As filed with the Securities and Exchange Commission on August 2, 2013
Registration No. 333-189575
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HEXION U.S. FINANCE CORP.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
2821 (Primary Standard Industrial Classification Code Number) |
20-1362484 (I.R.S. Employer Identification No.) |
180 East Broad Street
Columbus, Ohio 43215
(614) 225-4000
GUARANTORS LISTED ON SCHEDULE A HERETO
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Douglas A. Johns, Esq.
Hexion U.S. Finance Corp.
180 East Broad Street
Columbus, Ohio 43215
(614) 225-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David S. Huntington, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||||||
Non-accelerated filer | x | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨
The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
SCHEDULE A
Guarantor |
State or Other Jurisdiction of Incorporation or Organization |
Address of Registrants Principal Executive Offices |
I.R.S. Employer Identification Number | |||
Momentive Specialty Chemicals Inc. |
New Jersey | 180 East Broad Street Columbus, Ohio 43215 (614) 225-4000 |
13-0511250 | |||
Momentive Specialty Chemicals Investments Inc. |
Delaware | 180 East Broad Street Columbus, Ohio 43215 (614) 225-4000 |
51-0370359 | |||
Borden Chemical Foundry, LLC |
Delaware | 180 East Broad Street Columbus, Ohio 43215 (614) 225-4000 |
31-1766429 | |||
HSC Capital Corporation |
Delaware | 180 East Broad Street Columbus, Ohio 43215 (614) 225-4000 |
76-0660306 | |||
Lawter International Inc. |
Delaware | 180 East Broad Street Columbus, Ohio 43215 (614) 225-4000 |
36-1370818 | |||
Momentive International Inc. |
Delaware | 180 East Broad Street Columbus, Ohio 43215 (614) 225-4000 |
20-2833048 | |||
Oilfield Technology Group, Inc. |
Delaware | 15115 Park Row, Ste. 160 Houston, TX 77984 (218) 646-2800 |
20-2873694 | |||
Momentive CI Holding Company (China) LLC |
Delaware | 180 East Broad Street Columbus, Ohio 43215 (614) 225-4000 |
20-3907441 | |||
NL Coop Holdings LLC |
Delaware | 180 East Broad Street Columbus, Ohio 43215 (614) 225-4000 |
27-2090696 |
The primary standard industrial classification code number of each of the additional registrants is 3089.
EXPLANATORY NOTE
This Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-189575) of Hexion U.S. Finance Corp. is being filed solely for the purpose of filing certain exhibits as indicated in Part II of this Amendment No. 2. This Amendment No. 2 does not modify any provision of the proxy statement/prospectus that forms a part of the Registration Statement. Accordingly, a preliminary prospectus has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. | INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
Registrants Incorporated in Delaware
With respect to the registrants incorporated in Delaware, Section 145(a) of the Delaware General Corporation Law (the DGCL) provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the persons conduct was unlawful.
Section 145(b) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
Further subsections of DGCL Section 145 provide that:
| to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorneys fees, actually and reasonably incurred by such person in connection therewith; |
| the indemnification and advancement of expenses provided for pursuant to Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise; and |
| the corporation shall have the power to purchase and maintain insurance of behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such persons status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145. |
As used in this Item 20, the term proceeding means any threatened, pending, or completed action, suit, or proceeding, whether or not by or in the right of Registrant, and whether civil, criminal, administrative, investigative or otherwise.
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Section 145 of the DGCL makes provision for the indemnification of officers and directors in terms sufficiently broad to indemnify officers and directors of each of the registrants incorporated in Delaware under certain circumstances from liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the Act). Each of the registrants incorporated in Delaware may, in their discretion, similarly indemnify their employees and agents. The Bylaws of each of the registrants incorporated in Delaware provide, in effect, that, to the fullest extent and under the circumstances permitted by Section 145 of the DGCL, each of the registrants incorporated in Delaware will indemnify any and all of its officers, directors, employees and agents. In addition, the Certificate of Incorporation of each of the registrants incorporated in Delaware relieves its directors from monetary damages to it or its stockholders for breach of such directors fiduciary duty as a director to the fullest extent permitted by the DGCL. Under Section 102(b)(7) of the DGCL, a corporation may relieve its directors from personal liability to such corporation or its stockholders for monetary damages for any breach of their fiduciary duty as directors except (i) for a breach of the duty of loyalty, (ii) for failure to act in good faith, (iii) for intentional misconduct or knowing violation of law, (iv) for willful or negligent violations of certain provisions in the DGCL imposing certain requirements with respect to stock repurchases, redemptions and dividends, or (v) for any transactions from which the director derived an improper personal benefit.
Momentive CI Holding Company (China) LLC, Borden Chemical Foundry, LLC and NL Coop Holdings LLC
Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims whatsoever. The limited liability company agreements for Momentive CI Holding Company (China) LLC, Borden Chemical Foundry, LLC and NL Coop Holdings LLC provide that each company shall, to the full extent permitted by applicable law, indemnify and hold harmless each member and each officer against liabilities incurred by it in connection with any action, suit or proceeding to which it may be made a party or otherwise involved or with which such member or such officer shall be threatened by reason of its being a member or officer or while acting as a member or officer on behalf of the company or in its interest.
Momentive Specialty Chemicals Inc.
With respect to Momentive Specialty Chemicals Inc. (MSC), the New Jersey Business Corporation Act provides that a New Jersey corporation has the power to indemnify a director or officer against his or her expenses and liabilities in connection with any proceeding involving the director or officer by reason of his or her being or having been such a director or officer, other than a proceeding by or in the right of the corporation, if such a director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; and with respect to any criminal proceeding, such director or officer had no reasonable cause to believe his or her conduct was unlawful.
The indemnification and advancement of expenses shall not exclude any other rights, including the right to be indemnified against liabilities and expenses incurred in proceedings by or in the right of the corporation, to which a director or officer may be entitled under a certificate of incorporation, by-law, agreement, vote of shareholders, or otherwise; provided that no indemnification shall be made to or on behalf of a director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts or omissions (a) were in breach of his or her duty of loyalty to the corporation or its shareholders, (b) were not in good faith or involved a knowing violation of law or (c) resulted in receipt by the director or officer of an improper personal benefit.
MSCs Restated Certificate of Incorporation provides that every person who is or was a director or an officer of the corporation shall be indemnified by the corporation to the fullest extent allowed by law, including the indemnification permitted by New Jersey Business Corporation Act §14A:3-5(8), against all liabilities and expenses imposed upon or incurred by that person in connection with any proceeding in which that person may
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be made, or threatened to be made, a party, or in which that person may become involved by reason of that person being or having been a director or an officer of or of serving or having served in any capacity with any other enterprise at the request of the corporation, whether or not that person is a director or an officer or continues to serve the other enterprise at the time the liabilities or expenses are imposed or incurred. During the pendency of any such proceeding, the corporation shall, to the fullest extent permitted by law, promptly advance expenses that are incurred, from time to time, by a director or an officer in connection with the proceeding, subject to the receipt by the corporation of an undertaking as required by law.
In addition, MSC has obtained liability insurance coverage for its directors and officers, which insures against liabilities that directors and officers may incur while acting in such capacities. These policies contain standard exclusions and endorsements.
Insurance
Each of the Registrants currently maintains an insurance policy which, within the limits and subject to the terms and conditions thereof, covers certain expenses and liabilities that may be incurred by directors and officers in connection with proceedings that may be brought against them as a result of an act or omission committed or suffered while acting as a director or officer of this Registrant.
ITEM 21. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
(a) The following exhibits are attached hereto:
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
2.1 | Transaction Agreement dated as of April 22, 2005 among RPP Holdings, Resolution Specialty Materials Holdings LLC, BHI Acquisition Corp., BHI Merger Sub One, BHI Merger Sub Two Inc. and Borden Chemical Inc. | S-1/A | 333-124287 | 2.1 | 7/15/2005 | |||||||||||||||
2.2 | SOC Resins Master Sale Agreement dated July 10, 2000 among Shell Oil Company, Resin Acquisition, LLC and Shell Epoxy Resins Inc. | S-4 | 333-57170 | 2.1 | 3/16/2001 | |||||||||||||||
2.3 | SPNV Resins Sale Agreement dated as of September 11, 2000 between Shell Petroleum N.V. and Shell Epoxy Resins Inc. | S-4 | 333-57170 | 2.2 | 3/16/2001 | |||||||||||||||
2.4 | Assignment and Assumption Agreement dated November 13, 2000 between Shell Epoxy Resins Inc. and Shell Epoxy Resins LLC | S-4 | 333-57170 | 2.3 | 3/16/2001 | |||||||||||||||
2.5 | Assignment and Assumption Agreement dated November 14, 2000 between Resin Acquisition, LLC and RPP Holdings LLC | S-4 | 333-57170 | 2.4 | 3/16/2001 | |||||||||||||||
3.1 | Certificate of Incorporation of Hexion U.S. Finance Corp. | S-4/A | 333-122826 | 3.1 | 12/28/2005 |
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Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
3.2 | Bylaws of Hexion U.S. Finance Corp | S-4/A | 333-122826 | 3.2 | 12/28/2005 | |||||||||||||||
3.3 | Restated Certificate of Incorporation of Hexion Specialty Chemicals, Inc. dated as of July 18, 2006 | S-4 | 333-135482 | 3.5 | 8/1/2006 | |||||||||||||||
3.4 | Agreement of Combination with Momentive Performance Material Holdings Inc. on September 11, 2010 | 8-K | 001-00071 | 99.1 | 9/13/2010 | |||||||||||||||
3.5 | Certificate of Amendment to the Certificate of Incorporation, dated October 1, 2010 changing the name of the corporation to Momentive Specialty Chemicals Inc. | 8-K | 001-00071 | 3.1 | 10/1/2010 | |||||||||||||||
3.6 | Amended and Restated Bylaws of Momentive Specialty Chemicals Inc. | 10-K | 001-00071 | 3.5 | 04/01/2013 | |||||||||||||||
3.7 | Certificate of Incorporation of Borden Chemical Investments, Inc. | S-4/A | 333-122826 | 3.9 | 12/28/2005 | |||||||||||||||
3.9 | Bylaws of Borden Chemical Investments, Inc. | S-4/A | 333-122826 | 3.10 | 12/28/2005 | |||||||||||||||
3.10 | Certificate of Amendment of Certificate of Incorporation, dated November 16, 2010 changing the name of the corporation to Momentive Specialty Chemicals Investments Inc. | S-4 | 333-172943 | 3.11 | 3/18/2011 | |||||||||||||||
3.11 | Certificate of Conversion of Borden Chemical Foundry, LLC | S-4 | 333-142173 | 3.9 | 4/17/2007 | |||||||||||||||
3.12 | Certificate of Formation of Borden Chemical Foundry, LLC | S-4 | 333-142173 | 3.10 | 4/17/2007 | |||||||||||||||
3.13 | Limited Liability Company Agreement of Borden Chemical Foundry, LLC | S-4 | 333-142173 | 3.11 | 4/17/2007 | |||||||||||||||
3.14 | Certificate of Incorporation of HSC Capital Corporation | S-4/A | 333-122826 | 3.13 | 12/28/2005 | |||||||||||||||
3.15 | Bylaws of HSC Capital Corporation | S-4/A | 333-122826 | 3.14 | 12/28/2005 | |||||||||||||||
3.16 | Certificate of Incorporation of Lawter International Inc. | S-4/A | 333-122826 | 3.15 | 12/28/2005 | |||||||||||||||
3.17 | Bylaws of Lawter International Inc. | S-4/A | 333-122826 | 3.16 | 12/28/2005 | |||||||||||||||
3.18 | Certificate of Incorporation of Borden Chemical International, Inc. | S-4/A | 333-122826 | 3.17 | 12/28/2005 | |||||||||||||||
3.19 | Bylaws of Momentive International, Inc. dated March 5, 2013 | S-4 | 333-189575 | 3.19 | 6/25/2013 |
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Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
3.20 | Certificate of Amendment of Certificate of Incorporation, dated February 2, 2011 changing the name of the corporation to Momentive International Inc. | S-4 | 333-172943 | 3.21 | 3/18/2011 | |||||||||||||||
3.21 | Certificate of Incorporation of Oilfield Technology Group, Inc. | S-4/A | 333-122826 | 3.23 | 12/28/2005 | |||||||||||||||
