Momentive Specialty Chemicals Inc. Sample Contracts

ARTICLE I DEFINITIONS ----------------
Non-Qualified Stock Option Agreement • October 3rd, 2003 • Borden Chemical Inc • Plastic materials, synth resins & nonvulcan elastomers • New Jersey
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Among BORDEN, INC. as Borrower,
Credit Agreement • August 14th, 1997 • Borden Inc • Dairy products • New York
AGREEMENT ---------
Registration Rights Agreement • October 3rd, 2003 • Borden Chemical Inc • Plastic materials, synth resins & nonvulcan elastomers • New York
1 Exhibit (10)(iii) 364-DAY CREDIT AGREEMENT Dated as of July 14, 1997
Day Credit Agreement • August 14th, 1997 • Borden Inc • Dairy products • New York
CREDIT AGREEMENT Dated as of August 2, 2004, Among RESOLUTION SPECIALTY MATERIALS INC., RESOLUTION SPECIALTY MATERIALS LLC, as Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, as Administrative Agent, BEAR STEARNS CORPORATE LENDING INC., as...
Credit Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

CREDIT AGREEMENT dated as of August 2, 2004 (this “Agreement”), among RESOLUTION SPECIALTY MATERIALS INC., a Delaware corporation (“Holdings”), RESOLUTION SPECIALTY MATERIALS LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, BEAR STEARNS CORPORATE LENDING INC. (“Bear Stearns”) as syndication agent (in such capacity, the “Syndication Agent”), and JPMORGAN SECURITIES INC. and BEAR STEARNS & CO. INC. as joint lead arrangers and joint book managers (in such capacity, the “Joint Lead Arrangers”).

AGREEMENT AND PLAN OF MERGER among HEXION SPECIALTY CHEMICALS, INC., NIMBUS MERGER SUB INC. and HUNTSMAN CORPORATION Dated as of July 12, 2007
Agreement and Plan of Merger • July 17th, 2007 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of July 12, 2007 (this “Agreement”), among Hexion Specialty Chemicals, Inc., a New Jersey corporation (“Parent”), Nimbus Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Huntsman Corporation, a Delaware corporation (the “Company”).

AMENDED AND RESTATED INTERCREDITOR AGREEMENT
Intercreditor 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

HEXION U.S. FINANCE CORP. and HEXION NOVA SCOTIA FINANCE, ULC REGISTRATION RIGHTS AGREEMENT
Registration 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

RECITALS --------
Conveyance and Transfer Agreement • October 16th, 1996 • Borden Inc • Dairy products • New York
HEXION INC. $315,000,000 10.00% First-Priority Senior Secured Notes due 2020 REGISTRATION RIGHTS AGREEMENT
Registration 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

BCI US FINANCE CORP. and BORDEN 2 NOVA SCOTIA FINANCE, ULC, as Issuers the GUARANTORS named herein $150,000,000 SECOND-PRIORITY SENIOR SECURED FLOATING RATE NOTES DUE 2010
Indenture • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

INDENTURE dated as of May 20, 2005 among BCI US Finance Corp., a Delaware corporation, Borden 2 Nova Scotia Finance, ULC, a Nova Scotia unlimited company (each, an “Issuer”, and collectively, the “Issuers”), Borden Chemical, Inc., a New Jersey corporation, the Subsidiary Guarantors (as defined herein) and Wilmington Trust Company, as trustee (the “Trustee”).

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).

Contract
Voting Agreement • July 17th, 2007 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

THIS VOTING AGREEMENT, dated as of July 12, 2007 (this “Agreement”) by and among Hexion Specialty Chemicals, Inc., a New Jersey corporation (“Parent”), the Jon and Karen Huntsman Foundation, a Utah nonprofit corporation (the “Foundation”), Fidelity Charitable Gift Fund (“CGF” and together with the Foundation, the “Stockholders” collectively, and each a “Stockholder” individually), and Jon M. Huntsman (the “Voting Agent”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

THIS EMPLOYMENT AGREEMENT, dated as of June 1, 2005 (this “Agreement”), is by and between HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation (formerly known as Borden Chemical, Inc. and referred to as the “Company”), and Mark S. Antonvich (the “Executive”).

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 Trustee
Indenture • 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”).

