HEXION FINANCE ESCROW LLC and HEXION ESCROW CORPORATION as Issuers $1,000,000,000 8.875% SENIOR SECURED NOTES DUE 2018 INDENTURE Dated as of January 29, 2010 WILMINGTON TRUST FSB, as TrusteeIndenture • February 4th, 2010 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
INDENTURE dated as of January 29, 2010 among Hexion Finance Escrow LLC, a Delaware limited liability company, Hexion Escrow Corporation, a Delaware corporation (each, an “Escrow Issuer”, and collectively, the “Escrow Issuers” or the “Issuers”, provided, that, for purposes of this Indenture, after the consummation of the Issuers’ Assumption (as defined below), the references to the “Issuers” only refer to Hexion U.S. Finance Corp., a Delaware corporation, and Hexion Nova Scotia Finance, ULC, a Nova Scotia unlimited liability company); and Wilmington Trust FSB, as trustee (the “Trustee”).
COLLATERAL AGREEMENT dated and effective as of January 29, 2010, among HEXION SPECIALTY CHEMICALS, INC., each Subsidiary of Parent identified herein, and Wilmington Trust FSB, as Collateral AgentCollateral Agreement • February 4th, 2010 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
Reference is made to (a) the Indenture dated as of January 29, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Indenture”), among Hexion Finance Escrow LLC, a Delaware limited liability company, Hexion Escrow Corporation, a Delaware corporation, and Wilmington Trust FSB, as Trustee, as assumed by Hexion U.S. Finance Corp., a Delaware corporation (the “U.S. Issuer”) and Hexion Nova Scotia Finance, ULC, a Nova Scotia unlimited liability company (the “Canadian Issuer”) pursuant to that certain Supplemental Indenture dated as of January 29, 2010, by and among the U.S. Issuer, the Canadian Issuer, the Guarantors party thereto and Wilmington Trust FSB, as Trustee, and (b) the Intercreditor Agreement dated as of January 29, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Parent, each Subsidiary of Parent identified therein, the Trustee and the Intercreditor Agent.
ISSUERS’ ASSUMPTION SUPPLEMENTAL INDENTURESupplemental Indenture • February 4th, 2010 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 29, 2010, among Hexion U.S. Finance Corp., a Delaware corporation, and Hexion Nova Scotia Finance, ULC, a Nova Scotia unlimited liability company (the “New Issuers”), Hexion Specialty Chemicals, Inc., a New Jersey corporation (the “New Parent Guarantor”), the Subsidiary Guarantors listed on the signature pages hereto (the “New Subsidiary Guarantors”) and Wilmington Trust FSB, as trustee under the indenture referred to below (the “Trustee”).
JOINDER AND SUPPLEMENT to INTERCREDITOR AGREEMENTJoinder and Supplement to Intercreditor Agreement • February 4th, 2010 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This Joinder and Supplement to the Intercreditor Agreement (this “Agreement”), dated as of January 29, 2010 (the “Effective Date”), by and among (i) Wilmington Trust FSB, as trustee (the “New Trustee”) pursuant to that certain Indenture (the “New Indenture”) dated as of the date hereof among Hexion Finance Escrow LLC and Hexion Escrow Corporation, as issuers and Wilmington Trust FSB, as trustee, as assumed by Hexion U.S. Finance Corp. (the “U.S. Issuer”) and Hexion Nova Scotia Finance, ULC (the “Canadian Issuer” and, together with the U.S. Issuer, the “Issuers”) pursuant to that certain Supplemental Indenture (the “Supplemental Indenture”), dated as of the date hereof, by and among the U.S. Issuer, the Canadian Issuer, the Guarantors party thereto and Wilmington Trust FSB, as Trustee, (ii) JPMorgan Chase Bank, N.A., as Intercreditor Agent under the Intercreditor Agreement, (iii) Wilmington Trust Company, as Trustee and Collateral Agent and as Second-Priority Agent, (iv) Hexion LLC, (v)