3.22 | Bylaws of Oilfield Technology Group, Inc. | S-4/A | 333-122826 | 3.24 | 12/28/2005 | |||||||||||||||
3.23 | Certificate of Formation of Hexion CI Holding Company (China) LLC | S-4/A | 333-122826 | 3.25 | 12/28/2005 | |||||||||||||||
3.24 | Limited Liability Company Agreement of Hexion CI Holding Company (China) LLC | S-4/A | 333-122826 | 3.26 | 12/28/2005 | |||||||||||||||
3.25 | Certificate of Amendment to Certificate of Formation, dated November 16, 2010 changing the name of the company to Momentive CI Holding Company (China) LLC | S-4 | 333-172943 | 3.26 | 3/18/2011 | |||||||||||||||
3.26 | Certificate of Formation of NL Coop Holdings LLC | S-4 | 333-172943 | 3.27 | 3/18/2011 | |||||||||||||||
3.27 | Limited Liability Company Agreement of NL Coop Holdings LLC | S-4 | 333-172943 | 3.28 | 3/18/2011 | |||||||||||||||
4.1 | Indenture, dated as of March 14, 2012, among Hexion U.S. Finance Corp., Momentive Specialty Chemicals Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee, related to the $450,000,000 first-priority senior secured notes due 2020. | 8-K | 001-00071 | 4.1 | 3/20/2012 | |||||||||||||||
4.2 | First Supplemental Indenture, dated as of January 31, 2013, among Hexion U.S. Finance Corp., Momentive Specialty Chemicals Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee. | 8-K | 001-00071 | 4.1 | 2/6/2013 | |||||||||||||||
4.3 | Form of Exchange Note (included as Exhibit A of Exhibit 4.1 of this Registration Statement) | |||||||||||||||||||
4.4 | Form of Indenture between Borden, Inc. and The First National Bank of Chicago, as Trustee, dated as of January 15, 1983, as supplemented by the First Supplemental Indenture dated as of March 31, 1986, and the Second Supplemental Indenture, dated as of June 26, 1996, relating to the $200,000,000 8 3/8% Sinking Fund Debentures due 2016 | S-3 | 33-4381 |
|
(4)(a) and (b) |
|
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Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
4.5 | Form of Indenture between Borden, Inc. and The Bank of New York, as Trustee, dated as of December 15, 1987, as supplemented by the First Supplemental Indenture dated as of December 15, 1987, the Second Supplemental Indenture dated as of February 1, 1993 and the Third Supplemental Indenture dated as of June 26, 1996. | S-3 | 33-45770 |
|
4(a) thru 4(d) |
|
||||||||||||||
4.6 | Indenture dated as of November 3, 2006 among Hexion U.S. Finance Corp., Hexion Nova Scotia Finance, ULC, Hexion Specialty Chemicals, Inc., the guarantors named therein and Wilmington Trust Company, as trustee, related to the $200,000,000 second-priority senior secured floating rate notes due 2014 and the $625,000,000 9 3/4% second-priority senior secured notes due 2014. | 10-Q | 001-00071 | 4.3 | 11/14/2006 | |||||||||||||||
4.7 | Indenture, dated as of January 29, 2010, by and among Hexion Finance Escrow LLC, Hexion Escrow Corporation and Wilmington Trust FSB, as trustee. | 8-K | 001-00071 | 4.1 | 2/4/2010 | |||||||||||||||
4.8 | Supplemental Indenture, dated as of January 29, 2010, by and among Hexion U.S. Finance Corp., Hexion Nova Scotia Finance, ULC, the guarantors party thereto and Wilmington Trust FSB, as trustee. | 8-K | 001-00071 | 4.2 | 2/4/2010 | |||||||||||||||
4.9 | Supplemental Indenture, dated as of June 4, 2010, by and among NL COOP Holdings LLC, Hexion U.S. Finance Corp., Hexion Nova Scotia Finance, ULC, the guarantors party thereto and Wilmington Trust Company, as trustee. | 8-K | 001-00071 | 4.1 | 6/9/2010 | |||||||||||||||
4.10 | Supplemental Indenture, dated as of June 4, 2010, by and among NL COOP Holdings LLC, Hexion U.S. Finance Corp., Hexion Nova Scotia Finance, ULC, the guarantors party thereto and Wilmington Trust FSB, as trustee. | 8-K | 001-00071 | 4.2 | 6/9/2010 | |||||||||||||||
4.11 | Indenture, dated as of November 5, 2010, among Hexion U.S. Finance Corp., Hexion Nova Scotia Finance, ULC, the Company, the guarantors named therein and Wilmington Trust Company, as trustee, related to the $574,016,000 9.0% second-priority senior secured floating rate notes due 2020. | 8-K | 001-00071 | 4.1 | 11/12/2010 |
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Incorporated by Reference | ||||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith |
||||||||||||||||
4.12 | Second Supplemental indenture, dated as of January 14, 2013, among Hexion U.S. Finance Corp., Hexion Nova Scotia Finance, ULC, Momentive Specialty Chemicals Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee, related to the additional $200,000,000 8.875% senior secured notes due 2018. | 8-K | 001-00071 | 4.1 | 1/18/2013 | |||||||||||||||||
4.13 | Second Supplemental Indenture, dated as of March 28, 2013, by and among Hexion U.S. Finance Corp., the guarantors party thereto and Wilmington Trust, National Association, as trustee. | 8-K | 001-00071 | 4.1 | 4/3/2013 | |||||||||||||||||
5.1 | Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP | S-4 | 333-189575 | 5.1 | 6/25/2013 | |||||||||||||||||
5.2 | Opinion of Connell Foley LLP | X | ||||||||||||||||||||
8.1 | Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP | S-4 | 333-189575 | 8.1 | 6/25/2013 | |||||||||||||||||
10.1 | BHI Acquisition Corp. 2004 Deferred Compensation Plan | 10-Q | 001-00071 | 10(iv) | 11/15/2004 | |||||||||||||||||
10.2 | BHI Acquisition Corp. 2004 Stock Incentive Plan | 10-Q | 001-00071 | 10(v) | 11/15/2004 | |||||||||||||||||
10.3 | Resolution Performance Products Inc. 2000 Stock Option Plan | S-4 | 333-57170 | 10.26 | 3/16/2001 | |||||||||||||||||
10.4 | Resolution Performance Products Inc. 2000 Non-Employee Directors Stock Option Plan | S-4 | 333-57170 | 10.27 | 3/16/2001 | |||||||||||||||||
10.5 | Amended and Restated Resolution Performance Products, Inc. Restricted Unit Plan, as amended and restated May 31, 2005 | S-1/A | 333-124287 | 10.34 | 9/19/2005 | |||||||||||||||||
10.6 | Form of Non-Qualified Stock Option Agreement between BHI Acquisition Corp. and certain optionees | S-4 | 333-122826 | 10.12 | 2/14/2005 | |||||||||||||||||
10.7 | Resolution Specialty Materials Inc. 2004 Stock Option Plan | S-1/A | 333-124287 | 10.52 | 7/15/2005 | |||||||||||||||||
10.8 | Form of Nonqualified Stock Option Agreement for Resolution Specialty Materials Inc. 2004 Stock Option Plan | S-1/A | 333-124287 | 10.53 | 7/15/2005 | |||||||||||||||||
10.9 | Form of Nonqualified Stock Option Agreement for Resolution Performance Products Inc. 2000 Stock Option Plan | S-1/A | 333-124287 | 10.54 | 7/15/2005 |
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Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.10 | Form of Nonqualified Stock Option Agreement for Resolution Performance Products Inc. 2000 Non-Employee Director Stock Option Plan | S-1/A | 333-124287 | 10.55 | 7/15/2005 | |||||||||||||||
10.11 | Hexion LLC 2007 Long-Term Incentive Plan dated April 30, 2007 | 10-Q | 001-00071 | 10.1 | 8/14/2007 | |||||||||||||||
10.12 | Amended and Restated Investor Rights Agreement dated as of May 31, 2005 between Hexion LLC, Hexion Specialty Chemicals, Inc. and the holders that are party thereto | S-1/A | 333-124287 | 10.63 | 7/15/2005 | |||||||||||||||
10.13 | Registration Rights Agreement dated as of May 31, 2005 between Hexion Specialty Chemicals, Inc. and Hexion LLC | S-1/A | 333-124287 | 10.64 | 7/15/2005 | |||||||||||||||
10.14 | Amended and Restated Executives Supplemental Pension Plan for Hexion Specialty Chemicals, Inc., dated as of September 7, 2005 | 8-K | 001-00071 | 10 | 9/12/2005 | |||||||||||||||
10.15 | Borden, Inc. Advisory Directors Plan dated 7/1/89 | 10-K | 001-00071 | 10(viii) | 7/1/1989 | |||||||||||||||
10.16 | Hexion Specialty Chemicals, Inc. 2009 Leadership Long-Term Cash Incentive Plan | 10-K | 001-00071 | 10.21 | 3/11/2009 | |||||||||||||||
10.17 | Hexion Specialty Chemicals, Inc. 2009 Incentive Compensation Plan | 10-K | 001-00071 | 10.25 | 3/11/2009 | |||||||||||||||
10.18 | Hexion Specialty Chemicals, Inc. 2010 Incentive Compensation Plan | 10-K | 001-00071 | 10.2 | 3/9/2010 | |||||||||||||||
10.19 | Amended and Restated Employment Agreement dated as of August 12, 2004 between Hexion Specialty Chemicals, Inc. and Craig O. Morrison | 10-Q | 001-00071 | 10(i) | 11/15/2004 | |||||||||||||||
10.20 | Amended and Restated Employment Agreement dated as of August 12, 2004 between Hexion Specialty Chemicals, Inc. and Joseph P. Bevilaqua | 10-Q | 001-00071 | 10(ii) | 11/15/2004 | |||||||||||||||
10.21 | Summary of Terms of Employment between Hexion Specialty Chemicals, Inc. and Joseph P. Bevilaqua dated August 10, 2008 | 10-K | 001-00071 | 10.23 | 3/9/2010 | |||||||||||||||
10.22 | International assignment agreement dated as of November 13, 2008 between Hexion Specialty Chemicals, Inc. and Joseph P. Bevilaqua | 10-K | 001-00071 | 10.28 | 3/11/2009 |
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Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.23 | Amended and Restated Employment Agreement dated as of August 12, 2004 between Hexion Specialty Chemicals, Inc. and William H. Carter | 10-Q | 001-00071 | 10(iii) | 11/15/2004 | |||||||||||||||
10.24 | Summary of Terms of Employment between Hexion Specialty Chemicals, Inc. and Judith A. Sonnett dated September 21, 2007 | 10-K | 001-00071 | 10.29 | 3/9/2010 | |||||||||||||||
10.25 | Addition of Terms of Employment between Hexion Specialty Chemicals, Inc. and Dale N. Plante, Supplement to August 2008 Promotional Employment Offer dated as of July 16, 2009 | 10-K | 001-00071 | 10.27 | 2/28/2011 | |||||||||||||||
10.26 | Momentive Specialty Chemicals Inc. Supplemental Executive Retirement Plan, dated as of December 31, 2011 | 8-K | 001-00071 | 99.1 | 1/6/2012 | |||||||||||||||
10.27 | Master Asset Conveyance and Facility Support Agreement, dated as of December 20, 2002, between Borden Chemical and Borden Chemicals and Plastics Operating Limited Partnership | 10-K | 001-00071 | (10)(xxvi) | 3/28/2003 | |||||||||||||||
10.28 | Environmental Servitude Agreement, dated as of December 20, 2002, between Borden Chemical and Borden Chemicals and Plastics Operating Limited Partnership | 10-K | 001-00071 | (10)(xxvii) | 3/28/2003 | |||||||||||||||
10.29 | Intellectual Property Transfer and License Agreement and Contribution Agreement dated as of November 14, 2000 between Shell Oil Company and Shell Epoxy Resins LLC | S-4 | 333-57170 | 10.13 | 3/16/2001 | |||||||||||||||
10.30 | Intellectual Property Transfer and License Agreement and Contribution Agreement dated as of November 14, 2000 between Shell Internationale Research Maatschappij B.V. and Shell Epoxy Resins Research B.V | S-4 | 333-57170 | 10.14 | 3/16/2001 | |||||||||||||||
10.31 | First Amended and Restated Deer Park Site Services, Utilities, Materials and Facilities Agreement dated November 1, 2000 between Shell Chemical Company, for itself and as agent for Shell Oil Company, and Shell Epoxy Resins LLC | S-4 | 333-57170 | 10.19 | 3/16/2001 |
II-9
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.32 | First Amended and Restated Pernis Site Services, Utilities, Materials and Facilities Agreement dated November 1, 2000 between Resolution Europe B.V. (f/k/a Resolution Nederland B.V., f/k/a Shell Epoxy Resins Nederland B.V.) and Shell Nederland Raffinaderij B.V. | S-4 | 333-57170 | 10.21 | 3/16/2001 | |||||||||||||||
10.33 | First Amended and Restated Pernis Site Services, Utilities, Materials and Facilities Agreement dated November 1, 2000 between Resolution Europe B.V. (f/k/a Resolution Nederland B.V., f/k/a Shell Epoxy Resins Nederland B.V.) and Shell Nederland Chemie B.V. | S-4 | 333-57170 | 10.22 | 3/16/2001 | |||||||||||||||
10.34 | Second Amended and Restated Norco Site Services, Utilities, Materials and Facilities Agreement dated November 1, 2004 between Shell Chemical L.P. and Resolution Performance Products LLC. | 10-K | 001-00071 | 10.45 | 3/22/2007 | |||||||||||||||
10.35 | Deer Park Ground Lease and Grant of Easements dated as of November 1, 2000 between Shell Oil Company and Shell Epoxy Resins LLC | S-4 | 333-57170 | 10.23 | 3/16/2001 | |||||||||||||||
10.36 | Norco Ground Lease and Grant of Servitudes dated as of November 1, 2000 between Shell Oil Company and Shell Epoxy Resins LLC | S-4 | 333-57170 | 10.24 | 3/16/2001 | |||||||||||||||
10.37 | Amended and Restated Agreement of Sub-Lease (Pernis) dated as of November 1, 2000 between Resolution Europe B.V. (f/k/a Resolution Nederland B.V., f/k/a Shell Epoxy Resins Nederland B.V.) and Shell Nederland Raffinaderij B.V. | S-4 | 333-57170 | 10.25 | 3/16/2001 | |||||||||||||||
10.38 | Amended and Restated Management Consulting Agreement dated as of May 31, 2005 between Borden Chemical, Inc. and Apollo Management V, L.P. | S-1/A | 333-124287 | 10.66 | 7/15/2005 | |||||||||||||||
10.39 | Intercreditor Agreement dated as of November 3, 2006 among Hexion Specialty Chemicals, Inc., Hexion LLC, the subsidiary parties thereto, Wilmington Trust Company as trustee and JPMorgan Chase Bank, N.A. as intercreditor agent | 10-Q | 001-00071 | 10.1 | 11/14/2006 | |||||||||||||||
10.40 | Registration Rights Agreement dated as of November 3, 2006 among Hexion U.S. Finance Corp., Hexion Nova Scotia Finance ULC, Hexion Specialty Chemicals, Inc. and subsidiary parties thereto and Credit Suisse Securities (USA) LLC and JPMorgan Securities, Inc. as initial purchasers. | 10-Q | 001-00071 | 10.2 | 11/14/2006 |
II-10
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.41 | Collateral Agreement dated as of November 3, 2006 among Hexion Specialty Chemicals, Inc. and subsidiary parties thereto, and Wilmington Trust Company, as Collateral Agent. | 10-K | 001-00071 | 10.57 | 3/11/2009 | |||||||||||||||
