EX-10.2



 Exhibit 10.2 

Execution Version 
 FIFTH JOINDER
AND SUPPLEMENT 
 to 

INTERCREDITOR AGREEMENT 

Reference is made to (i) that certain Amended and Restated Intercreditor Agreement, dated as of January 31, 2013 (as supplemented by
the First Joinder, the Second Joinder, the Third Joinder and the Fourth Joinder referred to below, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor
Agreement”), among Wilmington Trust Company, as Trustee and as Collateral Agent (the “Second Lien Trustee”) (as Second-Priority Agent under the Second Lien Intercreditor Agreement for the holders of the Notes), Wilmington
Trust, National Association (as successor by merger to Wilmington Trust FSB), as trustee for the holders of the notes (the “1.5 Lien Notes”) issued under the 1.5 Lien Indenture (the “1.5 Lien Trustee”) (as
Senior-Priority Agent under the Second Lien Intercreditor Agreement for the holders of the 1.5 Lien Notes), Wilmington Trust, National Association, as trustee (the “6.625% First Lien Notes Trustee”) for the holders of the notes (the
“6.625% First Lien Notes”) issued under the First Lien Indenture, and as Senior-Priority Agent under the Second Lien Intercreditor Agreement for the holders of the 6.625% First Lien Notes, Hexion LLC (“Holdings”),
Hexion Inc. (the “Company”), and each subsidiary of the Company party thereto, as such intercreditor agreement was supplemented pursuant to (w) that certain Joinder and Supplement to Intercreditor Agreement, dated as of
March 28, 2013 (the “First Joinder”), among JPMorgan Chase Bank, N.A. (the “ABL Credit Agreement Agent”), as Senior-Priority Agent for the ABL Secured Parties (as defined in the First Joinder), JPMorgan Chase
Bank, N.A., as intercreditor agent (the “Intercreditor Agent”), and the other parties thereto, (x) that certain Second Joinder and Supplement to Intercreditor Agreement, dated as of April 15, 2015 (the “Second
Joinder”), among Wilmington Trust, National Association, as trustee (the “10.00% First Lien Notes Trustee”) for the holders of the New First Lien Notes (as defined in the Second Joinder) (the “10.00% First Lien
Notes”), and the other parties thereto, (y) that certain Third Joinder and Supplement to Intercreditor Agreement, dated as of February 8, 2017 (the “Third Joinder”), among Wilmington Trust, National Association,
as trustee for holders of the New First Lien Notes (as defined in the Third Joinder) (the “New First Lien Notes”), and the other parties thereto and (z) that certain Fourth Joinder and Supplement to Intercreditor Agreement,
dated as of February 8, 2017 (the “Fourth Joinder”), by and among Wilmington Trust, National Association as trustee (the “New 1.5 Lien Notes Trustee”) for the holders of the New 1.5 Lien Notes (as defined in
the Fourth Joinder) (the “New 1.5 First Lien Notes”), and the other parties thereto; and (ii) the Second Secured Notes Indenture. Capitalized terms used but not defined herein shall have the meanings assigned in the Second Lien
Intercreditor Agreement. 
 This Fifth Joinder and Supplement to the Second Lien Intercreditor Agreement (this
“Agreement”), dated as of May 12, 2017 (the “Effective Date”), by and among (i) Wilmington Trust, National Association, as Senior-Priority Agent under the Second Lien Intercreditor Agreement for the
holders of the New First Lien Notes and the Additional First Lien Notes (as defined below) and as trustee (the “New First Lien Notes Trustee”) pursuant to that certain Second Supplemental Indenture, dated as of the date hereof (the
“Supplemental Indenture”), by and among the Company, as issuer, the 







