CREDIT AGREEMENT Dated as of August 2, 2004, Among RESOLUTION SPECIALTY MATERIALS INC., RESOLUTION SPECIALTY MATERIALS LLC, as Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, as Administrative Agent, BEAR STEARNS CORPORATE LENDING INC., as...Credit Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
CREDIT AGREEMENT dated as of August 2, 2004 (this “Agreement”), among RESOLUTION SPECIALTY MATERIALS INC., a Delaware corporation (“Holdings”), RESOLUTION SPECIALTY MATERIALS LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, BEAR STEARNS CORPORATE LENDING INC. (“Bear Stearns”) as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN SECURITIES INC. and BEAR STEARNS & CO. INC. as joint lead arrangers and joint book managers (in such capacity, the “Joint Lead Arrangers”).
BCI US FINANCE CORP. and BORDEN 2 NOVA SCOTIA FINANCE, ULC, as Issuers the GUARANTORS named herein $150,000,000 SECOND-PRIORITY SENIOR SECURED FLOATING RATE NOTES DUE 2010Indenture • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
INDENTURE dated as of May 20, 2005 among BCI US Finance Corp., a Delaware corporation, Borden 2 Nova Scotia Finance, ULC, a Nova Scotia unlimited company (each, an “Issuer”, and collectively, the “Issuers”), Borden Chemical, Inc., a New Jersey corporation, the Subsidiary Guarantors (as defined herein) and Wilmington Trust Company, as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated as of August 12, 2004, as amended and restated on April 29, 2005, and as further amended and restated on May 31, 2005, among JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Intercreditor Agent, WILMINGTON TRUST COMPANY, as New Trustee, HEXION LLC, a Delaware limited liability company (“Holdings”), HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation (the “Company”), and each Subsidiary of the Company listed on Schedule I hereto.
BCI US FINANCE CORP. and BORDEN 2 NOVA SCOTIA FINANCE, ULC $150,000,000 Second- Priority Senior Secured Floating Rate Notes Due 2010 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
BCI US Finance Corp., a Delaware corporation, and Borden 2 Nova Scotia Finance, ULC, a Nova Scotia unlimited liability company (each, an “Issuer”, and together, the “Issuers”), propose to jointly and severally issue and sell to Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of May 16, 2005 (the “Purchase Agreement”), U.S. $150,000,000 principal amount of their Second-Priority Senior Secured Floating Rate Notes Due 2010 (the “Initial Securities”) to be unconditionally guaranteed, following the consummation of the Combinations (as defined below) (the “Guarantees”), on a senior secured basis by Borden Chemical, Inc. (the “Parent”) and each of the Parent’s subsidiaries set forth on Schedule B to the Purchase Agreement (the “Subsidiary Guarantors” and, together with the Parent, the “Guarantors”). The Initial Securities will be issued pursuant
HEXION ESCROW CORP. 14,000,000 Shares Series A Floating Rate Preferred Stock REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
Hexion Escrow Corp., a New Jersey corporation (the “Issuer”), proposes, to issue and sell to Credit Suisse First Boston LLC, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Lehman Brothers Inc., and Lehman Commercial Paper Inc. (each an “Initial Purchaser” and collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of dated as of May 16, 2005 (the “Purchase Agreement”), 14,000,000 shares of its series A floating rate preferred stock, par value $0.01 per share (liquidation preference $25 per share) (the “Initial Securities”). The term “Initial Securities” shall include any shares of series A floating rate stock of the Issuer issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of, such above-described securities. Terms used but not defined in this Agreement shall have the meanings assigned thereto in the Purchase Agreement.