10.42 | Second Amended and Restated Collateral Agreement dated as of November 3, 2006 among Hexion LLC, Hexion Specialty Chemicals, Inc. and subsidiary parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. | 10-K | 001-00071 | 10.58 | 3/11/2009 | |||||||||||||||
10.43 | Second Amended and Restated Credit Agreement with exhibits and schedules dated as of November 3, 2006 among Hexion LLC, Hexion Specialty Chemicals, Inc., Hexion Specialty Chemicals Canada, Inc., Hexion Specialty Chemicals B.V., Hexion Specialty Chemicals UK Limited, Borden Chemical UK Limited, the lenders party thereto and JP Morgan Chase Bank, N.A., as Administrative Agent, Credit Suisse, as Syndication Agent and J.P. Morgan Securities Inc. and Credit Suisse Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners. | 10-Q | 001-00071 | 10.1 | 8/13/2009 | |||||||||||||||
10.44 | Incremental Facility Amendment and Amendment No. 1 with exhibits and schedules to the Second Amended and Restated Credit Agreement dated as of June 15, 2007 among Hexion LLC, Hexion Specialty Chemicals, Inc., Hexion Specialty Chemicals Canada, Inc., Hexion Specialty Chemicals B.V., Hexion Specialty Chemicals UK Limited, Borden Chemical UK Limited, the lenders party thereto and JP Morgan Chase Bank, N.A., as Administrative Agent | 10-Q | 001-00071 | 10.2 | 8/13/2009 | |||||||||||||||
10.45 | Second Incremental Facility Amendment with exhibits and schedules to the Second Amended and Restated Credit Agreement dated as of August 7, 2007 among Hexion LLC, Hexion Specialty Chemicals, Inc., Hexion Specialty Chemicals Canada, Inc., Hexion Specialty Chemicals B.V., Hexion Specialty Chemicals UK Limited, Borden Chemical UK Limited, the lenders party thereto and JP Morgan Chase Bank, N.A., as Administrative Agent | 10-Q | 001-00071 | 10.3 | 8/13/2009 |
II-11
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.46 | Settlement Agreement and Release, dated December 14, 2008, among Huntsman Corporation, Jon M. Huntsman, Peter R. Huntsman, Hexion Specialty Chemicals, Inc., Hexion LLC, Nimbus Merger Sub, Inc., Craig O. Morrison, Leon Black, Joshua J. Harris and Apollo Global Management, LLC and certain of its affiliates | 8-K | 001-00071 | 10.1 | 12/15/2008 | |||||||||||||||
10.47 | Commitment Letter dated as of March 3, 2009 among the Hexion Specialty Chemicals, Inc., Hexion LLC, Euro VI (BC) S.a.r.l., Euro V (BC) S.a.r.l. and AAA Co-Invest VI (EHS-BC) S.a.r.l. | 8-K | 001-00071 | 10.1 | 3/3/2009 | |||||||||||||||
10.48 | Credit Agreement with exhibits and schedules dated as of March 3, 2009 among Hexion Specialty Chemicals, Inc., Borden Luxembourg S.a.r.l., Euro V (BC) S.a.r.l., Euro VI (BC) S.a.r.l. and AAA Co-Invest VI (EHS-BC) S.a.r.l. | 10-Q | 001-00071 | 10.4 | 8/13/2009 | |||||||||||||||
10.49 | Indemnification Agreement dated as of March 3, 2009 among Apollo Management, L.P. and subsidiary parties thereto, Hexion LLC, Hexion Specialty Chemicals, Inc. and Nimbus Merger Sub Inc. | 8-K | 001-00071 | 10.3 | 3/3/2009 | |||||||||||||||
10.50 | Amendment Agreement to Credit Agreement, dated as of January 25, 2010, among Hexion LLC, Hexion Specialty Chemicals, Inc., Hexion Specialty Chemicals Canada, Inc., Hexion Specialty Chemicals B.V., Hexion Specialty Chemicals UK Limited, Borden Chemical UK Limited, the Subsidiary Loan Parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent. | 8-K/A | 001-00071 | 10.1 | 2/4/2010 | |||||||||||||||
10.51 | Registration Rights Agreement, dated as of January 29, 2010, by and among Hexion U.S. Finance Corp., Hexion Nova Scotia Finance, ULC, the guarantors party thereto and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers. | 8-K | 001-00071 | 4.3 | 2/4/2010 | |||||||||||||||
10.52 | Third Amended and Restated Credit Agreement, dated as of January 29, 2010, among Hexion LLC, Hexion Specialty Chemicals, Inc., each subsidiary of Hexion Specialty Chemicals, Inc. from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | 8-K/A | 001-00071 | 10.1 | 2/4/2010 |
II-12
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.53 | Intercreditor Agreement, dated as of January 29, 2010, by and among JPMorgan Chase Bank, as intercreditor agent, Wilmington Trust FSB, as trustee and collateral agent, Hexion LLC, Hexion Specialty Chemicals, Inc. and certain subsidiaries. | 8-K/A | 001-00071 | 10.1 | 2/4/2010 | |||||||||||||||
10.54 | Joinder and Supplement to Intercreditor Agreement dated January 29, 2010, by and among Wilmington Trust FSB, as trustee under the Indenture, JPMorgan Chase Bank, as intercreditor agent, Wilmington Trust Company, as trustee and collateral agent and as second-priority agent, Hexion LLC, Hexion Specialty Chemicals, Inc. and each subsidiary of Hexion Specialty Chemicals, Inc. from time to time party thereto. | 8-K | 001-00071 | 10.3 | 2/4/2010 | |||||||||||||||
10.55 | Notes Collateral Agreement dated and effective as of January 29, 2010, among Hexion Specialty Chemicals, Inc., each Subsidiary Party thereto and Wilmington Trust FSB, as collateral agent. | 8-K | 001-00071 | 10.4 | 2/4/2010 | |||||||||||||||
10.56 | SUPPLEMENT dated as of June 4, 2010, to the U.S. Guarantee Agreement dated as of May 31, 2005, among HEXION LLC, a Delaware limited liability company, HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation, each Domestic Subsidiary Loan Party party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the Administrative Agent) for the Lenders (as defined therein). | 8-K | 001-00071 | 10.1 | 6/9/2010 | |||||||||||||||
10.57 | SUPPLEMENT dated as of June 4, 2010, to the Foreign Guarantee Agreement dated as of May 31, 2005, among HEXION LLC, a Delaware limited liability company, HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation, each Foreign Subsidiary Loan Party party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the Administrative Agent) for the Lenders (as defined therein). | 8-K | 001-00071 | 10.2 | 6/9/2010 | |||||||||||||||
10.58 | SUPPLEMENT dated as of June 4, 2010, to the Third Amended and Restated Collateral Agreement dated as of January 29, 2010, among HEXION LLC, a Delaware limited liability company, HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation, each Subsidiary Party party thereto and JPMORGAN CHASE BANK, N.A., as Applicable First Lien Representative (in such capacity, the Applicable First Lien Representative) for the Secured Parties (as defined therein). | 8-K | 001-00071 | 10.3 | 6/9/2010 |
II-13
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.59 | SUPPLEMENT dated as of June 4, 2010, to the Collateral Agreement dated as of January 29, 2010, among HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation, each Subsidiary Party party thereto and WILMINGTON TRUST FSB, as Collateral Agent (in such capacity, the Collateral Agent) for the Secured Parties (as defined therein). | 8-K | 001-00071 | 10.4 | 6/9/2010 | |||||||||||||||
10.60 | SUPPLEMENT dated as of June 4, 2010, to the Collateral Agreement dated as of November 3, 2006, among HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation, each Subsidiary Party party thereto and WILMINGTON TRUST COMPANY, as Collateral Agent (in such capacity, the Collateral Agent) for the Secured Parties (as defined therein). | 8-K | 001-00071 | 10.5 | 6/9/2010 | |||||||||||||||
10.61 | Registration Rights Agreement dated as of November 5, 2010 among Hexion U.S. Finance Corp., Hexion Nova Scotia Finance ULC, the Company and subsidiary parties thereto and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., UBS Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., BMO Capital Markets Corp and JPMorgan Securities LLC, as initial purchasers. | 8-K | 001-00071 | 4.2 | 11/12/2010 | |||||||||||||||
10.62 | Registration Rights Agreement, dated November 5, 2010, among Hexion U.S. Finance Corp., Hexion Nova Scotia Finance, ULC, the Guarantors, including the Company, and Euro VI (BC) S.a r.l. | 8-K | 001-00071 | 4.3 | 11/12/2010 | |||||||||||||||
10.63 | Third Joinder and Supplement to Intercreditor Agreement, dated as of November 5, 2010, by and among JPMorgan Chase Bank, as intercreditor agent, Wilmington Trust Company, as trustee and collateral agent, Hexion LLC, the Company and certain of its subsidiaries. | 8-K | 001-00071 | 10.1 | 11/12/2010 | |||||||||||||||
10.64 | Joinder and Supplement to Collateral Agreement dated November 5, 2010 among the Company and subsidiary parties thereto, and Wilmington Trust Company, as trustee and collateral agent. | 8-K | 001-00071 | 10.2 | 11/12/2010 |
II-14
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.65 | Supplement, dated as of December 15, 2010 to the Foreign Guarantee Agreement, dated as of May 31, 2005 among Momentive Specialty Chemicals Holdings LLC, Momentive Specialty Chemicals Inc., each Foreign Subsidiary Loan Party party thereto and JP Morgan Chase Bank, as administrative agent for the Lenders. | 8-K | 001-00071 | 10.1 | 12/15/2010 | |||||||||||||||
10.66 | Shared Services agreement, dated as of October 1, 2010, by and among Hexion Specialty Chemicals, Inc. and Momentive Performance Materials Inc., and the other Persons party thereto | 10-K | 001-00071 | 10.68 | 2/28/2011 | |||||||||||||||
10.67 | Purchase and Sale Agreement, dated November 30, 2010, by and between Momentive Specialty Chemicals Inc. and Harima Chemicals, Inc. | 8-K | 001-00071 | 2.01 | 2/4/2011 | |||||||||||||||
10.68 | Momentive Performance Materials Holdings LLC 2011 Equity Incentive Plan | S-4 | 333-172943 | 10.69 | 3/18/2011 | |||||||||||||||
10.69 | Form of Restricted Deferred Unit Award Agreement of Momentive Performance Materials Holdings LLC | S-4 | 333-172943 | 10.7 | 3/18/2011 | |||||||||||||||
10.70 | Form of Unit Option Agreement of Momentive Performance Materials Holdings LLC | S-4 | 333-172943 | 10.71 | 3/18/2011 | |||||||||||||||
10.71 | Form of Director Unit Option Agreement of Momentive Performance Materials Holdings LLC | S-4 | 333-172943 | 10.72 | 3/18/2011 | |||||||||||||||
10.72 | Management Investor Rights Agreement, dated as of February 23, 2011 by and among Momentive Performance Materials Holdings LLC and the Holders | S-4 | 333-172943 | 10.73 | 3/18/2011 | |||||||||||||||
10.73 | Amended and Restated Shared Services Agreement dated March 17, 2011 by and among Momentive Performance Materials Inc., its subsidiaries, and Momentive Specialty Chemicals Inc. | 8-K | 001-00071 | 10.1 | 3/17/2011 | |||||||||||||||
10.74 | Master Confidentiality and Joint Development Agreement entered into on March 17, 2011 by and between Momentive Performance Materials Inc. and Momentive Specialty Chemicals Inc. | 8-K | 001-00071 | 10.2 | 3/17/2011 | |||||||||||||||
10.75 | Momentive Performance Materials Holdings LLC 2011 Incentive Compensation Plan | 10-Q | 001-00071 | 10.1 | 5/13/2011 |
II-15
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.76 | Amendment Two to Second Amended and Restated Norco Site Services, Utilities, Materials and Facilities Agreement dated January 1, 2011 between Shell Chemical L.P. and Momentive Specialty Chemicals Inc. | 10-Q | 001-00071 | 10.2 | 5/13/2011 | |||||||||||||||
10.77 | Third Incremental Facility Amendment, dated as of May 18, 2011, by and among Momentive Specialty Chemicals Inc., the other borrowers named therein, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | 8-K | 001-00071 | 10.1 | 5/23/2011 | |||||||||||||||
10.78 | Registration Rights Agreement, dated as March 14, 2012, by and among Hexion U.S. Finance Corp., Momentive Specialty Chemicals Inc., the other guarantors party thereto and J.P. Morgan Securities LLC, as representative of the initial purchasers. | 8-K | 001-00071 | 4.2 | 3/20/2012 | |||||||||||||||
10.79 | Incremental Assumption Agreement, dated as of March 14, 2012, among Momentive Specialty Chemicals Holdings LLC, Momentive Specialty Chemicals Inc., Momentive Specialty Chemicals Canada Inc., Momentive Specialty Chemicals B.V., Borden Chemical UK Limited, the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent. | 8-K | 001-00071 | 10.1 | 3/20/2012 | |||||||||||||||
10.80 | First Lien Intercreditor Agreement, dated as of March 14, 2012, among JPMorgan Chase Bank N.A., as collateral agent and administrative agent, Wilmington Trust, National Association, as initial other authorized representative, and each additional authorized representative from time to time party thereto. | 8-K | 001-00071 | 10.2 | 3/20/2012 | |||||||||||||||
10.81 | Joinder and Supplement to Intercreditor Agreement dated, January 29, 2010, by and among Wilmington Trust, National Association, as trustee, JPMorgan Chase Bank N.A., as intercreditor agent, Wilmington Trust, National Association, as trustee and collateral agent and as second-priority agent, Momentive Specialty Chemicals Holdings LLC, Momentive Specialty Chemicals Inc. and each subsidiary of Momentive Specialty Chemicals Inc. party thereto. | 8-K | 001-00071 | 10.4 | 3/20/2012 |
II-16
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.82 | Fourth Joinder and Supplement to Intercreditor Agreement, dated as of March 14, 2013, by and among Wilmington Trust, National Association, as trustee, JPMorgan Chase Bank N.A., as intercreditor agent, Wilmington Trust Company, as trustee and collateral agent and as second-priority agent, Momentive Specialty Chemicals Holdings LLC, Momentive Specialty Chemicals Inc. and each subsidiary of Momentive Specialty Chemicals Inc. party thereto. | 8-K | 001-00071 | 10.5 | 3/20/2012 | |||||||||||||||
10.83 | Momentive Performance Materials Holdings LLC 2012 Incentive Compensation Plan | 10-Q | 001-00071 | 10.1 | 5/8/2012 | |||||||||||||||
10.84 | First Amended Resolution Specialty Materials Inc. 2004 Stock Option Plan | 10-Q | 001-00071 | 10.1 | 11/13/2012 | |||||||||||||||
10.85 | First Amended Hexion LLC 2007 Long-Term Incentive Plan | 10-Q | 001-00071 | 10.2 | 11/13/2012 | |||||||||||||||
