COLLATERAL AGREEMENT dated and effective as of March 28, 2013, among HEXION U.S. FINANCE CORP., as Issuer, MOMENTIVE SPECIALTY CHEMICALS INC., each Subsidiary of Momentive Specialty Chemicals Inc. identified herein and WILMINGTON TRUST, NATIONAL...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 HEXION U.S. FINANCE CORP., a Delaware corporation (the “Issuer”), MOMENTIVE SPECIALTY CHEMICALS INC., a New Jersey corporation (the “Company”), each Subsidiary of the Company listed on Schedule I hereto and each Subsidiary of the Company that becomes a party hereto (each, a “Subsidiary Party”) and WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington”), 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).
ABL INTERCREDITOR AGREEMENT dated as of March 28, 2013 among JPMORGAN CHASE BANK, N.A., as ABL Facility Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Applicable First-Lien Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as First-Lien...Abl Intercreditor Agreement • April 3rd, 2013 • Momentive Specialty Chemicals 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 March 28, 2013, is among JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent for the ABL Facility Secured Parties referred to herein (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”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Applicable First-Lien Agent (as defined herein), acting on behalf of the First-Lien Secured Parties referred to herein, WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the First-Lien Secured Parties (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”), MOMENTIVE SPECIALTY CHEMICALS INC., a New Jersey corporation (the “U.S. Borrower”), the Subsidiaries of the U.S. Borrower party hereto, eac
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 AgentCollateral 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.
THIRD JOINDER AND SUPPLEMENT to INTERCREDITOR AGREEMENTIntercreditor Agreement • April 3rd, 2013 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This Third Joinder and Supplement to the 1-1/2 Lien Intercreditor Agreement (this “Agreement”), dated as of March 28, 2013 (the “Effective Date”), by and among (i) JPMorgan Chase Bank, N.A., as administrative and collateral agent (the “ABL Credit Agreement Agent”) under that certain Asset-Based Revolving Credit Agreement, dated as of the date hereof, among MSCH, the Company, the subsidiaries of the Company party thereto, the lenders party thereto, the ABL Credit Agreement Agent and the other parties named therein (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ABL Credit Agreement”), (ii) the First Lien Trustee (as Senior-Priority Agent under the 1-1/2 Lien Intercreditor Agreement for the holders of the First Lien Notes), (iii) the Former Intercreditor Agent, (iv) the new Intercreditor Agent (as referred to below) (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
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • April 3rd, 2013 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 28, 2013, by and among Hexion U.S. Finance Corp., a Delaware corporation (the “Issuer”), Momentive Specialty Chemicals Inc., a New Jersey corporation (“Holdings”), the Subsidiary Guarantors party hereto (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”) and Wilmington Trust, National Association, as trustee under the indenture referred to below (the “Trustee”).
ASSET-BASED REVOLVING CREDIT AGREEMENT Dated as of March 28, 2013, Among MOMENTIVE SPECIALTY CHEMICALS HOLDINGS LLC, as Holdings MOMENTIVE SPECIALTY CHEMICALS INC., as U.S. Borrower, MOMENTIVE SPECIALTY CHEMICALS CANADA INC., as Canadian Borrower,...Collateral Access Agreement • April 3rd, 2013 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This ASSET-BASED REVOLVING CREDIT AGREEMENT, dated as of March 28, 2013 (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), among MOMENTIVE SPECIALTY CHEMICALS HOLDINGS LLC, a Delaware limited liability company (“Holdings”), MOMENTIVE SPECIALTY CHEMICALS INC., a New Jersey corporation (the “U.S. Borrower”), MOMENTIVE SPECIALTY CHEMICALS CANADA INC., a Canadian corporation (the “Canadian Borrower”), 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”), MOMENTIVE SPECIALTY CHEMICALS UK LIMITED, a company incorporated under the laws of England and Wales, and BORDEN CHEMICAL UK LIMITED, a company incorporated under the laws of England and Wales (together, the “U.K. Borrowers” and, together with the U.S. Borrower, the Canadian Borrow
JOINDER AND SUPPLEMENT to INTERCREDITOR AGREEMENTIntercreditor Agreement • April 3rd, 2013 • Momentive Specialty Chemicals Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This Joinder and Supplement to the Second Lien Intercreditor Agreement (this “Agreement”), dated as of March 28, 2013 (the “Effective Date”), by and among (i) JPMorgan Chase Bank, N.A., as administrative and collateral agent (the “ABL Credit Agreement Agent”) under that certain Asset-Based Revolving Credit Agreement, dated as of the date hereof, among MSCH, the Company, the subsidiaries of the Company party thereto, the lenders party thereto, the ABL Credit Agreement Agent and the other parties named therein (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ABL Credit Agreement”), (ii) the Former Intercreditor Agent, (iii) the new Intercreditor Agent (as referred to below), (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),
