Intercreditor Agreement]

WILMINGTON TRUST, NATIONAL ASSOCIATION, as New Representative
By:		/s/ Xxxx Xxxxxxxxx
Name:		Xxxx Xxxxxxxxx
Title:		Vice President
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Applicable First-Lien Agent
By:		/s/ Xxxx Xxxxxxxxx
Name:		Xxxx Xxxxxxxxx
Title:		Vice President
WILMINGTON TRUST, NATIONAL ASSOCIATION, as First-Lien Collateral Agent
By:		/s/ Xxxx Xxxxxxxxx
Name:		Xxxx Xxxxxxxxx
Title:		Vice President

[Signature Page to the Second Joinder Agreement to the ABL Intercreditor Agreement]

HEXION INC.
By:		/s/ Xxxx X. Xxxxxxxx
Name:		Xxxx X. Xxxxxxxx
Title:		Senior Vice President and Treasurer

[Signature Page to the Second Joinder Agreement to the ABL Intercreditor Agreement]