10.86 | Registration Rights Agreement, dated as January 14, 2013, by and among Hexion U.S. Finance Corp., Hexion Nova Scotia Finance, ULC, Momentive Specialty Chemicals Inc., the other guarantors party thereto and Credit Suisse Securities (USA) LLC | 8-K | 001-00071 | 4.2 | 1/18/2013 | |||||||||||||||
10.87 | Amendment to Third Amended and Restated Credit Agreement, dated as of January 14, 2013, among Momentive Specialty Chemicals Holdings LLC, Momentive Specialty Chemicals Inc., Momentive Specialty Chemicals Canada Inc., Momentive Specialty Chemicals B.V., Momentive Specialty Chemicals UK Limited, Borden Chemical UK Limited, the lenders party thereto from time to time, JPMorgan Chase Bank N.A., as administrative agent for the lenders and the other parties named therein. | 8-K | 001-00071 | 10.1 | 1/18/2013 | |||||||||||||||
10.88 | Fifth Joinder and Supplement to Intercreditor Agreement, dated January 14, 2013, by and among Wilmington Trust, National Association, as trustee, JPMorgan Chase Bank N.A., as intercreditor agent, Wilmington Trust, National Association, as trustee and collateral agent and as second-priority agent, Momentive Specialty Chemicals Holdings LLC, Momentive Specialty Chemicals Inc. and each subsidiary of Momentive Specialty Chemicals Inc. party thereto. | 8-K | 001-00071 | 10.2 | 1/18/2013 |
II-17
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.89 | Asset-Based Revolving Credit Agreement, dated as of March 28, 2013, by and among Momentive Specialty Chemicals Holdings LLC, Momentive Specialty Chemicals Inc., as U.S. borrower, Momentive Specialty Chemicals Canada Inc., as Canadian borrower, Momentive Specialty Chemicals B.V., as Dutch borrower, Momentive Specialty Chemicals UK Limited and Borden Chemical UK Limited, as U.K. borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, swingline lender and initial issuing bank. | 8-K | 001-00071 | 10.1 | 4/3/2013 | |||||||||||||||
10.90 | ABL Intercreditor Agreement, dated as of March 28, 2013, by and among JPMorgan Chase Bank, N.A., as the ABL facility collateral agent, Wilmington Trust, National Association, as applicable first-lien agent and first-lien collateral agent, Momentive Specialty Chemicals Inc. and subsidiaries of Momentive Specialty Chemicals Inc. party thereto. | 8-K | 001-00071 | 10.2 | 4/3/2013 | |||||||||||||||
10.91 | Collateral Agreement, dated as of March 28, 2013, by and among Momentive Specialty Chemicals Inc., subsidiaries of Momentive Specialty Chemicals Inc. party thereto and JPMorgan Chase Bank, N.A. as collateral agent. | 8-K | 001-00071 | 10.3 | 4/3/2013 | |||||||||||||||
10.92 | Collateral Agreement, dated as of March 28, 2013, by and among Momentive Specialty Chemicals Inc., subsidiaries of Momentive Specialty Chemicals Inc. party thereto and Wilmington Trust, National Association, as collateral agent. | 8-K | 001-00071 | 10.4 | 4/3/2013 | |||||||||||||||
10.93 | Third Joinder and Supplement to 1.5 Lien Intercreditor Agreement, dated as of March 28, 2013, by and among JPMorgan Chase Bank, N.A., as ABL credit agreement agent, former intercreditor agent and new intercreditor agent, Wilmington Trust, National Association, as 1.5 lien trustee, Wilmington Trust, National Association, as first lien trustee, Momentive Specialty Chemicals Holdings LLC, Momentive Specialty Chemicals Inc. and subsidiaries of Momentive Specialty Chemicals Inc. party thereto. | 8-K | 001-00071 | 10.5 | 4/3/2013 |
II-18
Incorporated by Reference | ||||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith |
||||||||||||||||
10.94 | Joinder and Supplement to Second Lien Intercreditor Agreement, dated as of March 28, 2013, among JPMorgan Chase Bank, N.A., as ABL credit agreement agent, former intercreditor agent and new intercreditor agent, Wilmington Trust Company, as second-lien trustee, Wilmington Trust, National Association, as 1.5 lien trustee, Wilmington Trust, National Association, as first lien trustee, Momentive Specialty Chemicals Holdings LLC, Momentive Specialty Chemicals Inc. and subsidiaries of Momentive Specialty Chemicals Inc. party thereto. | 8-K | 001-00071 | 10.6 | 4/3/2013 | |||||||||||||||||
10.95 | Amendment No. 1 to the Momentive Performance Materials Holdings LLC 2011 Equity Incentive Plan | 8-K | 001-00071 | 10.1 | 3/6/2013 | |||||||||||||||||
10.96 | Form of Restricted Deferred Unit Agreement of Momentive Performance Materials Holdings LLC | 8-K | 001-00071 | 10.2 | 3/6/2013 | |||||||||||||||||
10.97 | Form of Unit Option Agreement of Momentive Performance Materials Holdings LLC | 8-K | 001-00071 | 10.3 | 3/6/2013 | |||||||||||||||||
10.98 | Momentive Performance Materials Holdings LLC 2013 Incentive Compensation Plan | 10-K | 001-00071 | 10.91 | 4/1/2013 | |||||||||||||||||
10.99 | Momentive Performance Materials Holdings LLC 2012 Long-Term Cash Incentive Plan | 10-K | 001-00071 | 10.92 | 4/1/2013 | |||||||||||||||||
10.100 | Special recognition bonus letter to Dale Plante dated November 15, 2011 | 10-K | 001-00071 | 10.94 | 4/1/2013 | |||||||||||||||||
12.1 | Statement regarding Computation of Ratios | S-4 | 333-189575 | 12.1 | 6/25/2013 | |||||||||||||||||
18.1 | Letter from PricewaterhouseCoopers, dated February 28, 2011 regarding preferability of a change in accounting principle | 10-K | 001-00071 | 18.1 | 2/28/2011 | |||||||||||||||||
21.1 | List of Subsidiaries of Momentive Specialty Chemicals Inc. | 10-K | 001-00071 | 21.1 | 4/1/2013 | |||||||||||||||||
23.1 | Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm | X | ||||||||||||||||||||
23.2 | Consent of Paul, Weiss, Rifkind, Wharton and Garrison LLP (included in Exhibits 5.1 and 8.1 to this Registration Statement) | S-4 | 333-189575 | 5.1/8.1 | 6/25/2013 | |||||||||||||||||
23.3 | Consent of Connell Foley LLP (included in Exhibit 5.2 to this Registration Statement) | X | ||||||||||||||||||||
24.1 | Powers of Attorney of the Directors and Officers of the Registrants (included in signature pages) | S-4 | 333-189575 | 24.1 | 6/25/2013 |
II-19
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
25.1 | Form T-1 (Wilmington Trust, National Association) | S-4 | 333-189575 | 25.1 | 6/25/2013 | |||||||||||||||
99.1 | Form of Letter of Transmittal | S-4 | 333-189575 | 99.1 | 6/25/2013 | |||||||||||||||
99.2 | Form of Notice of Guaranteed Delivery | S-4 | 333-189575 | 99.2 | 6/25/2013 | |||||||||||||||
99.3 | Form of Letter to Brokers | S-4 | 333-189575 | 99.3 | 6/25/2013 | |||||||||||||||
99.4 | Form of Letter to Clients | S-4 | 333-189575 | 99.4 | 6/25/2013 | |||||||||||||||
101.INS* | XBRL Instance Document | S-4 | 333-189575 | 101.INS | 6/25/2013 | |||||||||||||||
101.SCH* | XBRL Schema Document | S-4 | 333-189575 | 101.SCH | 6/25/2013 | |||||||||||||||
101.CAL* | XBRL Calculation Linkbase Document | S-4 | 333-189575 | 101.CAL | 6/25/2013 | |||||||||||||||
101.LAB* | XBRL Label Linkbase Document | S-4 | 333-189575 | 101.LAB | 6/25/2013 | |||||||||||||||
101.PRE* | XBRL Presentation Linkbase Document | S-4 | 333-189575 | 101.PRE | 6/25/2013 | |||||||||||||||
101.DEF* | XBRL Definition Linkbase Document | S-4 | 333-189575 | 101.DEF | 6/25/2013 |
* | Attached as Exhibit 101 to this report are documents formatted in XBRL (Extensible Business Reporting Language). Users of this data are advised pursuant to Rule 406T of Regulation S-T that the interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of section 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise not subject to liability under these sections. The financial information contained in the XBRL-related documents is unaudited or unreviewed. |
II-20
ITEM 22. | UNDERTAKINGS. |
(a) The undersigned registrants hereby undertake:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and
iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
5. That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will each be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;
iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or its securities provided by or on behalf of the undersigned registrants; and
II-21
iv. Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(b) The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
(c) The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Columbus, Ohio, on August 2, 2013.
HEXION U.S. FINANCE CORP. | ||||
By: | * | |||
Name: | William H. Carter | |||
Title: | Chief Financial Officer and Vice President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date | ||
* Craig O. Morrison |
Director | August 2, 2013 | ||
* William H. Carter |
Chief Financial Officer and Vice President (Principal Executive Officer, Principal Financial and Principal Accounting Officer) | August 2, 2013 |
*By: | /S/ DOUGLAS A. JOHNS | |
Douglas A. Johns | ||
Attorney-in-Fact |
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Columbus Ohio, on August 2, 2013.
MOMENTIVE SPECIALTY CHEMICALS INC. | ||||
By: | * | |||
Name: | William H. Carter | |||
Title: | Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date | ||
* Craig O. Morrison |
Director, Chairman, President and Chief Executive Officer (Principal Executive Officer) | August 2, 2013 | ||
* William H. Carter |
Director, Executive Vice President and Chief Financial Officer (Principal Financial and Principal Accounting Officer) | August 2, 2013 | ||
* David B. Sambur |
Director | August 2, 2013 | ||
* Robert V. Seminara |
Director | August 2, 2013 | ||
* Jordan C. Zaken |
Director | August 2, 2013 |
*By: | /S/ DOUGLAS A. JOHNS | |
Douglas A. Johns | ||
Attorney-in-Fact |
S-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Columbus, Ohio, on August 2, 2013.
MOMENTIVE SPECIALTY CHEMICALS INVESTMENTS INC. | ||||
By: | * | |||
Name: | William H. Carter | |||
Title: | President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date | ||
* George F. Knight |
Vice President and Treasurer (Principal Financial and Principal Accounting Officer) | August 2, 2013 | ||
* William H. Carter |
Director and President (Principal Executive Officer) | August 2, 2013 |
*By: | /S/ DOUGLAS A. JOHNS | |
Douglas A. Johns | ||
Attorney-in-Fact |
S-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Columbus, Ohio, on August 2, 2013.
BORDEN CHEMICAL FOUNDRY, LLC | ||||
By: | * | |||
Name: | William H. Carter | |||
Title: | Vice President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date | ||
* Craig O. Morrison |
Manager | August 2, 2013 | ||
* William H. Carter |
Manager and Vice President (Principal Executive Officer, Principal Financial and Principal Accounting Officer) | August 2, 2013 |
*By: | /S/ DOUGLAS A. JOHNS | |
Douglas A. Johns | ||
Attorney-in-Fact |
S-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Columbus, Ohio, on August 2, 2013.
HSC CAPITAL CORPORATION | ||||
By: | * | |||
Name: | William H. Carter | |||
Title: | President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date | ||
* Craig O. Morrison |
Director | August 2, 2013 | ||
* William H. Carter |
Director and President (Principal Executive Officer, Principal Financial and Principal Accounting Officer) | August 2, 2013 |
*By: | /S/ DOUGLAS A. JOHNS | |
Douglas A. Johns | ||
Attorney-in-Fact |
S-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Columbus, Ohio, on August 2, 2013.
LAWTER INTERNATIONAL INC. | ||||
By: | * | |||
Name: | William H. Carter | |||
Title: | President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date | ||
* William H. Carter |
Director and President (Principal Executive Officer) | August 2, 2013 | ||
* George F. Knight |
Vice President and Treasurer (Principal Financial and Principal Accounting Officer) | August 2, 2013 |
*By: | /S/ DOUGLAS A. JOHNS | |
Douglas A. Johns | ||
Attorney-in-Fact |
S-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Columbus, Ohio, on August 2, 2013.
MOMENTIVE INTERNATIONAL INC. | ||||
By: | * | |||
Name: | William H. Carter | |||
Title: | President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date | ||
/S/ WILLIAM H. CARTER William H. Carter |
Director and President (Principal Executive Officer, Principal Financial and Principal Accounting Officer) | August 2, 2013 |
*By: | /S/ DOUGLAS A. JOHNS | |
Douglas A. Johns | ||
Attorney-in-Fact |
S-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Columbus, Ohio, on August 2, 2013.
OILFIELD TECHNOLOGY GROUP, INC. | ||||
By: | * | |||
Name: | William H. Carter | |||
Title: | Vice President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date | ||
* William H. Carter |
Vice President (Principal Executive Officer, Principal Financial and Principal Accounting Officer) | August 2, 2013 | ||
* George F. Knight |
Vice President and Treasurer (Principal Financial and Principal Accounting Officer) | August 2, 2013 | ||
* Craig O. Morrison |
Director | August 2, 2013 | ||
* Joseph P. Bevilaqua |
Director | August 2, 2013 | ||
* Jerry F. Borges |
Director | August 2, 2013 |
*By: | /S/ DOUGLAS A. JOHNS | |
Douglas A. Johns | ||
Attorney-in-Fact |
S-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Columbus, Ohio, on August 2, 2013.
MOMENTIVE CI HOLDING COMPANY (CHINA) LLC | ||||
By: | * | |||
Name: | William H. Carter | |||
Title: | President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date | ||
* William H. Carter |
President (Principal Executive Officer) | August 2, 2013 | ||
* George F. Knight |
Vice President and Treasurer (Principal Financial and Principal Accounting Officer) | August 2, 2013 | ||
LAWTER INTERNATIONAL INC. | Sole Managing Member | August 2, 2013 |
By: | * | |||
Name: | Ellen German Berndt | |||
Title: | Vice President and Secretary |
*By: | /S/ DOUGLAS A. JOHNS | |
Douglas A. Johns | ||
Attorney-in-Fact |
S-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Columbus, Ohio, on August 2, 2013.
