AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • February 6th, 2013 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of January 31, 2013, is among JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Intercreditor Agent, WILMINGTON TRUST COMPANY, as Trustee and as Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION (as successor by merger to Wilmington Trust FSB), as Senior-Priority Agent for the holders of the notes issued under the 1.5 Lien Indenture (as defined below), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Senior-Priority Agent for the holders of the notes issued under the First Lien Indenture (as defined below), 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 “Company”), and each Subsidiary of the Company listed on Schedule I hereto.
ContractSupplemental Indenture • February 6th, 2013 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2012, among Hexion U.S. Finance Corp., a Delaware corporation, Hexion Nova Scotia Finance, ULC, a Nova Scotia unlimited liability company (each, an “Issuer”, and collectively, the “Issuers”), Momentive Specialty Chemicals Inc., a New Jersey corporation (formerly known as Hexion Specialty Chemicals, Inc., “Holdings”), the Subsidiary Guarantors (as defined herein) and Wilmington Trust Company, as trustee under the Indenture (the “Trustee”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • February 6th, 2013 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2013, by and among Hexion U.S. Finance Corp., a Delaware corporation (the “Issuer”), Momentive Specialty Chemicals Inc., a New Jersey corporation (“Holdings”), the Subsidiary Guarantors party hereto (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”) and Wilmington Trust, National Association, as trustee under the indenture referred to below (the “Trustee”).
SECOND JOINDER AND SUPPLEMENT to INTERCREDITOR AGREEMENTIntercreditor Agreement • February 6th, 2013 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This Second Joinder and Supplement to the 1-1/2 Lien Intercreditor Agreement (this “Agreement”), dated as of January 31, 2013 (the “Effective Date”), by and among (i) Wilmington Trust, National Association, as trustee (the “First Lien Trustee”) pursuant to that certain first supplemental indenture (the “First Supplemental Indenture”), dated as of the date hereof, among Hexion U.S. Finance Corp. (the “Issuer”), the guarantors named therein and the First Lien Trustee (which First Supplemental Indenture amends and supplements that certain Indenture, dated as of March 14, 2012, among the Issuer, the guarantors named therein and the First Lien Trustee (such Indenture, as supplemented by the First Supplemented Indenture and as may be further amended, restated, supplemented or otherwise modified from time to time, the “First Lien Indenture”)), (ii) the Intercreditor Agent, (iii) Wilmington Trust, National Association, as Trustee (as Second-Priority Agent under the 1-1/2 Lien Intercreditor Agr
