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Joinder And Supplement To Intercreditor Agreement

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Exhibit 10.3



Reference is made to that certain Intercreditor Agreement, dated as of November 3, 2006 (as supplemented on the date hereof through the execution and delivery of this Agreement and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the " Intercreditor Agreement" ), among JPMorgan Chase Bank, N.A., as Intercreditor Agent, Wilmington Trust Company, as Trustee and as Collateral Agent, Hexion LLC, Hexion Specialty Chemicals, Inc. (the " Company" ) and each Subsidiary of the Company party thereto (attached hereto as Exhibit A). Capitalized terms used but not defined herein shall have the meanings assigned in the Intercreditor Agreement.

This Joinder and Supplement to the Intercreditor Agreement (this " Agreement" ), dated as of January 29, 2010 (the " Effective Date" ), by and among (i) Wilmington Trust FSB, as trustee (the " New Trustee" ) pursuant to that certain Indenture (the " New Indenture" ) dated as of the date hereof among Hexion Finance Escrow LLC and Hexion Escrow Corporation, as issuers and Wilmington Trust FSB, as trustee, as assumed by Hexion U.S. Finance Corp. (the " U.S. Issuer" ) and Hexion Nova Scotia Finance, ULC (the " Canadian Issuer" and, together with the U.S. Issuer, the " Issuers" ) pursuant to that certain Supplemental Indenture (the " Supplemental Indenture" ), dated as of the date hereof, by and among the U.S. Issuer, the Canadian Issuer, the Guarantors party thereto and Wilmington Trust FSB, as Trustee, (ii) JPMorgan Chase Bank, N.A., as Intercreditor Agent under the Intercreditor Agreement, (iii) Wilmington Trust Company, as Trustee and Collateral Agent and as Second-Priority Agent, (iv) Hexion LLC, (v) the Company and (vi) each Subsidiary of 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 8.875% senior secured notes due 2018 (the " New Notes" ) issued under the New Indenture and assumed by the Issuers pursuant to the Supplemental Indenture, (B) with respect to the Liens securing certain Obligations as set forth below, to confirm and evidence that such Liens shall, for purposes of the Intercreditor Agreement, be equal and ratable with all Liens on the Common Collateral securing any other Senior Lender Claims and (C) for certain related purposes.

The parties to this Agreement hereby agree as follows:

A. The New Trustee agrees to become, with immediate effect, a party to and agrees to be bound by the terms of the Intercreditor Agreement as a Senior-Priority Agent, as if it had originally been party to the Intercreditor Agreement as a Senior-Priority Agent. B. The New Indenture has been designated by the Company and the Issuers as being included in the definition of " Credit Agreement" set forth in the Second Secured Notes Indenture, which designation shall be irrevocable until such time as all Liens securing the
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