NL COOP HOLDINGS, LLC | ||||
By: | * | |||
Name: | William H. Carter | |||
Title: | President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date | ||
* William H. Carter |
President (Principal Executive Officer) | August 2, 2013 | ||
* George F. Knight |
Vice President and Treasurer (Principal Financial and Principal Accounting Officer) | August 2, 2013 | ||
MOMENTIVE SPECIALTY CHEMICALS INC. |
Sole Managing Member | August 2, 2013 |
By: | * | |||
Name: | Ellen German Berndt | |||
Title: | Vice President and Secretary |
*By: | /S/ DOUGLAS A. JOHNS | |
Douglas A. Johns | ||
Attorney-in-Fact |
S-10
EXHIBIT INDEX
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
2.1 | Transaction Agreement dated as of April 22, 2005 among RPP Holdings, Resolution Specialty Materials Holdings LLC, BHI Acquisition Corp., BHI Merger Sub One, BHI Merger Sub Two Inc. and Borden Chemical Inc. | S-1/A | 333-124287 | 2.1 | 7/15/2005 | |||||||||||||||
2.2 | SOC Resins Master Sale Agreement dated July 10, 2000 among Shell Oil Company, Resin Acquisition, LLC and Shell Epoxy Resins Inc. | S-4 | 333-57170 | 2.1 | 3/16/2001 | |||||||||||||||
2.3 | SPNV Resins Sale Agreement dated as of September 11, 2000 between Shell Petroleum N.V. and Shell Epoxy Resins Inc. | S-4 | 333-57170 | 2.2 | 3/16/2001 | |||||||||||||||
2.4 | Assignment and Assumption Agreement dated November 13, 2000 between Shell Epoxy Resins Inc. and Shell Epoxy Resins LLC | S-4 | 333-57170 | 2.3 | 3/16/2001 | |||||||||||||||
2.5 | Assignment and Assumption Agreement dated November 14, 2000 between Resin Acquisition, LLC and RPP Holdings LLC | S-4 | 333-57170 | 2.4 | 3/16/2001 | |||||||||||||||
3.1 | Certificate of Incorporation of Hexion U.S. Finance Corp. | S-4/A | 333-122826 | 3.1 | 12/28/2005 | |||||||||||||||
3.2 | Bylaws of Hexion U.S. Finance Corp | S-4/A | 333-122826 | 3.2 | 12/28/2005 | |||||||||||||||
3.3 | Restated Certificate of Incorporation of Hexion Specialty Chemicals, Inc. dated as of July 18, 2006 | S-4 | 333-135482 | 3.5 | 8/1/2006 | |||||||||||||||
3.4 | Agreement of Combination with Momentive Performance Material Holdings Inc. on September 11, 2010 | 8-K | 001-00071 | 99.1 | 9/13/2010 | |||||||||||||||
3.5 | Certificate of Amendment to the Certificate of Incorporation, dated October 1, 2010 changing the name of the corporation to Momentive Specialty Chemicals Inc. | 8-K | 001-00071 | 3.1 | 10/1/2010 | |||||||||||||||
3.6 | Amended and Restated Bylaws of Momentive Specialty Chemicals Inc. | 10-K | 001-00071 | 3.5 | 04/01/2013 | |||||||||||||||
3.7 | Certificate of Incorporation of Borden Chemical Investments, Inc. | S-4/A | 333-122826 | 3.9 | 12/28/2005 | |||||||||||||||
3.9 | Bylaws of Borden Chemical Investments, Inc. | S-4/A | 333-122826 | 3.10 | 12/28/2005 | |||||||||||||||
3.10 | Certificate of Amendment of Certificate of Incorporation, dated November 16, 2010 changing the name of the corporation to Momentive Specialty Chemicals Investments Inc. | S-4 | 333-172943 | 3.11 | 3/18/2011 |
1
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
3.11 | Certificate of Conversion of Borden Chemical Foundry, LLC | S-4 | 333-142173 | 3.9 | 4/17/2007 | |||||||||||||||
3.12 | Certificate of Formation of Borden Chemical Foundry, LLC | S-4 | 333-142173 | 3.10 | 4/17/2007 | |||||||||||||||
3.13 | Limited Liability Company Agreement of Borden Chemical Foundry, LLC | S-4 | 333-142173 | 3.11 | 4/17/2007 | |||||||||||||||
3.14 | Certificate of Incorporation of HSC Capital Corporation | S-4/A | 333-122826 | 3.13 | 12/28/2005 | |||||||||||||||
3.15 | Bylaws of HSC Capital Corporation | S-4/A | 333-122826 | 3.14 | 12/28/2005 | |||||||||||||||
3.16 | Certificate of Incorporation of Lawter International Inc. | S-4/A | 333-122826 | 3.15 | 12/28/2005 | |||||||||||||||
3.17 | Bylaws of Lawter International Inc. | S-4/A | 333-122826 | 3.16 | 12/28/2005 | |||||||||||||||
3.18 | Certificate of Incorporation of Borden Chemical International, Inc. | S-4/A | 333-122826 | 3.17 | 12/28/2005 | |||||||||||||||
3.19 | Bylaws of Momentive International, Inc. dated March 5, 2013 | S-4 | 333-189575 | 3.19 | 6/25/2013 | |||||||||||||||
3.20 | Certificate of Amendment of Certificate of Incorporation, dated February 2, 2011 changing the name of the corporation to Momentive International Inc. | S-4 | 333-172943 | 3.21 | 3/18/2011 | |||||||||||||||
3.21 | Certificate of Incorporation of Oilfield Technology Group, Inc. | S-4/A | 333-122826 | 3.23 | 12/28/2005 | |||||||||||||||
3.22 | Bylaws of Oilfield Technology Group, Inc. | S-4/A | 333-122826 | 3.24 | 12/28/2005 | |||||||||||||||
3.23 | Certificate of Formation of Hexion CI Holding Company (China) LLC | S-4/A | 333-122826 | 3.25 | 12/28/2005 | |||||||||||||||
3.24 | Limited Liability Company Agreement of Hexion CI Holding Company (China) LLC | S-4/A | 333-122826 | 3.26 | 12/28/2005 | |||||||||||||||
3.25 | Certificate of Amendment to Certificate of Formation, dated November 16, 2010 changing the name of the company to Momentive CI Holding Company (China) LLC | S-4 | 333-172943 | 3.26 | 3/18/2011 | |||||||||||||||
3.26 | Certificate of Formation of NL Coop Holdings LLC | S-4 | 333-172943 | 3.27 | 3/18/2011 | |||||||||||||||
3.27 | Limited Liability Company Agreement of NL Coop Holdings LLC | S-4 | 333-172943 | 3.28 | 3/18/2011 |
2
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
4.1 | Indenture, dated as of March 14, 2012, among Hexion U.S. Finance Corp., Momentive Specialty Chemicals Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee, related to the $450,000,000 first-priority senior secured notes due 2020. | 8-K | 001-00071 | 4.1 | 3/20/2012 | |||||||||||||||
4.2 | First Supplemental Indenture, dated as of January 31, 2013, among Hexion U.S. Finance Corp., Momentive Specialty Chemicals Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee. | 8-K | 001-00071 | 4.1 | 2/6/2013 | |||||||||||||||
4.3 | Form of Exchange Note (included as Exhibit A of Exhibit 4.1 of this Registration Statement) | |||||||||||||||||||
4.4 | Form of Indenture between Borden, Inc. and The First National Bank of Chicago, as Trustee, dated as of January 15, 1983, as supplemented by the First Supplemental Indenture dated as of March 31, 1986, and the Second Supplemental Indenture, dated as of June 26, 1996, relating to the $200,000,000 8 3/8% Sinking Fund Debentures due 2016 | S-3 | 33-4381 |
|
(4)(a) and (b) |
|
||||||||||||||
4.5 | Form of Indenture between Borden, Inc. and The Bank of New York, as Trustee, dated as of December 15, 1987, as supplemented by the First Supplemental Indenture dated as of December 15, 1987, the Second Supplemental Indenture dated as of February 1, 1993 and the Third Supplemental Indenture dated as of June 26, 1996. | S-3 | 33-45770 | |
4(a) thru 4(d) |
|
||||||||||||||
4.6 | Indenture dated as of November 3, 2006 among Hexion U.S. Finance Corp., Hexion Nova Scotia Finance, ULC, Hexion Specialty Chemicals, Inc., the guarantors named therein and Wilmington Trust Company, as trustee, related to the $200,000,000 second-priority senior secured floating rate notes due 2014 and the $625,000,000 9 3/4% second-priority senior secured notes due 2014. | 10-Q | 001-00071 | 4.3 | 11/14/2006 | |||||||||||||||
4.7 | Indenture, dated as of January 29, 2010, by and among Hexion Finance Escrow LLC, Hexion Escrow Corporation and Wilmington Trust FSB, as trustee. | 8-K | 001-00071 | 4.1 | 2/4/2010 |
3
Incorporated by Reference | ||||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith |
||||||||||||||||
4.8 | Supplemental Indenture, dated as of January 29, 2010, by and among Hexion U.S. Finance Corp., Hexion Nova Scotia Finance, ULC, the guarantors party thereto and Wilmington Trust FSB, as trustee. | 8-K | 001-00071 | 4.2 | 2/4/2010 | |||||||||||||||||
4.9 | Supplemental Indenture, dated as of June 4, 2010, by and among NL COOP Holdings LLC, Hexion U.S. Finance Corp., Hexion Nova Scotia Finance, ULC, the guarantors party thereto and Wilmington Trust Company, as trustee. | 8-K | 001-00071 | 4.1 | 6/9/2010 | |||||||||||||||||
4.10 | Supplemental Indenture, dated as of June 4, 2010, by and among NL COOP Holdings LLC, Hexion U.S. Finance Corp., Hexion Nova Scotia Finance, ULC, the guarantors party thereto and Wilmington Trust FSB, as trustee. | 8-K | 001-00071 | 4.2 | 6/9/2010 | |||||||||||||||||
4.11 | Indenture, dated as of November 5, 2010, among Hexion U.S. Finance Corp., Hexion Nova Scotia Finance, ULC, the Company, the guarantors named therein and Wilmington Trust Company, as trustee, related to the $574,016,000 9.0% second-priority senior secured floating rate notes due 2020. | 8-K | 001-00071 | 4.1 | 11/12/2010 | |||||||||||||||||
4.12 | Second Supplemental indenture, dated as of January 14, 2013, among Hexion U.S. Finance Corp., Hexion Nova Scotia Finance, ULC, Momentive Specialty Chemicals Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee, related to the additional $200,000,000 8.875% senior secured notes due 2018. | 8-K | 001-00071 | 4.1 | 1/18/2013 | |||||||||||||||||
4.13 | Second Supplemental Indenture, dated as of March 28, 2013, by and among Hexion U.S. Finance Corp., the guarantors party thereto and Wilmington Trust, National Association, as trustee. | 8-K | 001-00071 | 4.1 | 4/3/2013 | |||||||||||||||||
5.1 | Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP | S-4 | 333-189575 | 5.1 | 6/25/2013 | |||||||||||||||||
5.2 | Opinion of Connell Foley LLP | X | ||||||||||||||||||||
8.1 | Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP | S-4 | 333-189575 | 8.1 | 6/25/2013 | |||||||||||||||||
10.1 | BHI Acquisition Corp. 2004 Deferred Compensation Plan | 10-Q | 001-00071 | 10(iv) | 11/15/2004 | |||||||||||||||||
10.2 | BHI Acquisition Corp. 2004 Stock Incentive Plan | 10-Q | 001-00071 | 10(v) | 11/15/2004 |
4
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.3 | Resolution Performance Products Inc. 2000 Stock Option Plan | S-4 | 333-57170 | 10.26 | 3/16/2001 | |||||||||||||||
10.4 | Resolution Performance Products Inc. 2000 Non-Employee Directors Stock Option Plan | S-4 | 333-57170 | 10.27 | 3/16/2001 | |||||||||||||||
10.5 | Amended and Restated Resolution Performance Products, Inc. Restricted Unit Plan, as amended and restated May 31, 2005 | S-1/A | 333-124287 | 10.34 | 9/19/2005 | |||||||||||||||
10.6 | Form of Non-Qualified Stock Option Agreement between BHI Acquisition Corp. and certain optionees | S-4 | 333-122826 | 10.12 | 2/14/2005 | |||||||||||||||
10.7 | Resolution Specialty Materials Inc. 2004 Stock Option Plan | S-1/A | 333-124287 | 10.52 | 7/15/2005 | |||||||||||||||
10.8 | Form of Nonqualified Stock Option Agreement for Resolution Specialty Materials Inc. 2004 Stock Option Plan | S-1/A | 333-124287 | 10.53 | 7/15/2005 | |||||||||||||||
10.9 | Form of Nonqualified Stock Option Agreement for Resolution Performance Products Inc. 2000 Stock Option Plan | S-1/A | 333-124287 | 10.54 | 7/15/2005 | |||||||||||||||
10.10 | Form of Nonqualified Stock Option Agreement for Resolution Performance Products Inc. 2000 Non-Employee Director Stock Option Plan | S-1/A | 333-124287 | 10.55 | 7/15/2005 | |||||||||||||||
10.11 | Hexion LLC 2007 Long-Term Incentive Plan dated April 30, 2007 | 10-Q | 001-00071 | 10.1 | 8/14/2007 | |||||||||||||||
10.12 | Amended and Restated Investor Rights Agreement dated as of May 31, 2005 between Hexion LLC, Hexion Specialty Chemicals, Inc. and the holders that are party thereto | S-1/A | 333-124287 | 10.63 | 7/15/2005 | |||||||||||||||
10.13 | Registration Rights Agreement dated as of May 31, 2005 between Hexion Specialty Chemicals, Inc. and Hexion LLC | S-1/A | 333-124287 | 10.64 | 7/15/2005 | |||||||||||||||
10.14 | Amended and Restated Executives Supplemental Pension Plan for Hexion Specialty Chemicals, Inc., dated as of September 7, 2005 | 8-K | 001-00071 | 10 | 9/12/2005 | |||||||||||||||
10.15 | Borden, Inc. Advisory Directors Plan dated 7/1/89 | 10-K | 001-00071 | 10(viii) | 7/1/1989 | |||||||||||||||
10.16 | Hexion Specialty Chemicals, Inc. 2009 Leadership Long-Term Cash Incentive Plan | 10-K | 001-00071 | 10.21 | 3/11/2009 | |||||||||||||||
10.17 | Hexion Specialty Chemicals, Inc. 2009 Incentive Compensation Plan | 10-K | 001-00071 | 10.25 | 3/11/2009 |
5
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.18 | Hexion Specialty Chemicals, Inc. 2010 Incentive Compensation Plan | 10-K | 001-00071 | 10.2 | 3/9/2010 | |||||||||||||||
10.19 | Amended and Restated Employment Agreement dated as of August 12, 2004 between Hexion Specialty Chemicals, Inc. and Craig O. Morrison | 10-Q | 001-00071 | 10(i) | 11/15/2004 | |||||||||||||||
10.20 | Amended and Restated Employment Agreement dated as of August 12, 2004 between Hexion Specialty Chemicals, Inc. and Joseph P. Bevilaqua | 10-Q | 001-00071 | 10(ii) | 11/15/2004 | |||||||||||||||
10.21 | Summary of Terms of Employment between Hexion Specialty Chemicals, Inc. and Joseph P. Bevilaqua dated August 10, 2008 | 10-K | 001-00071 | 10.23 | 3/9/2010 | |||||||||||||||
10.22 | International assignment agreement dated as of November 13, 2008 between Hexion Specialty Chemicals, Inc. and Joseph P. Bevilaqua | 10-K | 001-00071 | 10.28 | 3/11/2009 | |||||||||||||||
10.23 | Amended and Restated Employment Agreement dated as of August 12, 2004 between Hexion Specialty Chemicals, Inc. and William H. Carter | 10-Q | 001-00071 | 10(iii) | 11/15/2004 | |||||||||||||||
10.24 | Summary of Terms of Employment between Hexion Specialty Chemicals, Inc. and Judith A. Sonnett dated September 21, 2007 | 10-K | 001-00071 | 10.29 | 3/9/2010 | |||||||||||||||