CREDIT AGREEMENT Dated as of May 31, 2005, Among HEXION LLC, HEXION SPECIALTY CHEMICALS, INC., as U.S. Borrower, BORDEN CHEMICAL CANADA, INC., as Canadian Borrower, RESOLUTION EUROPE B.V., as Dutch Borrower, BAKELITE AG, as German Borrower, BORDEN...Credit Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers
CREDIT AGREEMENT dated as of May 31, 2005 (this “Agreement”), among HEXION LLC (f/k/a BHI Acquisition Corp.), a Delaware limited liability company (“Holdings”), BORDEN CHEMICAL, INC. (to be renamed Hexion Specialty Chemicals, Inc. upon consummation of the RPP LLC Merger (as defined herein)), a New Jersey corporation (the “U.S. Borrower”), BORDEN CHEMICAL CANADA, INC., a Canadian corporation (the “Canadian Borrower”), RESOLUTION EUROPE B.V., a company organized under the laws of The Netherlands (the “Dutch Borrower”), BAKELITE AG, a company registered in the commercial register of Iserlohn/Germany (upon satisfaction of the conditions set forth in Section 4.03, the “German Borrower”), BORDEN CHEMICAL GB LIMITED, a corporation organized under the laws of England and Wales, and BORDEN CHEMICAL UK LIMITED, a corporation organized under the laws of England and Wales (together, the “U.K. Borrowers” and, together with the U.S. Borrower, the Canadian Borrower, the Dutch Borrower and the German
EMPLOYMENT AGREEMENTEmployment Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
THIS EMPLOYMENT AGREEMENT, dated as of June 1, 2005 (this “Agreement”), is by and between HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation (formerly known as Borden Chemical, Inc. and referred to as the “Company”), and Mark S. Antonvich (the “Executive”).
TRANSACTION AGREEMENT BY AND AMONG RPP HOLDINGS LLC, RESOLUTION SPECIALTY MATERIALS HOLDINGS LLC, BHI ACQUISITION CORP., BHI MERGER SUB ONE INC., BHI MERGER SUB TWO INC. AND BORDEN CHEMICAL, INC. DATED AS OF APRIL 22, 2005Transaction Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This Transaction Agreement is entered into as of April 22, 2005 among RPP HOLDINGS LLC, a Delaware limited liability company (“RPP Holdings”), RESOLUTION SPECIALTY MATERIALS HOLDINGS LLC, a Delaware limited liability company (“RSM Holdings”), BHI ACQUISITION CORP., a Delaware corporation (“BHI Acquisition”), BHI MERGER SUB ONE INC., a Delaware corporation (“BHI Merger Sub One”), BHI MERGER SUB TWO INC., a Delaware corporation (“BHI Merger Sub Two”) and BORDEN CHEMICAL, INC., a New Jersey corporation (“BCI”).
ContractSecond Supplemental Indenture • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of May 31, 2005 (this “Second Supplemental Indenture”), by and between Hexion Specialty Chemicals, Inc. (formerly known as Borden Chemical, Inc. and as successor to Resolution Performance Products Corp.), a New Jersey corporation (“Hexion”), RPP Capital Corporation, a Delaware corporation (“RPP Capital” and, together with Hexion, the “Issuers”), each of the parties identified as a New Guarantor on the signature pages hereto (each a Delaware corporation, the “New Guarantors”), and The Bank of New York, as Trustee (the “Trustee”) under the Indenture (as defined below).
ContractFirst Supplemental Indenture • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of May 31, 2005 among Resolution Specialty Materials LLC, a Delaware limited liability company (“RSM LLC”), Resolutions’ JV LLC, a Delaware limited liability company (“RJV”), Lawter International Inc., a Delaware corporation (“Lawter”), Resolution Specialty Materials Capital Corp., a Delaware corporation (“RSM Capital” and, together with RSM LLC, RJV and Lawter, the “New Guarantors”), Resolution Performance Products Corp. (formerly known as Resolution Performance Products LLC), a Delaware corporation (the “Company”), RPP Capital Corporation, a Delaware corporation (“RPP Capital” and, together with the Company, the “Issuers”), and The Bank of New York, as Trustee (the “Trustee”) under the Indenture (as defined below).
