HEXION INC. $315,000,000 10.00% First-Priority Senior Secured Notes due 2020 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2015 • Hexion Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
Hexion Inc., a New Jersey corporation (formerly known as Momentive Specialty Chemicals Inc., the “Issuer”), proposes to issue and sell to J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co., UBS Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and Apollo Global Securities, LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated April 2, 2015 among the Issuer, the Guarantors (as defined herein) and the Initial Purchasers (the “Purchase Agreement”), U.S. $315,000,000 aggregate principal amount of 10.00% First-Priority Senior Secured Notes due 2020 of the Issuer (the “Initial Securities”). The Initial Securities will be issued pursuant to an indenture, dated as of April 15, 2015 (the “Indenture”), among the Issuer, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”). The Ini
HEXION INC. as Issuer the GUARANTORS named herein $315,000,000 10.00% FIRST- PRIORITY SENIOR SECURED NOTES DUE 2020 INDENTURE Dated as of April 15, 2015 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • April 15th, 2015 • Hexion Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
INDENTURE dated as of April 15, 2015 among Hexion Inc., a New Jersey corporation (the “Issuer” or “Hexion”), the Guarantors party hereto and Wilmington Trust, National Association, as trustee (the “Trustee”).
FIRST LIEN INTERCREDITOR AGREEMENT dated as of April 15, 2015 among WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Authorized Representative under the Existing First Lien Agreement, WILMINGTON...Intercreditor Agreement • April 15th, 2015 • Hexion Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement’), dated as of April 15, 2015, among WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, including as a result of the occurrence of a Credit Agreement Effective Date, the “Collateral Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Authorized Representative for the Existing First Lien Secured Parties (in such capacity and, together with its successors in such capacity, the “Existing First Lien Representative”), Wilmington Trust, National Association, as Authorized Representative for the Initial Other First Lien Secured Parties (in such capacity and, together with its successors in such capacity, the “Initial Other Authorized Representative”), and each additional Authorized Representative from time to time party hereto for the Other First
FOURTH JOINDER AND SUPPLEMENT to INTERCREDITOR AGREEMENTIntercreditor Agreement • April 15th, 2015 • Hexion Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This Fourth Joinder and Supplement to the 1-1/2 Lien Intercreditor Agreement (this “Agreement”), dated as of April 15, 2015 (the “Effective Date”), by and among (i) Wilmington Trust, National Association, as trustee (the “New First Lien Notes Trustee”) pursuant to that certain Indenture, dated as of the date hereof, among the Company, as issuer, the guarantors party thereto from time to time and the New First Lien Notes Trustee (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “New First Lien Indenture”), (ii) the Intercreditor Agent, (iii) the First Lien Trustee (as Senior-Priority Agent under the 1-1/2 Lien Intercreditor Agreement for the holders of the Existing First Lien Notes), (iv) the ABL Credit Agreement Agent (as Senior-Priority Agent under the 1-1/2 Lien Intercreditor Agreement for the ABL Secured Parties), (v) the 1-1/2 Lien Trustee (as Second-Priority Agent under the 1-1/2 Lien Intercreditor Agreement for the holders of the Not
JOINDER AGREEMENT (Other First-Priority Lien Obligations)Joinder Agreement • April 15th, 2015 • Hexion Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This Agreement is supplemental to that certain ABL Intercreditor Agreement, dated as of March 28, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among the parties (other than the New Representative) referred to above. This Agreement has been entered into to record the accession of the New Representative as Other First-Priority Lien Obligations Representative under the Intercreditor Agreement and to evidence the authority granted by the New Representative to the Applicable First-Lien Agent and the First-Lien Collateral Agent to act on behalf of the New Representative under the Intercreditor Agreement.
SECOND JOINDER AND SUPPLEMENT to INTERCREDITOR AGREEMENTIntercreditor Agreement • April 15th, 2015 • Hexion Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This Second Joinder and Supplement to the Second Lien Intercreditor Agreement (this “Agreement”), dated as of April 15, 2015 (the “Effective Date”), by and among (i) Wilmington Trust, National Association, as trustee (the “New First Lien Notes Trustee”) pursuant to that certain Indenture, dated as of the date hereof, among the Company, as issuer, the guarantors party thereto from time to time and the New First Lien Notes Trustee (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “New First Lien Indenture”), (ii) the Intercreditor Agent, (iii) the ABL Credit Agreement Agent (as Senior-Priority Agent under the Second Lien Intercreditor Agreement for the ABL Secured Parties), (iv) the Second Lien Trustee (as Second-Priority Agent under the Second Lien Intercreditor Agreement for the holders of the Notes), (v) the 1.5 Lien Trustee (as Senior-Priority Agent under the Second Lien Intercreditor Agreement for the holders of the 1.5 Lien Notes), (vi