10.25 | Addition of Terms of Employment between Hexion Specialty Chemicals, Inc. and Dale N. Plante, Supplement to August 2008 Promotional Employment Offer dated as of July 16, 2009 | 10-K | 001-00071 | 10.27 | 2/28/2011 | |||||||||||||||
10.26 | Momentive Specialty Chemicals Inc. Supplemental Executive Retirement Plan, dated as of December 31, 2011 | 8-K | 001-00071 | 99.1 | 1/6/2012 | |||||||||||||||
10.27 | Master Asset Conveyance and Facility Support Agreement, dated as of December 20, 2002, between Borden Chemical and Borden Chemicals and Plastics Operating Limited Partnership | 10-K | 001-00071 | (10)(xxvi) | 3/28/2003 | |||||||||||||||
10.28 | Environmental Servitude Agreement, dated as of December 20, 2002, between Borden Chemical and Borden Chemicals and Plastics Operating Limited Partnership | 10-K | 001-00071 | (10)(xxvii) | 3/28/2003 | |||||||||||||||
10.29 | Intellectual Property Transfer and License Agreement and Contribution Agreement dated as of November 14, 2000 between Shell Oil Company and Shell Epoxy Resins LLC | S-4 | 333-57170 | 10.13 | 3/16/2001 |
6
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.30 | Intellectual Property Transfer and License Agreement and Contribution Agreement dated as of November 14, 2000 between Shell Internationale Research Maatschappij B.V. and Shell Epoxy Resins Research B.V | S-4 | 333-57170 | 10.14 | 3/16/2001 | |||||||||||||||
10.31 | First Amended and Restated Deer Park Site Services, Utilities, Materials and Facilities Agreement dated November 1, 2000 between Shell Chemical Company, for itself and as agent for Shell Oil Company, and Shell Epoxy Resins LLC | S-4 | 333-57170 | 10.19 | 3/16/2001 | |||||||||||||||
10.32 | First Amended and Restated Pernis Site Services, Utilities, Materials and Facilities Agreement dated November 1, 2000 between Resolution Europe B.V. (f/k/a Resolution Nederland B.V., f/k/a Shell Epoxy Resins Nederland B.V.) and Shell Nederland Raffinaderij B.V. | S-4 | 333-57170 | 10.21 | 3/16/2001 | |||||||||||||||
10.33 | First Amended and Restated Pernis Site Services, Utilities, Materials and Facilities Agreement dated November 1, 2000 between Resolution Europe B.V. (f/k/a Resolution Nederland B.V., f/k/a Shell Epoxy Resins Nederland B.V.) and Shell Nederland Chemie B.V. | S-4 | 333-57170 | 10.22 | 3/16/2001 | |||||||||||||||
10.34 | Second Amended and Restated Norco Site Services, Utilities, Materials and Facilities Agreement dated November 1, 2004 between Shell Chemical L.P. and Resolution Performance Products LLC. | 10-K | 001-00071 | 10.45 | 3/22/2007 | |||||||||||||||
10.35 | Deer Park Ground Lease and Grant of Easements dated as of November 1, 2000 between Shell Oil Company and Shell Epoxy Resins LLC | S-4 | 333-57170 | 10.23 | 3/16/2001 | |||||||||||||||
10.36 | Norco Ground Lease and Grant of Servitudes dated as of November 1, 2000 between Shell Oil Company and Shell Epoxy Resins LLC | S-4 | 333-57170 | 10.24 | 3/16/2001 | |||||||||||||||
10.37 | Amended and Restated Agreement of Sub-Lease (Pernis) dated as of November 1, 2000 between Resolution Europe B.V. (f/k/a Resolution Nederland B.V., f/k/a Shell Epoxy Resins Nederland B.V.) and Shell Nederland Raffinaderij B.V. | S-4 | 333-57170 | 10.25 | 3/16/2001 | |||||||||||||||
10.38 | Amended and Restated Management Consulting Agreement dated as of May 31, 2005 between Borden Chemical, Inc. and Apollo Management V, L.P. | S-1/A | 333-124287 | 10.66 | 7/15/2005 |
7
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.39 | Intercreditor Agreement dated as of November 3, 2006 among Hexion Specialty Chemicals, Inc., Hexion LLC, the subsidiary parties thereto, Wilmington Trust Company as trustee and JPMorgan Chase Bank, N.A. as intercreditor agent | 10-Q | 001-00071 | 10.1 | 11/14/2006 | |||||||||||||||
10.40 | Registration Rights Agreement dated as of November 3, 2006 among Hexion U.S. Finance Corp., Hexion Nova Scotia Finance ULC, Hexion Specialty Chemicals, Inc. and subsidiary parties thereto and Credit Suisse Securities (USA) LLC and JPMorgan Securities, Inc. as initial purchasers. | 10-Q | 001-00071 | 10.2 | 11/14/2006 | |||||||||||||||
10.41 | Collateral Agreement dated as of November 3, 2006 among Hexion Specialty Chemicals, Inc. and subsidiary parties thereto, and Wilmington Trust Company, as Collateral Agent. | 10-K | 001-00071 | 10.57 | 3/11/2009 | |||||||||||||||
10.42 | Second Amended and Restated Collateral Agreement dated as of November 3, 2006 among Hexion LLC, Hexion Specialty Chemicals, Inc. and subsidiary parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. | 10-K | 001-00071 | 10.58 | 3/11/2009 | |||||||||||||||
10.43 | Second Amended and Restated Credit Agreement with exhibits and schedules dated as of November 3, 2006 among Hexion LLC, Hexion Specialty Chemicals, Inc., Hexion Specialty Chemicals Canada, Inc., Hexion Specialty Chemicals B.V., Hexion Specialty Chemicals UK Limited, Borden Chemical UK Limited, the lenders party thereto and JP Morgan Chase Bank, N.A., as Administrative Agent, Credit Suisse, as Syndication Agent and J.P. Morgan Securities Inc. and Credit Suisse Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners. | 10-Q | 001-00071 | 10.1 | 8/13/2009 | |||||||||||||||
10.44 | Incremental Facility Amendment and Amendment No. 1 with exhibits and schedules to the Second Amended and Restated Credit Agreement dated as of June 15, 2007 among Hexion LLC, Hexion Specialty Chemicals, Inc., Hexion Specialty Chemicals Canada, Inc., Hexion Specialty Chemicals B.V., Hexion Specialty Chemicals UK Limited, Borden Chemical UK Limited, the lenders party thereto and JP Morgan Chase Bank, N.A., as Administrative Agent | 10-Q | 001-00071 | 10.2 | 8/13/2009 |
8
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.45 | Second Incremental Facility Amendment with exhibits and schedules to the Second Amended and Restated Credit Agreement dated as of August 7, 2007 among Hexion LLC, Hexion Specialty Chemicals, Inc., Hexion Specialty Chemicals Canada, Inc., Hexion Specialty Chemicals B.V., Hexion Specialty Chemicals UK Limited, Borden Chemical UK Limited, the lenders party thereto and JP Morgan Chase Bank, N.A., as Administrative Agent | 10-Q | 001-00071 | 10.3 | 8/13/2009 | |||||||||||||||
10.46 | Settlement Agreement and Release, dated December 14, 2008, among Huntsman Corporation, Jon M. Huntsman, Peter R. Huntsman, Hexion Specialty Chemicals, Inc., Hexion LLC, Nimbus Merger Sub, Inc., Craig O. Morrison, Leon Black, Joshua J. Harris and Apollo Global Management, LLC and certain of its affiliates | 8-K | 001-00071 | 10.1 | 12/15/2008 | |||||||||||||||
10.47 | Commitment Letter dated as of March 3, 2009 among the Hexion Specialty Chemicals, Inc., Hexion LLC, Euro VI (BC) S.a.r.l., Euro V (BC) S.a.r.l. and AAA Co-Invest VI (EHS-BC) S.a.r.l. | 8-K | 001-00071 | 10.1 | 3/3/2009 | |||||||||||||||
10.48 | Credit Agreement with exhibits and schedules dated as of March 3, 2009 among Hexion Specialty Chemicals, Inc., Borden Luxembourg S.a.r.l., Euro V (BC) S.a.r.l., Euro VI (BC) S.a.r.l. and AAA Co-Invest VI (EHS-BC) S.a.r.l. | 10-Q | 001-00071 | 10.4 | 8/13/2009 | |||||||||||||||
10.49 | Indemnification Agreement dated as of March 3, 2009 among Apollo Management, L.P. and subsidiary parties thereto, Hexion LLC, Hexion Specialty Chemicals, Inc. and Nimbus Merger Sub Inc. | 8-K | 001-00071 | 10.3 | 3/3/2009 | |||||||||||||||
10.50 | Amendment Agreement to Credit Agreement, dated as of January 25, 2010, among Hexion LLC, Hexion Specialty Chemicals, Inc., Hexion Specialty Chemicals Canada, Inc., Hexion Specialty Chemicals B.V., Hexion Specialty Chemicals UK Limited, Borden Chemical UK Limited, the Subsidiary Loan Parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent. | 8-K/A | 001-00071 | 10.1 | 2/4/2010 | |||||||||||||||
10.51 | Registration Rights Agreement, dated as of January 29, 2010, by and among Hexion U.S. Finance Corp., Hexion Nova Scotia Finance, ULC, the guarantors party thereto and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers. | 8-K | 001-00071 | 4.3 | 2/4/2010 |
9
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.52 | Third Amended and Restated Credit Agreement, dated as of January 29, 2010, among Hexion LLC, Hexion Specialty Chemicals, Inc., each subsidiary of Hexion Specialty Chemicals, Inc. from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | 8-K/A | 001-00071 | 10.1 | 2/4/2010 | |||||||||||||||
10.53 | Intercreditor Agreement, dated as of January 29, 2010, by and among JPMorgan Chase Bank, as intercreditor agent, Wilmington Trust FSB, as trustee and collateral agent, Hexion LLC, Hexion Specialty Chemicals, Inc. and certain subsidiaries. | 8-K/A | 001-00071 | 10.1 | 2/4/2010 | |||||||||||||||
10.54 | Joinder and Supplement to Intercreditor Agreement dated January 29, 2010, by and among Wilmington Trust FSB, as trustee under the Indenture, JPMorgan Chase Bank, as intercreditor agent, Wilmington Trust Company, as trustee and collateral agent and as second-priority agent, Hexion LLC, Hexion Specialty Chemicals, Inc. and each subsidiary of Hexion Specialty Chemicals, Inc. from time to time party thereto. | 8-K | 001-00071 | 10.3 | 2/4/2010 | |||||||||||||||
10.55 | Notes Collateral Agreement dated and effective as of January 29, 2010, among Hexion Specialty Chemicals, Inc., each Subsidiary Party thereto and Wilmington Trust FSB, as collateral agent. | 8-K | 001-00071 | 10.4 | 2/4/2010 | |||||||||||||||
10.56 | SUPPLEMENT dated as of June 4, 2010, to the U.S. Guarantee Agreement dated as of May 31, 2005, among HEXION LLC, a Delaware limited liability company, HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation, each Domestic Subsidiary Loan Party party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the Administrative Agent) for the Lenders (as defined therein). | 8-K | 001-00071 | 10.1 | 6/9/2010 | |||||||||||||||
10.57 | SUPPLEMENT dated as of June 4, 2010, to the Foreign Guarantee Agreement dated as of May 31, 2005, among HEXION LLC, a Delaware limited liability company, HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation, each Foreign Subsidiary Loan Party party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the Administrative Agent) for the Lenders (as defined therein). | 8-K | 001-00071 | 10.2 | 6/9/2010 |
10
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.58 | SUPPLEMENT dated as of June 4, 2010, to the Third Amended and Restated Collateral Agreement dated as of January 29, 2010, among HEXION LLC, a Delaware limited liability company, HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation, each Subsidiary Party party thereto and JPMORGAN CHASE BANK, N.A., as Applicable First Lien Representative (in such capacity, the Applicable First Lien Representative) for the Secured Parties (as defined therein). | 8-K | 001-00071 | 10.3 | 6/9/2010 | |||||||||||||||
10.59 | SUPPLEMENT dated as of June 4, 2010, to the Collateral Agreement dated as of January 29, 2010, among HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation, each Subsidiary Party party thereto and WILMINGTON TRUST FSB, as Collateral Agent (in such capacity, the Collateral Agent) for the Secured Parties (as defined therein). | 8-K | 001-00071 | 10.4 | 6/9/2010 | |||||||||||||||
10.60 | SUPPLEMENT dated as of June 4, 2010, to the Collateral Agreement dated as of November 3, 2006, among HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation, each Subsidiary Party party thereto and WILMINGTON TRUST COMPANY, as Collateral Agent (in such capacity, the Collateral Agent) for the Secured Parties (as defined therein). | 8-K | 001-00071 | 10.5 | 6/9/2010 | |||||||||||||||
10.61 | Registration Rights Agreement dated as of November 5, 2010 among Hexion U.S. Finance Corp., Hexion Nova Scotia Finance ULC, the Company and subsidiary parties thereto and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., UBS Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., BMO Capital Markets Corp and JPMorgan Securities LLC, as initial purchasers. | 8-K | 001-00071 | 4.2 | 11/12/2010 | |||||||||||||||
10.62 | Registration Rights Agreement, dated November 5, 2010, among Hexion U.S. Finance Corp., Hexion Nova Scotia Finance, ULC, the Guarantors, including the Company, and Euro VI (BC) S.a r.l. | 8-K | 001-00071 | 4.3 | 11/12/2010 | |||||||||||||||
10.63 | Third Joinder and Supplement to Intercreditor Agreement, dated as of November 5, 2010, by and among JPMorgan Chase Bank, as intercreditor agent, Wilmington Trust Company, as trustee and collateral agent, Hexion LLC, the Company and certain of its subsidiaries. | 8-K | 001-00071 | 10.1 | 11/12/2010 |
11
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.64 | Joinder and Supplement to Collateral Agreement dated November 5, 2010 among the Company and subsidiary parties thereto, and Wilmington Trust Company, as trustee and collateral agent. | 8-K | 001-00071 | 10.2 | 11/12/2010 | |||||||||||||||
10.65 | Supplement, dated as of December 15, 2010 to the Foreign Guarantee Agreement, dated as of May 31, 2005 among Momentive Specialty Chemicals Holdings LLC, Momentive Specialty Chemicals Inc., each Foreign Subsidiary Loan Party party thereto and JP Morgan Chase Bank, as administrative agent for the Lenders. | 8-K | 001-00071 | 10.1 | 12/15/2010 | |||||||||||||||
10.66 | Shared Services agreement, dated as of October 1, 2010, by and among Hexion Specialty Chemicals, Inc. and Momentive Performance Materials Inc., and the other Persons party thereto | 10-K | 001-00071 | 10.68 | 2/28/2011 | |||||||||||||||
