HEXION U.S. FINANCE CORP. $450,000,000 6.625% First Priority Senior Secured Notes Due 2020 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 20th, 2012 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
Hexion U.S. Finance Corp., a Delaware corporation (the “Issuer”), proposes to issue and sell to J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, UBS Securities LLC and Apollo Global Securities LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated March 5, 2012 among the Issuer, the Guarantors (as defined herein) and the Initial Purchasers (the “Purchase Agreement”), U.S. $450,000,000 principal amount of 6.625% 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 the date hereof (the “Indenture”), among the Issuer, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”). The Initial Securities will be unconditionally guaranteed (the “Guarantees”) on a senior secured basis by Moment
FIRST LIEN INTERCREDITOR AGREEMENT dated as of March 14, 2012 among JPMORGAN CHASE BANK, N.A., as Collateral Agent, JPMORGAN CHASE BANK, N.A., as Authorized Representative under the Credit Agreement, WILMINGTON TRUST, NATIONAL ASSOCIATION as the...First Lien Intercreditor Agreement • March 20th, 2012 • Momentive Specialty Chemicals 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 March 14, 2012, among JPMORGAN CHASE BANK, N.A., as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Collateral Agent”), JPMORGAN CHASE BANK, N.A., as Authorized Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Administrative Agent”), 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 Lien Secured Parties of the Series with respect to which it is acting in such capacity.
FOURTH JOINDER AND SUPPLEMENT to INTERCREDITOR AGREEMENTIntercreditor Agreement • March 20th, 2012 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This Fourth Joinder and Supplement to the Intercreditor Agreement (this “Agreement”), dated as of March 14, 2012 (the “Effective Date”), by and among (i) Wilmington Trust, National Association, as trustee (the “New Trustee”) pursuant to that certain Indenture (the “New Indenture”), dated as of the date hereof, among the U.S. Issuer, the guarantors named therein and the New Trustee, (ii) the Intercreditor Agent, (iii) Wilmington Trust Company, as Trustee and Collateral Agent and as Second-Priority Agent, (iv) Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Senior-Priority Agent for the holders of the 1.5 Notes, (v) MSCH, (vi) the Company and (vii) each Subsidiary of the Company listed on Schedule I hereto, has been entered into to (A) record the accession of the New Trustee as an additional Senior-Priority Agent under the Intercreditor Agreement on behalf of the holders of the 6.625% first-priority senior secured notes due 2020 (the “New Notes
ContractIncremental Assumption Agreement • March 20th, 2012 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
INCREMENTAL ASSUMPTION AGREEMENT (this “Agreement”) dated as of March 14, 2012, among 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 “U.S. Borrower”), MOMENTIVE SPECIALTY CHEMICALS CANADA INC. (formerly known as Hexion Specialty Chemicals Canada, Inc.), a Canadian corporation (the “Canadian Borrower”), MOMENTIVE SPECIALTY CHEMICALS B.V. (formerly known as Hexion Specialty Chemicals B.V.), a company organized under the laws of The Netherlands (the “Dutch Borrower”), MOMENTIVE SPECIALTY CHEMICALS UK LIMITED (formerly known as 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 Canad
JOINDER AND SUPPLEMENT to INTERCREDITOR AGREEMENTIntercreditor Agreement • March 20th, 2012 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This Joinder and Supplement to the Intercreditor Agreement (this “Agreement”), dated as of March 14, 2012 (the “Effective Date”), by and among (i) Wilmington Trust, National Association, as trustee (the “New Trustee”) pursuant to that certain Indenture (the “New Indenture”), dated as of the date hereof, among Hexion U.S. Finance Corp. (the “Issuer”), the guarantors named therein and the New Trustee, (ii) the Intercreditor Agent, (iii) Wilmington Trust, National Association, as Trustee and Collateral Agent and as Second-Priority Agent, (iv) MSCH, (v) the Company and (vi) each Subsidiary of the Company listed on Schedule I hereto, has been entered into to (A) record the accession of the New Trustee as an additional Senior-Priority Agent under the Intercreditor Agreement on behalf of the holders of the 6.625% first-priority senior secured notes due 2020 (the “New Notes”) issued under the New Indenture, (B) with respect to the Liens securing certain Obligations as set forth below, to confi
HEXION U.S. FINANCE CORP. as Issuer the GUARANTORS named herein $450,000,000 6.625% FIRST-PRIORITY SENIOR SECURED NOTES DUE 2020 INDENTURE Dated as of March 14, 2012 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • March 20th, 2012 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
INDENTURE dated as of March 14, 2012 among Hexion U.S. Finance Corp., a Delaware corporation (the “Issuer”), Momentive Specialty Chemicals Inc., a New Jersey corporation, the other Guarantors party hereto and Wilmington Trust, National Association, as trustee (the “Trustee”).