NON QUALIFIED STOCK OPTION AGREEMENT, dated as of the Original Issue Date, among RESOLUTION PERFORMANCE PRODUCTS INC., a Delaware corporation (the “Company”), and the optionee set forth on the signature page hereto (the “Optionee”), and, FOR PURPOSES...Non Qualified Stock Option Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
WHEREAS, the Company, acting through a Committee (as defined in the Company’s 2000 Stock Option Plan (the “Plan”)) with the consent of the Company’s Board of Directors (the “Board”) has granted to the Optionee, effective as of the date of this Agreement, an option under the Plan to purchase a number of shares of Common Stock, par value $1.00 per share, of the Company on the terms and subject to the conditions set forth in this Agreement and the Plan;
ContractSupplemental Indenture • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS SUPPLEMENTAL INDENTURE, dated as of May 31, 2005 (this “First Supplemental Indenture”), is by and among Borden U.S. Finance Corp., a Delaware corporation (“Borden U.S.”), Borden Nova Scotia Finance, ULC, a Nova Scotia unlimited company (“Borden Nova Scotia”), each of the parties identified as an Additional Subsidiary Guarantor on the signature pages hereto (each, an “Additional Subsidiary Guarantor” and collectively, the “Additional Subsidiary Guarantors”) and Wilmington Trust Company, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS EMPLOYMENT AGREEMENT, dated as of June 1, 2005 (this “Agreement”), is by and between HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation (formerly Borden Chemical, Inc. and referred to as the “Company”), and MARVIN O. SCHLANGER (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS EMPLOYMENT AGREEMENT, dated as of June 1, 2005 (this “Agreement”), is by and between HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation (formerly Borden Chemical, Inc. and referred to as the “Company”), and LAYLE K. SMITH (“Executive”).
ContractFirst Supplemental Indenture • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of May 31, 2005 among RPP Capital Corporation, a Delaware corporation (“RPP Capital”), Resolution Specialty Materials LLC, a Delaware limited liability company (“RSM LLC”), Resolutions’ JV LLC, a Delaware limited liability company (“RSM JV”), Lawter International Inc., a Delaware corporation (“Lawter”), Resolution Specialty Materials Capital Corp., a Delaware corporation (“RSM Capital”), Borden Chemical International, Inc., a Delaware corporation (“Borden International”), Bakelite North America Holding Company, a Delaware corporation (“Bakelite Holding”), Bakelite Epoxy Polymers Corporation, a Delaware corporation (“Bakelite Epoxy”), Oilfield Technology Group, Inc., a Delaware corporation (“Oilfield Group”) and Borden Services Company, a Delaware corporation (“Borden Services” and, together with RPP Capital, RSM LLC, RSM JV, Lawter, RSM Capital, Borden International, Bakelite Holding, Bakelite Epoxy and Oilfie
MANAGEMENT SERVICES TERMINATION AGREEMENT, dated as of May 31, 2005 (this “Agreement”) between RESOLUTION PERFORMANCE PRODUCTS LLC, a Delaware limited liability company (the “Company”), and APOLLO MANAGEMENT IV, L.P., a Delaware limited partnership...Management Services Termination Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
WHEREAS, pursuant to that certain Master Sale Agreement, dated as of July 10, 2000, by and among Shell Oil Company, Resin Acquisition LLC and Shell Epoxy Resins Inc., affiliates of Apollo acquired majority ownership and control of the Company (the “Acquisition”);
ContractInvestor Rights Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT dated as of May 31, 2005 (this “Agreement”), among HEXION LLC, a Delaware limited liability company formerly known as BHI Acquisition Corp. (“Hexion LLC”), HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation (formerly known as Borden Chemical, Inc. (“BCI” or the “Company”) and the HOLDERS (as hereinafter defined).
ContractRegistration Rights Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of May 31, 2005, among HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation (formerly Borden Chemical, Inc.) (the “Company”) and Hexion LLC, a Delaware limited liability company (“Hexion LLC”).
SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of December 22, 2003, as amended and restated on January 24, 2005, and as further amended and restated on May 31, 2005, among JPMorgan Chase Bank, N.A., as Collateral Agent, in such capacity as successor to Wilmington Trust Company (the “First Prior Collateral Agent”), as a successor to General Electric Capital Corporation (together with the First Prior Collateral Agent, the “Prior Collateral Agents”) and Morgan Stanley & Co., Incorporated (the “Original Collateral Agent”), and acknowledged and agreed to by Holdings, the U.S. Borrower and each Subsidiary from time to time party hereto (collectively, the “U.S. Credit Parties”). Capitalized terms used herein shall have the meaning specified in Section 9 hereof or, if not defined therein, as specified in the Senior First Lien Collateral Agreement.
ContractNon Qualified Stock Option Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
NON QUALIFIED STOCK OPTION AGREEMENT, dated as of February , 2001, among RESOLUTION PERFORMANCE PRODUCTS INC., a Delaware corporation (the “Company”), and the optionee set forth on the signature page hereto (the “Optionee”).
CONSULTING AGREEMENTConsulting Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This Consulting Agreement (this “Agreement”) is entered into by and between HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation (the “Company”), and Marvin O. Schlanger (“Consultant”), as of June 1, 2005.
ContractManagement Consulting Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
AMENDED AND RESTATED MANAGEMENT CONSULTING AGREEMENT dated as of May 31, 2005 (this “Agreement”), between BORDEN CHEMICAL, INC., a New Jersey corporation (the “Company”), and APOLLO MANAGEMENT V, L.P., a Delaware limited partnership (“Apollo”).
MANAGEMENT CONSULTING AGREEMENT, dated as of April 1, 2005 (this “Agreement”), between RESOLUTION SPECIALTY MATERIALS LLC, a Delaware limited liability company (the “Company”), and APOLLO MANAGEMENT IV, L.P., a Delaware limited partnership (“Apollo”)....Management Consulting Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This Agreement is effective subsequent to the consummation of the transactions (the “Transactions”) contemplated by that certain Acquisition Agreement, dated as of May 27, 2004, between Resolution Specialty Materials Inc., a Delaware corporation and parent of the Company (“RSM Inc.”) and Eastman Chemical Company, a Delaware corporation (“Eastman”), as amended by that certain First Amendment dated as of August 2, 2004, between the Company, as assignee of RSM Inc., and Eastman (as so amended, the “Acquisition Agreement”). In connection with the Transactions, the Company has previously paid to Apollo a transaction fee of $2,000,000.
ContractFirst Supplemental Indenture • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of May 31, 2005 among Resolution Specialty Materials LLC, a Delaware limited liability company (“RSM LLC”), Resolutions’ JV LLC, a Delaware limited liability company (“RJV”), Lawter International Inc., a Delaware corporation (“Lawter”), Resolution Specialty Materials Capital Corp., a Delaware corporation (“RSM Capital” and, together with RSM LLC, RJV and Lawter, the “New Guarantors”), Resolution Performance Products Corp. (formerly known as Resolution Performance Products LLC), a Delaware corporation (the “Company”), RPP Capital Corporation, a Delaware corporation (“RPP Capital” and, together with the Company, the “Issuers”), and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”) under the Indenture (as defined below).
NON QUALIFIED STOCK OPTION AGREEMENT, dated as of August , 2004 (the “Grant Date”), by and among RESOLUTION SPECIALTY MATERIALS INC., a Delaware corporation (the “Company”), and the optionee identified on the signature page attached hereto (the...Non Qualified Stock Option Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
WHEREAS, the Company, acting through a Committee (as defined in the Company’s 2004 Stock Option Plan (the “Plan”)) with the consent of the Company’s Board of Directors (the “Board”) has granted to the Optionee, effective as of the date of this Agreement, an option under the Plan to purchase a number of shares of Common Stock (as defined in the Plan) on the terms and subject to the conditions set forth in this Agreement and the Plan;
