INTERCREDITOR AGREEMENTIntercreditor Agreement • November 14th, 2006 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
INTERCREDITOR AGREEMENT dated as of November 3, 2006, among JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Intercreditor Agent, WILMINGTON TRUST COMPANY, as Trustee and as Collateral Agent, 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.
HEXION U.S. FINANCE CORP. and HEXION NOVA SCOTIA FINANCE, ULC $200,000,000 Second-Priority Senior Secured Floating Rate Notes Due 2014 $625,000,000 9 3/4% Second-Priority Senior Secured Notes Due 2014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2006 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
Hexion U.S. Finance Corp., a Delaware corporation (“Hexion U.S.”), and Hexion Nova Scotia Finance, ULC, a Nova Scotia unlimited liability company (“Hexion Nova Scotia”) (each, an “Issuer”, and together, the “Issuers”), propose to jointly and severally issue and sell to Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated October 27, 2006 (the “Purchase Agreement”), U.S. $200,000,000 principal amount of their Second-Priority Senior Secured Floating Rate Notes Due 2014 (the “Floating Rate Notes”) and U.S. $625,000,000 principal amount of their 9¾% Second-Priority Senior Secured Notes Due 2014 (the “Fixed Rate Notes” and, together with the Floating Rate Notes, the “Initial Securities”) to be unconditionally guaranteed, following the consummation of the Refinancing Transactions (as defined in the Purchase Agreement) (“the Guarantees”) on a senior secured basis by Hexion Specialty
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 3, 2006, Among HEXION LLC, HEXION SPECIALTY CHEMICALS, INC., as U.S. Borrower, HEXION SPECIALTY CHEMICALS CANADA, INC., as Canadian Borrower, HEXION SPECIALTY CHEMICALS B.V., as Dutch...Credit Agreement • November 14th, 2006 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 3, 2006 (this “Agreement”), among HEXION LLC, a Delaware limited liability company (“Holdings”), HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation (the “U.S. Borrower”), HEXION SPECIALTY CHEMICALS CANADA, INC., a Canadian corporation (the “Canadian Borrower”), HEXION SPECIALTY CHEMICALS B.V., a company organized under the laws of The Netherlands (the “Dutch Borrower”), HEXION SPECIALTY CHEMICALS UK 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 and the Dutch Borrower, the “Borrowers”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders, CREDIT SUISSE, as syndication agent (in such capacity, the “Syndication Agent”), and J.P. MORGAN SECURITIES INC. an
HEXION U.S. FINANCE CORP. and HEXION NOVA SCOTIA FINANCE, ULC, as Issuers the GUARANTORS named herein $200,000,000 SECOND-PRIORITY SENIOR SECURED FLOATING RATE NOTES DUE 2014 $625,000,000 9 3/4% SECOND-PRIORITY SENIOR SECURED NOTES DUE 2014Supplemental Indenture • November 14th, 2006 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
INDENTURE dated as of November 3, 2006 among Hexion U.S. Finance Corp., a Delaware corporation, Hexion Nova Scotia Finance, ULC, a Nova Scotia unlimited liability company (each, an “Issuer”, and collectively, the “Issuers”), Hexion Specialty Chemicals, Inc., a New Jersey corporation, the Subsidiary Guarantors (as defined herein) and Wilmington Trust Company, as trustee (the “Trustee”).
