COMBINATION AGREEMENT by and among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., HEXION LLC, MERCURY SUB 1 LLC, MERCURY SUB 2 LLC, HEXION NEWCO 1, LLC and HEXION NEWCO 2, LLC Dated as of September 11, 2010Combination Agreement • September 13th, 2010 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This COMBINATION AGREEMENT, dated as of September 11, 2010 (this “Agreement”), is by and among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC., a Delaware corporation (“Momentive”), HEXION LLC, a Delaware limited liability company (“Hexion”), MERCURY SUB 1 LLC, a Delaware limited liability company and direct wholly owned subsidiary of Momentive (“Newco M1”), MERCURY SUB 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Newco M1 (“Newco M2”), HEXION NEWCO 1, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Hexion (“Newco H1”), and HEXION NEWCO 2, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Newco H1 (“Newco H2”).