10.67 | Purchase and Sale Agreement, dated November 30, 2010, by and between Momentive Specialty Chemicals Inc. and Harima Chemicals, Inc. | 8-K | 001-00071 | 2.01 | 2/4/2011 | |||||||||||||||
10.68 | Momentive Performance Materials Holdings LLC 2011 Equity Incentive Plan | S-4 | 333-172943 | 10.69 | 3/18/2011 | |||||||||||||||
10.69 | Form of Restricted Deferred Unit Award Agreement of Momentive Performance Materials Holdings LLC | S-4 | 333-172943 | 10.7 | 3/18/2011 | |||||||||||||||
10.70 | Form of Unit Option Agreement of Momentive Performance Materials Holdings LLC | S-4 | 333-172943 | 10.71 | 3/18/2011 | |||||||||||||||
10.71 | Form of Director Unit Option Agreement of Momentive Performance Materials Holdings LLC | S-4 | 333-172943 | 10.72 | 3/18/2011 | |||||||||||||||
10.72 | Management Investor Rights Agreement, dated as of February 23, 2011 by and among Momentive Performance Materials Holdings LLC and the Holders | S-4 | 333-172943 | 10.73 | 3/18/2011 | |||||||||||||||
10.73 | Amended and Restated Shared Services Agreement dated March 17, 2011 by and among Momentive Performance Materials Inc., its subsidiaries, and Momentive Specialty Chemicals Inc. | 8-K | 001-00071 | 10.1 | 3/17/2011 | |||||||||||||||
10.74 | Master Confidentiality and Joint Development Agreement entered into on March 17, 2011 by and between Momentive Performance Materials Inc. and Momentive Specialty Chemicals Inc. | 8-K | 001-00071 | 10.2 | 3/17/2011 |
12
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.75 | Momentive Performance Materials Holdings LLC 2011 Incentive Compensation Plan | 10-Q | 001-00071 | 10.1 | 5/13/2011 | |||||||||||||||
10.76 | Amendment Two to Second Amended and Restated Norco Site Services, Utilities, Materials and Facilities Agreement dated January 1, 2011 between Shell Chemical L.P. and Momentive Specialty Chemicals Inc. | 10-Q | 001-00071 | 10.2 | 5/13/2011 | |||||||||||||||
10.77 | Third Incremental Facility Amendment, dated as of May 18, 2011, by and among Momentive Specialty Chemicals Inc., the other borrowers named therein, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | 8-K | 001-00071 | 10.1 | 5/23/2011 | |||||||||||||||
10.78 | Registration Rights Agreement, dated as March 14, 2012, by and among Hexion U.S. Finance Corp., Momentive Specialty Chemicals Inc., the other guarantors party thereto and J.P. Morgan Securities LLC, as representative of the initial purchasers. | 8-K | 001-00071 | 4.2 | 3/20/2012 | |||||||||||||||
10.79 | Incremental Assumption Agreement, dated as of March 14, 2012, among Momentive Specialty Chemicals Holdings LLC, Momentive Specialty Chemicals Inc., Momentive Specialty Chemicals Canada Inc., Momentive Specialty Chemicals B.V., Borden Chemical UK Limited, the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent. | 8-K | 001-00071 | 10.1 | 3/20/2012 | |||||||||||||||
10.80 | First Lien Intercreditor Agreement, dated as of March 14, 2012, among JPMorgan Chase Bank N.A., as collateral agent and administrative agent, Wilmington Trust, National Association, as initial other authorized representative, and each additional authorized representative from time to time party thereto. | 8-K | 001-00071 | 10.2 | 3/20/2012 | |||||||||||||||
10.81 | Joinder and Supplement to Intercreditor Agreement dated, January 29, 2010, by and among Wilmington Trust, National Association, as trustee, JPMorgan Chase Bank N.A., as intercreditor agent, Wilmington Trust, National Association, as trustee and collateral agent and as second-priority agent, Momentive Specialty Chemicals Holdings LLC, Momentive Specialty Chemicals Inc. and each subsidiary of Momentive Specialty Chemicals Inc. party thereto. | 8-K | 001-00071 | 10.4 | 3/20/2012 |
13
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.82 | Fourth Joinder and Supplement to Intercreditor Agreement, dated as of March 14, 2013, by and among Wilmington Trust, National Association, as trustee, JPMorgan Chase Bank N.A., as intercreditor agent, Wilmington Trust Company, as trustee and collateral agent and as second-priority agent, Momentive Specialty Chemicals Holdings LLC, Momentive Specialty Chemicals Inc. and each subsidiary of Momentive Specialty Chemicals Inc. party thereto. | 8-K | 001-00071 | 10.5 | 3/20/2012 | |||||||||||||||
10.83 | Momentive Performance Materials Holdings LLC 2012 Incentive Compensation Plan | 10-Q | 001-00071 | 10.1 | 5/8/2012 | |||||||||||||||
10.84 | First Amended Resolution Specialty Materials Inc. 2004 Stock Option Plan | 10-Q | 001-00071 | 10.1 | 11/13/2012 | |||||||||||||||
10.85 | First Amended Hexion LLC 2007 Long-Term Incentive Plan | 10-Q | 001-00071 | 10.2 | 11/13/2012 | |||||||||||||||
10.86 | Registration Rights Agreement, dated as January 14, 2013, by and among Hexion U.S. Finance Corp., Hexion Nova Scotia Finance, ULC, Momentive Specialty Chemicals Inc., the other guarantors party thereto and Credit Suisse Securities (USA) LLC | 8-K | 001-00071 | 4.2 | 1/18/2013 | |||||||||||||||
10.87 | Amendment to Third Amended and Restated Credit Agreement, dated as of January 14, 2013, among Momentive Specialty Chemicals Holdings LLC, Momentive Specialty Chemicals Inc., Momentive Specialty Chemicals Canada Inc., Momentive Specialty Chemicals B.V., Momentive Specialty Chemicals UK Limited, Borden Chemical UK Limited, the lenders party thereto from time to time, JPMorgan Chase Bank N.A., as administrative agent for the lenders and the other parties named therein. | 8-K | 001-00071 | 10.1 | 1/18/2013 | |||||||||||||||
10.88 | Fifth Joinder and Supplement to Intercreditor Agreement, dated January 14, 2013, by and among Wilmington Trust, National Association, as trustee, JPMorgan Chase Bank N.A., as intercreditor agent, Wilmington Trust, National Association, as trustee and collateral agent and as second-priority agent, Momentive Specialty Chemicals Holdings LLC, Momentive Specialty Chemicals Inc. and each subsidiary of Momentive Specialty Chemicals Inc. party thereto. | 8-K | 001-00071 | 10.2 | 1/18/2013 |
14
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
10.89 | Asset-Based Revolving Credit Agreement, dated as of March 28, 2013, by and among Momentive Specialty Chemicals Holdings LLC, Momentive Specialty Chemicals Inc., as U.S. borrower, Momentive Specialty Chemicals Canada Inc., as Canadian borrower, Momentive Specialty Chemicals B.V., as Dutch borrower, Momentive Specialty Chemicals UK Limited and Borden Chemical UK Limited, as U.K. borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, swingline lender and initial issuing bank. | 8-K | 001-00071 | 10.1 | 4/3/2013 | |||||||||||||||
10.90 | ABL Intercreditor Agreement, dated as of March 28, 2013, by and among JPMorgan Chase Bank, N.A., as the ABL facility collateral agent, Wilmington Trust, National Association, as applicable first-lien agent and first-lien collateral agent, Momentive Specialty Chemicals Inc. and subsidiaries of Momentive Specialty Chemicals Inc. party thereto. | 8-K | 001-00071 | 10.2 | 4/3/2013 | |||||||||||||||
10.91 | Collateral Agreement, dated as of March 28, 2013, by and among Momentive Specialty Chemicals Inc., subsidiaries of Momentive Specialty Chemicals Inc. party thereto and JPMorgan Chase Bank, N.A. as collateral agent. | 8-K | 001-00071 | 10.3 | 4/3/2013 | |||||||||||||||
10.92 | Collateral Agreement, dated as of March 28, 2013, by and among Momentive Specialty Chemicals Inc., subsidiaries of Momentive Specialty Chemicals Inc. party thereto and Wilmington Trust, National Association, as collateral agent. | 8-K | 001-00071 | 10.4 | 4/3/2013 | |||||||||||||||
10.93 | Third Joinder and Supplement to 1.5 Lien Intercreditor Agreement, dated as of March 28, 2013, by and among JPMorgan Chase Bank, N.A., as ABL credit agreement agent, former intercreditor agent and new intercreditor agent, Wilmington Trust, National Association, as 1.5 lien trustee, Wilmington Trust, National Association, as first lien trustee, Momentive Specialty Chemicals Holdings LLC, Momentive Specialty Chemicals Inc. and subsidiaries of Momentive Specialty Chemicals Inc. party thereto. | 8-K | 001-00071 | 10.5 | 4/3/2013 |
15
Incorporated by Reference | ||||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith |
||||||||||||||||
10.94 | Joinder and Supplement to Second Lien Intercreditor Agreement, dated as of March 28, 2013, among JPMorgan Chase Bank, N.A., as ABL credit agreement agent, former intercreditor agent and new intercreditor agent, Wilmington Trust Company, as second-lien trustee, Wilmington Trust, National Association, as 1.5 lien trustee, Wilmington Trust, National Association, as first lien trustee, Momentive Specialty Chemicals Holdings LLC, Momentive Specialty Chemicals Inc. and subsidiaries of Momentive Specialty Chemicals Inc. party thereto. | 8-K | 001-00071 | 10.6 | 4/3/2013 | |||||||||||||||||
10.95 | Amendment No. 1 to the Momentive Performance Materials Holdings LLC 2011 Equity Incentive Plan | 8-K | 001-00071 | 10.1 | 3/6/2013 | |||||||||||||||||
10.96 | Form of Restricted Deferred Unit Agreement of Momentive Performance Materials Holdings LLC | 8-K | 001-00071 | 10.2 | 3/6/2013 | |||||||||||||||||
10.97 | Form of Unit Option Agreement of Momentive Performance Materials Holdings LLC | 8-K | 001-00071 | 10.3 | 3/6/2013 | |||||||||||||||||
10.98 | Momentive Performance Materials Holdings LLC 2013 Incentive Compensation Plan | 10-K | 001-00071 | 10.91 | 4/1/2013 | |||||||||||||||||
10.99 | Momentive Performance Materials Holdings LLC 2012 Long-Term Cash Incentive Plan | 10-K | 001-00071 | 10.92 | 4/1/2013 | |||||||||||||||||
10.100 | Special recognition bonus letter to Dale Plante dated November 15, 2011 | 10-K | 001-00071 | 10.94 | 4/1/2013 | |||||||||||||||||
12.1 | Statement regarding Computation of Ratios | S-4 | 333-189575 | 12.1 | 6/25/2013 | |||||||||||||||||
18.1 | Letter from PricewaterhouseCoopers, dated February 28, 2011 regarding preferability of a change in accounting principle | 10-K | 001-00071 | 18.1 | 2/28/2011 | |||||||||||||||||
21.1 | List of Subsidiaries of Momentive Specialty Chemicals Inc. | 10-K | 001-00071 | 21.1 | 4/1/2013 | |||||||||||||||||
23.1 | Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm | X | ||||||||||||||||||||
23.2 | Consent of Paul, Weiss, Rifkind, Wharton and Garrison LLP (included in Exhibits 5.1 and 8.1 to this Registration Statement) | S-4 | 333-189575 | 5.1/8.1 | 6/25/2013 | |||||||||||||||||
23.3 | Consent of Connell Foley LLP (included in Exhibit 5.2 to this Registration Statement) | X | ||||||||||||||||||||
24.1 | Powers of Attorney of the Directors and Officers of the Registrants (included in signature pages) | S-4 | 333-189575 | 24.1 | 6/25/2013 |
16
Incorporated by Reference | ||||||||||||||||||||
Exhibit Number |
Exhibit Description |
Form | File Number | Exhibit | Filing Date | Filed Herewith | ||||||||||||||
25.1 | Form T-1 (Wilmington Trust, National Association) | S-4 | 333-189575 | 25.1 | 6/25/2013 | |||||||||||||||
99.1 | Form of Letter of Transmittal | S-4 | 333-189575 | 99.1 | 6/25/2013 | |||||||||||||||
99.2 | Form of Notice of Guaranteed Delivery | S-4 | 333-189575 | 99.2 | 6/25/2013 | |||||||||||||||
99.3 | Form of Letter to Brokers | S-4 | 333-189575 | 99.3 | 6/25/2013 | |||||||||||||||
99.4 | Form of Letter to Clients | S-4 | 333-189575 | 99.4 | 6/25/2013 | |||||||||||||||
101.INS* | XBRL Instance Document | S-4 | 333-189575 | 101.INS | 6/25/2013 | |||||||||||||||
101.SCH* | XBRL Schema Document | S-4 | 333-189575 | 101.SCH | 6/25/2013 | |||||||||||||||
101.CAL* | XBRL Calculation Linkbase Document | S-4 | 333-189575 | 101.CAL | 6/25/2013 | |||||||||||||||
101.LAB* | XBRL Label Linkbase Document | S-4 | 333-189575 | 101.LAB | 6/25/2013 | |||||||||||||||
101.PRE* | XBRL Presentation Linkbase Document | S-4 | 333-189575 | 101.PRE | 6/25/2013 | |||||||||||||||
101.DEF* | XBRL Definition Linkbase Document | S-4 | 333-189575 | 101.DEF | 6/25/2013 |
17
Exhibit 5.2
CONNELL FOLEY LLP
JOHN A. PINDAR (1969) GEORGE W. CONNELL (2005) ADRIAN M. FOLEY, JR. GEORGE J. KENNY* KENNETH F. KUNZMAN SAMUEL D. LORD (2012) RICHARD D. CATENACCI RICHARD J. BADOLATO* PETER D. MANAHAN JOHN B. MURRAY MARK L. FLEDER KEVIN J. COAKLEY THOMAS S. COSMA KATHLEEN S. MURPHY PATRICK J. MCAULEY KEVIN R. GARDNER ROBERT E. RYAN MICHAEL X. MCBRIDE* JEFFREY W. MORYAN* EDWARD S. WARDELL PETER J. SMITH* WILLIAM P. KRAUSS BRIAN G. STELLER PHILIP F. MCGOVERN, JR. KAREN PAINTER RANDALL LIZA M. WALSH JOHN P. LACEY* MICHAEL J. CROWLEY- TIMOTHY E. CORRISTON* PATRICK J. HUGHES*+ JAMES C. MCCANN* JOHN D. CROMIE |
ANGELA A. IUSO* WILLIAM T. MCGLOIN* BRENDAN JUDGE STEPHEN A. URBAN CHARLES J. HARRINGTON III+ STEPHEN V. FALANGA* TRICIA OREILLY* ANTHONY F. VITIELLO*+ MARC D. HAEFNER JONATHAN P. MCHENRY BRAD D. SHALIT* M. TREVOR LYONS* CRAIG S. DEMARESKI* W. NEVINS MCCANN* THOMAS J. OLEARY* MITCHELL W. TARASCHI MICHAEL A. SHADIACK OWEN C. MCCARTHY* PATRICIA A. LEE*+ AGNIESZKA ANTONIAN* MICHAEL MICELI CHRISTOPHER J. TUCCI+ NEIL V. MODY* STEVE BARNETT* THOMAS M. SCUDERI* JOSEPH M. MURPHY* NANCY A. SKIDMORE* CHRISTINE S. ORLANDO JENNIFER C. CRITCHLEY* PATRICK S. BRANNIGAN* CHRISTINE I. GANNON* ANDREW C. SAYLES* WILLIAM D. DEVEAU* |
ATTORNEYS AT LAW | COUNSEL |
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85 LIVINGSTON AVENUE ROSELAND, NJ 07068-3702 (973) 535-0500 FAX: (973) 535-9217 |
JOHN W. BISSELL EUGENE J. CODEY, JR. FRANCIS J. ORLANDO FRANCIS E. SCHILLER* EUGENE P. SQUEO* BRIAN P. MORRISSEY- NOEL D. HUMPHREYS* ANTHONY ROMANO II*
