AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 5, 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 Borrower,...Credit Agreement • May 15th, 2006 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 5, 2006 (this “Agreement”), among HEXION LLC (f/k/a BHI Acquisition Corp.), 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”), CITICORP NORTH A
•] Shares HEXION SPECIALTY CHEMICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2006 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
ContractThird Supplemental Indenture • May 15th, 2006 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of December 23, 2005 (this “Third Supplemental Indenture”), by and between Hexion Specialty Chemicals, Inc. (formerly known as Borden Chemical, Inc. and as successor to Resolution Performance Products Corp. (formerly known as Resolution Performance Products LLC)), a New Jersey corporation (“Hexion”), HSC Capital Corporation (formerly known as RPP Capital Corporation), a Delaware corporation (“HSC Capital” and, together with Hexion, the “Issuers”), Hexion CI Holding Company (China) LLC, a Delaware limited liability company (the “New Guarantor”), and The Bank of New York (as successor in interest to the corporate trust business of United States Trust Company of New York), as Trustee (the “Trustee”) under the Indenture (as defined below).
ContractSecond Supplemental Indenture • May 15th, 2006 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of December 23, 2005 (this “Second Supplemental Indenture”), is by and among Hexion U.S. Finance Corp. (formerly known as Borden U.S. Finance Corp., and as successor to BCI US Finance Corp.), a Delaware corporation (“Hexion U.S.”), Hexion Nova Scotia Finance, ULC (formerly known as Borden Nova Scotia Finance, ULC, and as successor to Borden 2 Nova Scotia Finance, ULC), a Nova Scotia unlimited liability company (“Hexion Nova Scotia”, and together with Hexion U.S., the “Issuers”), Hexion Specialty Chemicals, Inc. (formerly known as Borden Chemical, Inc. or its permitted successor), a New Jersey corporation (“Holdings”), Hexion CI Holding Company (China) LLC, a Delaware limited liability company and an indirect subsidiary of Holdings (the “Additional Subsidiary Guarantor”) and Wilmington Trust Company, as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURE Dated as of May 5, 2006 to Indenture Dated as of November 14, 2000Supplemental Indenture • May 15th, 2006 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of May 5, 2006 (this “Supplemental Indenture”), is by and between Hexion Specialty Chemicals, Inc. (formerly known as Borden Chemical, Inc. and as successor to Resolution Performance Products Corp. (formerly known as Resolution Performance Products LLC)), a New Jersey corporation (“Hexion”), HSC Capital Corporation (formerly known as RPP Capital Corporation), a Delaware corporation (“HSC Capital” and, together with Hexion, the “Issuers”), the Guarantors and The Bank of New York, as trustee (the “Trustee”).
ContractAmendment and Restatement Agreement • May 15th, 2006 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”) dated as of May 5, 2006, 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 and JPMORGAN CHASE BANK, N.A., as administrative agent under the Credit Agreement dated as of May 31, 2005, among Holdings, the Borrowers, the Lenders party thereto from time to time and the agents, arrangers and bo
ContractSecond Supplemental Indenture • May 15th, 2006 • Hexion Specialty Chemicals, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of December 23, 2005 among Hexion Specialty Chemicals, Inc. (formerly known as Borden Chemical, Inc., or its permitted successor), a New Jersey corporation (“Holdings”), Hexion CI Holding Company (China) LLC, a Delaware limited liability company and an indirect subsidiary of Holdings (the “Additional Subsidiary Guarantor”), Hexion U.S. Finance Corp. (formerly known as Borden U.S. Finance Corp.), a Delaware corporation (“Hexion U.S.”) and Hexion Nova Scotia Finance, ULC (formerly known as Borden Nova Scotia Finance, ULC), a Nova Scotia unlimited liability company (“Hexion Nova Scotia”, and together with Hexion U.S., the “Issuers”), and Wilmington Trust Company, as Trustee under the Indenture (the “Trustee”).