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 3, 2006, Among HEXION LLC, HEXION SPECIALTY CHEMICALS, INC., as U.S. Borrower, HEXION SPECIALTY CHEMICALS CANADA, INC., as Canadian Borrower, HEXION SPECIALTY CHEMICALS B.V., as Dutch...
Credit Agreement • November 14th, 2006 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 3, 2006 (this “Agreement”), among HEXION LLC, a Delaware limited liability company (“Holdings”), HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation (the “U.S. Borrower”), HEXION SPECIALTY CHEMICALS CANADA, INC., a Canadian corporation (the “Canadian Borrower”), HEXION SPECIALTY CHEMICALS B.V., a company organized under the laws of The Netherlands (the “Dutch Borrower”), 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” and, together with the U.S. Borrower, the Canadian Borrower and the Dutch Borrower, the “Borrowers”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders, CREDIT SUISSE, as syndication agent (in such capacity, the “Syndication Agent”), and J.P. MORGAN SECURITIES INC. an

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Contract
Voting Agreement • July 17th, 2007 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

THIS VOTING AGREEMENT, dated as of July 12, 2007 (this “Agreement”) by and among Hexion Specialty Chemicals, Inc., a New Jersey corporation (“Parent”), and MatlinPatterson Global Opportunities Partners L.P., MatlinPatterson Global Opportunities Partners (Bermuda) L.P. and MatlinPatterson Global Opportunities Partners B, L.P. (collectively, “Stockholder”).

Contract
Second Supplemental Indenture • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of May 31, 2005 (this “Second Supplemental Indenture”), by and between Hexion Specialty Chemicals, Inc. (formerly known as Borden Chemical, Inc. and as successor to Resolution Performance Products Corp.), a New Jersey corporation (“Hexion”), RPP Capital Corporation, a Delaware corporation (“RPP Capital” and, together with Hexion, the “Issuers”), each of the parties identified as a New Guarantor on the signature pages hereto (each a Delaware corporation, the “New Guarantors”), and The Bank of New York, as Trustee (the “Trustee”) under the Indenture (as defined below).

PERNIS VAD SITE SERVICES, UTILITIES, MATERIALS AND FACILITIES AGREEMENT
And Facilities Agreement • May 14th, 2018 • Hexion Inc. • Plastic materials, synth resins & nonvulcan elastomers
ABL INTERCREDITOR AGREEMENT
Abl Intercreditor Agreement • July 2nd, 2019 • Hexion Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

This ABL INTERCREDITOR AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 1, 2019, is among JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent for the ABL Facility Secured Parties referred to herein (in such capacity, together with its successors or co-agents in substantially the same capacity as may from time to time be appointed, the “ABL Facility Collateral Agent”), JPMORGAN CHASE BANK, N.A., as Applicable First-Lien Agent and as administrative agent and collateral agent for the First-Lien Secured Parties referred to herein (in such capacity, together with its successors and co-agents in substantially the same capacity as may from time to time be appointed, the “First-Lien Collateral Agent”), HEXION INC., a New Jersey corporation (the “U.S. Borrower”), Holdings (as defined below), HEXION INTERNATIONAL COӦPERATIEF U.A., a cooperative organized under the laws of the Netherlands (the “Dutch Ter

COLLATERAL AGREEMENT dated and effective as of March 28, 2013, among MOMENTIVE SPECIALTY CHEMICALS INC., as U.S. Borrower, each Subsidiary of the U.S. Borrower identified herein and JPMORGAN CHASE BANK, N.A., as Collateral Agent
Collateral Agreement • April 3rd, 2013 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

This COLLATERAL AGREEMENT, dated and effective as of March 28, 2013 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is among MOMENTIVE SPECIALTY CHEMICALS INC., a New Jersey corporation (the “U.S. Borrower”), each Subsidiary of the U.S. Borrower listed on Schedule I hereto and each Subsidiary of the U.S. Borrower that becomes a party hereto (each, a “Subsidiary Party”) and JPMORGAN CHASE BANK, N.A., as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties.

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

CREDIT AGREEMENT Dated as of March 3, 2009 between HEXION SPECIALTY CHEMICALS, INC., as U.S. Borrower, and BORDEN LUXEMBOURG S. À R. L., as Foreign Borrower, and EURO V (BC) S. À R. L., EURO VI (BC) S. À R. L., and AAA CO-INVEST VI (EHS- BC) S. À R....
Credit Agreement • August 13th, 2009 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

CREDIT AGREEMENT, dated as of March 3, 2009 (this “Agreement”), among Hexion Specialty Chemicals, Inc., a New Jersey corporation (the “U.S. Borrower”), Borden Luxembourg S. à r. l., a Luxembourg société à responsabilité limitée (the “Foreign Borrower” and, together with the U.S. Borrower, the “Borrowers”), and Euro V (BC) S. à r. l., Euro VI (BC) S. à r. l., and AAA Co-Invest VI (EHS-BC) S. à r. l., each, a Luxembourg société à responsabilité limitée, as Lenders (together with their permitted successors and assigns, the “Lenders”).

