CREDIT AGREEMENT Dated as of March 3, 2009 between HEXION SPECIALTY CHEMICALS, INC., as U.S. Borrower, and BORDEN LUXEMBOURG S. À R. L., as Foreign Borrower, and EURO V (BC) S. À R. L., EURO VI (BC) S. À R. L., and AAA CO-INVEST VI (EHS- BC) S. À R....Credit Agreement • March 3rd, 2009 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
CREDIT AGREEMENT, dated as of March 3, 2009 (this “Agreement”), among Hexion Specialty Chemicals, Inc., a New Jersey corporation (the “U.S. Borrower”), Borden Luxembourg S. à r. l., a Luxembourg société à responsabilité limitée (the “Foreign Borrower” and, together with the U.S. Borrower, the “Borrowers”), and Euro V (BC) S. à r. l., Euro VI (BC) S. à r. l., and AAA Co-Invest VI (EHS-BC) S. à r. l., each, a Luxembourg société à responsabilité limitée, as Lenders (together with their permitted successors and assigns, the “Lenders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 3rd, 2009 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This INDEMNIFICATION AGREEMENT (“Agreement”) as of March 3, 2009, is made and entered into by and between, on the one hand, Apollo Management, L.P., Apollo Global Management, LLC, Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P., Apollo Investment Fund V, L.P., Apollo Overseas Partners V, L.P., Apollo Netherlands Partners V(A), L.P., Apollo Netherlands Partners V(B), L.P., Apollo German Partners V GmbH & Co. KG, Apollo Investment Fund VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P., Apollo Overseas Partners (Germany) VI, L.P., Apollo Advisors IV, L.P., Apollo Management IV, L.P., Apollo Advisors V, L.P., Apollo Management V, L.P., Apollo Advisors VI, L.P., and Apollo Management VI, L.P. (collectively, “Apollo”; individually, each is an “Apollo Entity”), and, on the other hand, Hexion LLC, Hexion Specialty Chemicals, Inc., and Nimbus Merger Sub Inc. (collectively, “Hexion”; indi
Euro VI (BC) S. à r. l. Euro V (BC) S. à r. l.Hexion Specialty Chemicals, Inc. • March 3rd, 2009 • Plastic materials, synth resins & nonvulcan elastomers • New York
This letter sets forth the several commitments of the entities that are the signatories hereto (the “Apollo Investors”), subject to the terms and conditions contained herein, to provide $200 million of financing to Hexion LLC and/or HSCI (each as defined below) pursuant to the purchase of Hexion Shares and Warrants (as defined below) to be issued by Hexion LLC, a Delaware limited liability company (“Hexion LLC”) and/or pursuant to one or more Liquidity Facilities (as defined below) to Hexion LLC and/or HSCI, in connection with the Settlement and Release Agreement, dated December 14, 2008 (the “Settlement Agreement”) entered into with respect to the termination of that certain Agreement and Plan of Merger, dated as of July 12, 2007 (the “Merger Agreement”), among Hexion Specialty Chemicals, Inc., a wholly owned subsidiary of Hexion LLC (“HSCI”), Nimbus Merger Sub Inc., a wholly-owned subsidiary of HSCI, and Huntsman Corporation (“Huntsman”). This letter shall be deemed effective as of D
