RESTRUCTURING SUPPORT AGREEMENT
This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this RSA and, together with the Term Sheet (as defined below), this Agreement), dated as of April 1, 2019, is entered into by and among the following parties:
(i) Hexion Holdings LLC (Hexion), Hexion LLC, Hexion Inc., Lawter International Inc., Hexion CI Holding Company (China) LLC, Hexion Nimbus Inc., Hexion Nimbus Asset Holdings LLC, Hexion Deer Park LLC, Hexion VAD LLC, Hexion 2 U.S. Finance Corp., Hexion HSM Holdings LLC, Hexion Investments Inc., Hexion International Inc., North American Sugar Industries Incorporated, Cuban-American Mercantile Corporation, The West India Company, NL Coop Holdings LLC, and Hexion Nova Scotia Finance, ULC (each, together with Hexion, a Company Entity, and collectively, and together with Hexion, the Company);
(ii) the undersigned beneficial holders, or investment managers, advisors, or subadvisors to beneficial holders (together with their respective successors and permitted assigns, the Consenting Creditors), of those certain: (a) 6.625% first lien notes due 2020 issued by Hexion Inc. (the 6.625% Notes); (b) 10.00% first lien notes due 2020 issued by Hexion Inc. (the 10% Notes); (c) 10.375% first lien notes due 2022 issued by Hexion Inc. (the 10.375% Notes and, collectively with the 6.625% Notes and 10% Notes, the 1L Notes); (d) 13.750% 1.5 lien notes due 2022 issued by Hexion Inc. (the 1.5L Notes), (e) 9.00% second lien notes due 2020 issued by Hexion Inc. (the 2L Notes), (f) 9.20% Debentures due 2021 and/or 7.875% Debentures due 2023 issued by Borden, Inc. (the Unsecured Notes); and
(iii) AIF Hexion Holdings, LP, AP Momentive Holdings, LLC, Apollo Investment Fund VI, L.P., and AIF Hexion Holdings II, L.P., each in its capacity as holder of outstanding common equity of Hexion (collectively the Consenting Sponsors, and collectively with the Consenting Creditors, the Consenting Parties).
Each of the Company Entities and the Consenting Parties are referred to as the Parties and individually as a Party.
WHEREAS, the Parties have in good faith and at arms length negotiated and agreed to the terms of a pre-arranged chapter 11 plan of reorganization as set forth on the term sheet attached hereto as Exhibit A (the Term Sheet and, the chapter 11 plan based thereon, together with all exhibits, annexes, and schedules thereto, as each may be amended, restated, amended and restated, supplemented, or otherwise modified in accordance with its terms and this Agreement, the Plan) intended to be consummated through voluntary reorganization cases (the Chapter 11 Cases) under chapter 11 of title 11 of the Bankruptcy Code (defined below) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court) on the terms set forth in this Agreement;
WHEREAS, as of the date hereof, the Consenting Creditors hold, in the aggregate, more than 50.1 percent of the aggregate outstanding principal amount of each of the 1L Notes, 1.5L Notes, 2L Notes, and Unsecured Notes;