HEXION U.S. FINANCE CORP. and HEXION NOVA SCOTIA FINANCE, ULC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2013 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
Momentive Specialty Chemicals Inc. (the “Company”) proposes to deliver to Credit Suisse Securities (USA) LLC (“Credit Suisse”), as the designated affiliate of Credit Suisse AG, Cayman Islands Branch, upon the terms set forth in an exchange agreement (the “Exchange Agreement”), dated January 14, 2013, among Hexion U.S. Finance Corp., a Delaware corporation (“Hexion U.S.”), Hexion Nova Scotia Finance, ULC, a Nova Scotia unlimited liability company (“Hexion Nova Scotia”) (each of Hexion U.S. and Hexion Nova Scotia is an “Issuer,” and, together, they are the “Issuers”), Momentive Specialty Chemicals Holdings LLC (“Holdings”), the Company, each of the Company’s subsidiaries listed on the signature pages thereto (the “Subsidiary Guarantors”) and Credit Suisse AG, Cayman Islands Branch, U.S. $200,000,000 principal amount of the Issuers’ 8.875% Senior Secured Notes Due 2018 (the “Initial Securities”). The Initial Securities will be issued as “additional notes” pursuant to an indenture (the “In
AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 18th, 2013 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This AMENDMENT, dated as of January 14, 2013 (this “Amendment Agreement”), to the Third Amended and Restated Credit Agreement, among Momentive Specialty Chemicals Holdings LLC (formerly known as Hexion LLC), a Delaware limited liability company (“Holdings”), Momentive Specialty Chemicals Inc. (formerly known as Hexion Specialty Chemicals, Inc.), a New Jersey corporation (the “U.S. Borrower”), Momentive Specialty Chemicals Canada Inc. (formerly known as Hexion Specialty Chemicals Canada, Inc.), a Canadian corporation (the “Canadian Borrower”), Momentive Specialty Chemicals B.V. (formerly known as Hexion Specialty Chemicals B.V.), a company organized under the laws of The Netherlands (the “Dutch Borrower”), Momentive Specialty Chemicals UK Limited (formerly known as 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”,
FIFTH JOINDER AND SUPPLEMENT to INTERCREDITOR AGREEMENTIntercreditor Agreement • January 18th, 2013 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This Fifth Joinder and Supplement to the Intercreditor Agreement (this “Agreement”), dated as of January 14, 2013 (the “Effective Date”), by and among (i) Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Senior-Priority Agent for the holders of the 1.5 Notes (the “1.5 Notes Trustee”), (ii) Wilmington Trust, National Association, as Senior-Priority Agent for the First Lien Notes, (iii) the Intercreditor Agent, (iv) Wilmington Trust Company, as Trustee and Collateral Agent and as Second-Priority Agent, (v) MSCH, (vi) the Company and (vii) each Subsidiary of the Company listed on Schedule I hereto, has been entered into to (A) with respect to the Liens securing certain Obligations as set forth below, to confirm and evidence that such Liens shall, for purposes of the Intercreditor Agreement, be equal and ratable with all Liens on the Common Collateral securing any other Senior Lender Claims and (B) for certain related purposes.
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • January 18th, 2013 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 14, 2013, among Hexion U.S. Finance Corp., a Delaware corporation, and Hexion Nova Scotia Finance, ULC, a Nova Scotia unlimited liability company (the “Issuers”), Momentive Specialty Chemicals Inc., a New Jersey corporation (the “Parent Guarantor”), the Subsidiary Guarantors listed on the signature pages hereto (the “Subsidiary Guarantors”) and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as trustee under the indenture referred to below (the “Trustee”).