DOUGLAS J. SHORT* JAMES M. MERENDINO MICHELE T. TANTALLA* HECTOR D. RUIZ* PHILIP W. ALLOGRAMENTO III* STEPHEN D. KESSLER CHRISTOPHER ABATEMARCO* ANTHONY J. CORINO* INGRID E. DA COSTA MEGHAN BARRETT BURKE* RUKHSANAH L. SINGH* BRITTANY E. MIANO* STACIE L. POWERS* NICOLE B. DORY* MICHAEL BOJBASA- CHRISTOPHER M. HEMRICK* SUSAN KWIATKOWSKI* MELISSA D. LOPEZ ANDREW L. BARON* JASON D. FALK* MICHAEL J. SHORTT+ VICTORIA N. MANOUSHAGIAN* |
KARIN I. SPALDING* JODI ANNE HUDSON* RICHARD A. JAGEN JASON E. MARX* ALEXIS E. LAZZARA GAIL GOLDFARB THOMAS VECCHIO+ DANIEL B. KESSLER* ROBERT A. VERDIBELLO*
MEGHAN K. MUSSO* BRENDAN W. CARROLL* ELEONORE OFOSU-ANTWI* EDMUND J. CAULFIELD* SYDNEY J. DARLING* NEIL V. SHAH* STEPHEN R. TURANO* STEVEN A. KROLL* ROBERT M. DIPISA* MATTHEW A. BAKER+ MICHAEL J. CREEGAN* THOMAS M. BLEWITT, JR.+ BRIAN S. WOLFSON MARY F. HURLEY DANIELLE M. NOVAK+ KATELYN OREILLY JAMES E. FIGLIOZZI- MATTHEW D. FIELDING* MELISSA L. HIRSCH+ MARIEL L. BELANGER* NICHOLAS W. URCIUOLI KERRY C. DONOVAN GENEVIEVE L. HORVATH | ||||||||
OTHER OFFICES
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HARBORSIDE FINANCIAL CENTER 2 510 PLAZA FIVE JERSEY CITY, NJ 07311 (201) 521-1000 FAX: (201) 521-0100
1500 MARKET STREET 12TH FLOOR, EAST TOWER PHILADELPHIA, PA 19102 (215) 246-3403 FAX: (215) 665-5727
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888 SEVENTH AVENUE 9TH FLOOR NEW YORK, NY 10106 (212) 307-3700 FAX: (212) 262-0050
LIBERTY VIEW 457 HADDONFIELD ROAD, SUITE 230 CHERRY HILL, NJ 08002 (856) 317-7100 FAX: (856) 317-7117 |
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THE ATRIUM, SUITE E 309 MORRIS AVENUE SPRING LAKE, NJ 07762 (732) 449-1440 FAX: (732)449-0934
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*Also Admitted in New York +Also Admitted in Pennsylvania -Only Admitted in New York Please Reply to Roseland, NJ |
August 2, 2013
Hexion U.S. Finance Corp.
180 East Broad Street
Columbus, OH 43215
Re: | Registration of Securities of Hexion U.S. Finance Corp. |
Ladies and Gentlemen:
We have acted as special New Jersey counsel for Momentive Specialty Chemicals Inc., a New Jersey corporation (MSC). At your request, we have examined the Registration Statement on Form S-4 (the Registration Statement), of Hexion U.S. Finance Corp., a Delaware corporation, (Issuer), in connection with Issuers offer to exchange up to $1,100,000,000 original principal amount of 6.625% First-Priority Senior Secured Notes Due 2020 and the guarantees thereof, which have been registered under the
Hexion U.S. Finance Corp.
August 2, 2013
Page 2
Securities Act of 1933 (the Exchange Notes), for a like principal amount of the Issuers outstanding 6.625% First-Priority Senior Secured Notes Due 2020 and the guarantees thereof (the Old Notes). The Exchange Notes are to be guaranteed by MSC (the Guarantee by MSC) and certain of its subsidiaries. We have not acted as general counsel of MSC; accordingly, you understand that, as more particularly hereinafter described, no inference as to our knowledge of any fact relevant to the opinions set forth herein should be drawn from our representation of MSC in this particular matter. Except as otherwise indicated, capitalized terms used in this opinion and defined in the Indenture dated as of March 14, 2012, as supplemented by the First Supplemental Indenture dated as of January 31, 2013 (as supplemented, the Indenture), governing the Exchange Notes and Old Notes, have the meanings given in the Indenture.
In rendering this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Rights Agreement dated January 31, 2013 (the Registration Rights Agreement), the Indenture and such other documents, corporate and unlimited liability company records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In such examination, we have assumed, with your consent and without independent investigation, that: (a) each document submitted to us for review is authentic, accurate, and complete, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine; and (b) each certificate issued by a governmental official, office, or agency concerning an entitys status, including but not limited to certificates of corporate status, is accurate, complete, and authentic.
The opinions expressed herein are subject to, and may be limited or affected by, the following:
A. | (i) bankruptcy, insolvency, reorganization, moratorium, receivership and/or other laws relating to or affecting the rights of creditors generally; (ii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (whether considered in a proceeding in equity or an action at law); and (iii) public policy considerations. |
B. | The invalidity or unenforceability, under certain circumstances, under state or federal law or court decisions, of provisions indemnifying a party against liability for its own wrongful or negligent acts or where such indemnification is contrary to public policy. |
Notwithstanding anything contained herein which may be construed to the contrary, this opinion is based, as to matters of law, solely on the laws of the State of New Jersey. We express no opinion relating to: (a) the laws or regulations of any jurisdiction other than the State of New Jersey (including but not limited to the federal laws of the United States); (b) the creation, perfection, priority, or constructive notice of any security interest or lien; (c) the existence of any liens, charges, or encumbrances; (d) rights in or title to any property; (e) any insolvency or fraudulent transfer laws; (f) any securities or Blue Sky laws or regulations; (g) any tax laws or regulations; or (h) compliance with any fiduciary laws.
This opinion is rendered as of the date hereof, and we express no opinion as to any event, fact, circumstance, or development subsequent to the date of this opinion. We undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth in this opinion that may result from any change of law or fact that may arise after the date of this opinion. Our opinion is limited to the matters stated herein, and no opinion is to be implied or inferred beyond the matters stated herein.
Based upon and subject to the foregoing, we are of the opinion that:
1. | MSC has been duly incorporated and is validly existing in good standing under the laws of the State of New Jersey; |
August 2, 2013
Page 3
2. | The execution, delivery and performance of the Indenture have been duly authorized by all necessary corporate action on the part of MSC, and MSC has duly executed and delivered the Indenture; |
3. | The Guarantee by MSC with respect to the Exchange Notes has been duly authorized by MSC; |
4. | MSCs execution and delivery of, and performance of its obligations under, the Indenture, the Registration Rights Agreement and the Security Documents, and the issuance of the Guarantee by MSC do not and will not (a) violate the provisions of the charter or bylaws of MSC or (b) violate any applicable New Jersey statute, rule or regulation. |
This opinion is given as of the date hereof, is given for your benefit and the benefit of your stockholders, noteholders, your counsel, and of Paul, Weiss, Rifkind, Wharton & Garrison LLP. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading Legal Matters in the Prospectus constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations promulgated thereunder.
Respectfully submitted,
/s/ Connell Foley LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Amendment No. 2 to the Registration Statement on Form S-4 of Hexion U.S. Finance Corp. of our report dated April 1, 2013 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting of Momentive Specialty Chemicals Inc., and of our report dated April 1, 2013 relating to the financial statements of Momentive International Holdings Cooperatief U.A., both of which appear in such Registration Statement. We also consent to the reference to us under the heading Experts in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
August 2, 2013
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
August 2, 2013
VIA EDGAR AND FEDERAL EXPRESS
Pamela Long
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-3628
Re: |
Hexion U.S. Finance Corp. | |||
Amendment No. 1 to Registration Statement on Form S-4 | ||||
Filed July 19, 2013 | ||||
File No. 333-189575 |
Dear Ms. Long:
On behalf of Hexion U.S. Finance Corp., a Delaware corporation (the Issuer), this letter sets forth the Issuers responses to the comments of the staff (the Staff) of the Securities and Exchange Commission (the Commission) set forth in your letter dated August 1, 2013 (the Comment Letter), regarding the above-referenced Registration Statement on Form S-4 (the Registration Statement). The Issuer has revised the Registration Statement in response to the Staffs comments and is filing concurrently with this letter Amendment No. 2 to the Registration Statement (Amendment No. 2), which reflects these revisions and certain other updates.
For the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraph in the Comment Letter and is restated in italics prior to the response to such comment. Capitalized terms used and not defined have the meanings given in Amendment No. 1 to the Registration Statement.
General
1. | We note your response to comment one of our letter dated July 11, 2013. However, as indicated in Sections 6.5.23 and 6.5.24 of the EDGAR Filer Manual, EX-101.INS submissions can have any CIK so long as it, and the registrants name, match one of the CIK/CONFORMED-NAME pairs in that submission. As such, please ensure that future filings on EDGAR are made on behalf of the actual issuer. For further assistance with this matter, please contact Filer Technical Support at (202) 551-8900. |
Pamela Long, August 2, 2013Page 2
Response:
The Issuer acknowledges the Staffs comment and respectfully submits that it cannot change the identity of the primary filer in the EDGAR system for subsequent amendment filings once the registration number has been assigned. The Issuer will ensure that registration statements for future offerings are filed under the primary issuer.
Description of the Notes, page 150
Guarantees, page 166
2. | We note your response to comment two of our letter dated July 11, 2013, in which you state that a guarantor ceasing to be a subsidiary as a result of a foreclosure of any pledge or security interest in satisfaction of a parent debt is functionally the same as selling the stock of a subsidiary within the meaning of the Staffs guidance. It is unclear, however, how foreclosure of a security interest or pledge in favor of First Priority Lien Obligations, is different from the customary release provisions set forth in paragraphs (b) and (c) on page 160, and represent a separate event when the guarantee of a subsidiary guarantor is automatically released. Please advise. We may have additional comments following review of your response. |
Response:
The Issuer respectfully submits that the release of a subsidiary guarantee upon foreclosure is a customary release provision and functionally the same as selling the stock of a subsidiary within the meaning of the Staffs guidance. In the context of a secured bond transaction, it is typical to include language describing a release upon a foreclosure event (such as the language in paragraph (e) on page 167 of Amendment No. 1). This language is not intended to expand upon the list of customary release provisions referenced in the Staffs guidance, but rather it is included, for the benefit of investors, to describe one potentially relevant circumstance in which the guarantee could be released as a result of the sale or transfer of the subsidiarys assets. Paragraph (a) is intended to cover voluntary transfers in accordance with the indenture, and paragraph (e) is intended to cover involuntary transfers as a result of foreclosure. The Issuer submits that both clauses are customary and that both clauses fit within the customary release provisions referenced in the Staffs guidance because both relate to the functional sale of the subsidiarys assets.
In addition, the Issuer submits that the release of a subsidiary guarantee upon foreclosure differs from the customary provisions in paragraphs (b) and (c), which relate to other voluntary actions taken by the Issuer; however, as noted above, the foreclosure release provision does not expand upon the list of customary release provisions referenced in the Staffs guidance.
Pamela Long, August 2, 2013Page 3
Exhibit 5.2
3. | We note your revised disclosure in response to comment four of our letter dated July 11, 2013. Please have counsel further revise the first sentence of the last paragraph of its legal opinion to remove the word solely. |
Response:
New Jersey counsel has revised the first sentence of the last paragraph of its legal opinion to remove the word solely in response to the Staffs comment.
Exhibit 23.1
4. | Refer to comment three in our letter dated July 11, 2013. Please file updated auditors consent with your next amendment that refers to the registration statement on Form S-4 filed by Hexion U.S. Finance Corp. as the issuer, and not Momentive Specialty Chemicals Inc. |
Response:
The Issuer has included an auditors consent that relates to Amendment No. 2 that refers to the registration statement on Form S-4 filed by Hexion U.S. Finance Corp. as the issuer in response to the Staffs comment.
***
We appreciate the Staffs comments and request the Staff contact the undersigned at (212) 373-3124 or (212) 492-0124 (facsimile) with any questions or comments regarding this letter.
Sincerely, |
/s/ David S. Huntington, Esq. |
David S. Huntington, Esq. of PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP |
Enclosures
cc: | Douglas A. Johns, Esq., Momentive Specialty Chemicals Inc. |