AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • February 10th, 2017 • Hexion Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of February 8, 2017, is among JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Intercreditor Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and as Collateral Agent for the holders of the notes issued under the New 1.5 Lien Notes Indenture (as defined below), JPMCB, as Senior-Priority Agent for the secured parties under the ABL Facility (as defined below), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Senior-Priority Agent for the holders of the notes issued under the New First Lien Notes Indenture (as defined below), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Senior-Priority Agent for the holders of the notes issued under the 6.625% First Lien Notes Indenture (as defined below), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Senior-Priority Agent for the holders of the notes issued under the 10.00% First Lien Notes Indenture (as defined below), HEXION LLC, a Delaware limited liability company (“Holdings”), HEXION INC., a New Jersey
COLLATERAL AGREEMENT dated and effective as of February 8, 2017, among HEXION INC., as Issuer, each Subsidiary of the Issuer identified herein, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Authorized Representative under the Indenture each additional...Collateral Agreement • February 10th, 2017 • Hexion Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
COLLATERAL AGREEMENT, dated and effective as of February 8, 2017 (this “Agreement”), among HEXION INC., a New Jersey corporation (the “Issuer”), each Subsidiary of the Issuer listed on Schedule I and each Subsidiary of the Issuer that becomes a party hereto (each, a “Subsidiary Party”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the Indenture refered to herein (in such capacity, together with its successors and assigns in such capacity, the “Trustee”) and as Authorized Representative under the Indenture, each other Authorized Representative Party hereto from time to time with respect to any applicable Other Pari Passu Lien Obligations, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
HEXION INC. as Issuer the GUARANTORS named herein $225,000,000 13.75% SENIOR SECURED NOTES DUE 2022 INDENTURE Dated as of February 8, 2017 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • February 10th, 2017 • Hexion Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
INDENTURE dated as of February 8, 2017 among Hexion Inc., a New Jersey corporation (the “Issuer” or “Hexion”), the Guarantors party hereto and Wilmington Trust, National Association, as trustee (the “Trustee”).
ISSUER’S ASSUMPTION SUPPLEMENTAL INDENTUREAssumption Supplemental Indenture • February 10th, 2017 • Hexion Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 8, 2017, among Hexion Inc., a New Jersey corporation (the “New Issuer”), the Subsidiary Guarantors listed on the signature pages hereto (the “New Subsidiary Guarantors”) and Wilmington Trust, National Association, as trustee under the indenture referred to below (the “Trustee”).
THIRD JOINDER AND SUPPLEMENT to INTERCREDITOR AGREEMENTIntercreditor Agreement • February 10th, 2017 • Hexion Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This Third Joinder and Supplement to the Second Lien Intercreditor Agreement (this “Agreement”), dated as of February 8, 2017 (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 after giving effect to the Issuer’s Assumption (as defined in the New First Lien Indenture), 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 6.625% First Lien Notes Trustee (as Sen
FOURTH JOINDER AND SUPPLEMENT to INTERCREDITOR AGREEMENTIntercreditor Agreement • February 10th, 2017 • Hexion Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This Fourth Joinder and Supplement to the Second Lien Intercreditor Agreement (this “Agreement”), dated as of February 8, 2017 (the “Effective Date”), by and among (i) Wilmington Trust, National Association, as trustee (the “New 1.5 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 1.5 Lien Notes Trustee (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “New 1.5 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
SECOND JOINDER AGREEMENT (Other First-Priority Lien Obligations)Second Joinder Agreement • February 10th, 2017 • 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 supplemented on April 15, 2015, and 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.
