0001193125-09-050909 Sample Contracts

COLLATERAL AGREEMENT dated and effective as of November 3, 2006, among HEXION SPECIALTY CHEMICALS, INC., each Subsidiary of Parent identified herein, and Wilmington Trust Company, as Collateral Agent
Collateral Agreement • March 11th, 2009 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

COLLATERAL AGREEMENT dated and effective as of November 3, 2006 (this “Agreement”), among HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation (“Parent”), each Subsidiary of Parent that is or becomes a party hereto (each, a “Subsidiary Party”) and WILMINGTON TRUST COMPANY, as Collateral Agent (in such capacity, together its successors and assigns, the “Collateral Agent”) for the Secured Parties (as defined below).

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SEVERANCE PAY AGREEMENT AND RELEASE OF ALL CLAIMS
Severance Pay Agreement • March 11th, 2009 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Ohio

This Transition & Severance Pay Agreement and Release of All Claims (“Agreement”) is entered into between Sarah R. Coffin (“Associate” or “You”) and Hexion Specialty Chemicals, Inc. (“Company”).

SECOND AMENDED AND RESTATED COLLATERAL AGREEMENT dated and effective as of November 3, 2006, among HEXION LLC, HEXION SPECIALTY CHEMICALS, INC., each Subsidiary of the U.S. Borrower identified herein, and JPMORGAN CHASE BANK, N.A., as Administrative Agent
Collateral Agreement • March 11th, 2009 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

This Agreement is an amendment and restatement of the Amended and Restated Collateral Agreement dated as of May 31, 2005, among Holdings, the U.S. Borrower, each subsidiary of the U.S. Borrower party thereto and the Administrative Agent.

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