AMENDMENT AGREEMENT (this “Agreement”) dated as of December 21, 2016, among HEXION LLC (f/k/a Momentive Specialty Chemicals Holdings LLC), a Delaware limited liability company (“Holdings”), HEXION INC. (f/k/a Momentive Specialty Chemicals Inc.), a New...
Amendment Agreement • December 23rd, 2016 • Hexion Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

This AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT, dated as of December 21, 2016 (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), among HEXION LLC (F/K/A MOMENTIVE SPECIALTY CHEMICALS HOLDINGS LLC), a Delaware limited liability company (“Holdings”), HEXION INC. (F/K/A MOMENTIVE SPECIALTY CHEMICALS INC.), a New Jersey corporation (the “U.S. Borrower”), HEXION CANADA INC. (F/K/A MOMENTIVE SPECIALTY CHEMICALS CANADA INC.), a Canadian corporation (the “Canadian Borrower”), HEXION B.V. (F/K/A MOMENTIVE SPECIALTY CHEMICALS B.V.), a besloten vennootschap met beperkte aansprakelijkheid under the laws of The Netherlands having its statutory seat in Rotterdam, The Netherlands and registered with the Dutch Trade Register under number 24294676 (the “Dutch Borrower”), HEXION UK LIMITED (F/K/A MOMENTIVE SPECIALTY CHEMICALS UK LIMITED), a company incorporated under the laws of England and Wales, and BORDEN CHEMICAL UK LIMITED, a company in

Contract
First Supplemental Indenture • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of May 31, 2005 among Resolution Specialty Materials LLC, a Delaware limited liability company (“RSM LLC”), Resolutions’ JV LLC, a Delaware limited liability company (“RJV”), Lawter International Inc., a Delaware corporation (“Lawter”), Resolution Specialty Materials Capital Corp., a Delaware corporation (“RSM Capital” and, together with RSM LLC, RJV and Lawter, the “New Guarantors”), Resolution Performance Products Corp. (formerly known as Resolution Performance Products LLC), a Delaware corporation (the “Company”), RPP Capital Corporation, a Delaware corporation (“RPP Capital” and, together with the Company, the “Issuers”), and The Bank of New York, as Trustee (the “Trustee”) under the Indenture (as defined below).

TRANSACTION AGREEMENT BY AND AMONG RPP HOLDINGS LLC, RESOLUTION SPECIALTY MATERIALS HOLDINGS LLC, BHI ACQUISITION CORP., BHI MERGER SUB ONE INC., BHI MERGER SUB TWO INC. AND BORDEN CHEMICAL, INC. DATED AS OF APRIL 22, 2005
Transaction Agreement • July 15th, 2005 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

This Transaction Agreement is entered into as of April 22, 2005 among RPP HOLDINGS LLC, a Delaware limited liability company (“RPP Holdings”), RESOLUTION SPECIALTY MATERIALS HOLDINGS LLC, a Delaware limited liability company (“RSM Holdings”), BHI ACQUISITION CORP., a Delaware corporation (“BHI Acquisition”), BHI MERGER SUB ONE INC., a Delaware corporation (“BHI Merger Sub One”), BHI MERGER SUB TWO INC., a Delaware corporation (“BHI Merger Sub Two”) and BORDEN CHEMICAL, INC., a New Jersey corporation (“BCI”).

RESTRICTED DEFERRED UNIT AWARD AGREEMENT OF MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC
Restricted Deferred Unit Award Agreement • March 6th, 2013 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

THIS AGREEMENT (the “Agreement”) is dated as of between MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC, a Delaware limited liability company (the “Company”), and the Participant set forth on the signature page to this Agreement (the “Participant”).

MASTER CONFIDENTIALITY AND JOINT DEVELOPMENT AGREEMENT
Master Confidentiality and Joint Development Agreement • March 17th, 2011 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

This Master Confidentiality and Joint Development Agreement (“Agreement”) is by and between Momentive Specialty Chemicals Inc., with a principal place of business at 180 East Broad Street, Columbus, Ohio 43215 (“MSC”), and Momentive Performance Materials Inc., with a principal place of business at 22 Corporate Woods Boulevard, Albany, NY 12211 (“MPM”). The effective date of this Agreement is October 1, 2010 (“Effective Date”).

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