 
guarantors party thereto from time to time and the New First Lien Notes Trustee, issued under, and amending and supplementing, the Indenture, dated as of February 8, 2017 (such Indenture, as
supplemented by the Supplemental Indenture and as further amended, restated, supplemented or otherwise modified from time to time, the “New First Lien Indenture”), by and among the Company, as issuer after giving effect to the
Issuer’s Assumption (as defined in the New First Lien Indenture), the guarantors party thereto from time to time and the New First Lien Notes Trustee, (ii) the Intercreditor Agent, (iii) the ABL Credit Agreement Agent (as
Senior-Priority Agent under the Second Lien Intercreditor Agreement for the ABL Secured Parties), (iv) the Second Lien Trustee (as Second-Priority Agent under the Second Lien Intercreditor Agreement for the holders of the Notes), (v) the 6.625%
First Lien Notes Trustee (as Senior-Priority Agent under the Second Lien Intercreditor Agreement for the holders of the 6.625% First Lien Notes), (vi) the 10.00% First Lien Notes Trustee (as Senior-Priority Agent under the Second Lien Intercreditor
Agreement for the holders of the 10.00% First Lien Notes), (vii) the New 1.5 Lien Notes Trustee (as Senior-Priority Agent under the Second Lien Intercreditor Agreement for the holders of the New 1.5 Lien Notes), (viii) Holdings, (ix) the
Company and (x) each Subsidiary of the Company listed on Schedule I hereto, has been entered into (A) to record the accession of the New First Lien Notes Trustee as an additional Senior-Priority Agent under the Second Lien
Intercreditor Agreement on behalf of the holders of the 10.375% first-priority senior secured notes due 2022 (the “Additional First Lien Notes”) issued under the Supplemental Indenture, (B) with respect to the Liens securing
certain Obligations as set forth below, to confirm and evidence that such Liens shall, for purposes of the Second Lien Intercreditor Agreement, be equal and ratable with all Liens on the Common Collateral securing any other Senior Lender Claims and
(C) for certain related purposes. 
 The parties to this Agreement hereby agree as follows: 

A. The New First Lien Notes Trustee, as trustee for the holders of the Additional First Lien Notes, agrees to become, with immediate effect, a
party to and agrees to be bound by the terms of the Second Lien Intercreditor Agreement as Senior-Priority Agent for the holders of the Additional First Lien Notes, as if it had originally been party to the Second Lien Intercreditor Agreement as
Senior-Priority Agent for the holders of the Additional First Lien Notes. 
 B. The Supplemental Indenture has been designated by the
Company as being included in the definition of “Credit Agreement” set forth in the Second Secured Notes Indenture. The Supplemental Indenture, the Additional First Lien Notes, the Security Documents (as defined in the New First Lien
Indenture) (the “Security Documents”) and any related document or instrument executed and delivered pursuant to any of the foregoing shall constitute “Senior Credit Documents” as defined in the Second Secured Notes
Indenture. 
 C. The Liens securing the Obligations under the Additional First Lien Notes, the Supplemental Indenture and any other document
or agreement entered into pursuant thereto granted pursuant to the Security Documents have been designated by the 

  
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Company as having been incurred pursuant to clause (8) of the definition of “Permitted Liens” set forth in the Second Secured Notes Indenture. The Obligations under the Additional
First Lien Notes, the Supplemental Indenture and any other document or agreement entered into pursuant thereto constitute First-Lien Indebtedness (which First-Lien Indebtedness, for the avoidance of doubt, also constitutes Future First-Lien
Indebtedness) and Senior Lender Claims. 
 D. The Liens on the Common Collateral securing such Senior Lender Claims shall have priority over
and be senior in all respects to all Liens on the Common Collateral securing any Second-Priority Claims on the terms set forth in the Second Lien Intercreditor Agreement and, subject to the terms of any other applicable intercreditor agreement then
in effect, shall be equal and ratable with all Liens on the Common Collateral securing any other Senior Lender Claims. 
 E. So long as the
Discharge of Senior Lender Claims has not occurred and subject to the terms of any other applicable intercreditor agreement then in effect, the Common Collateral or proceeds thereof received in connection with the sale or other disposition of, or
collection on, the Common Collateral upon the exercise of remedies shall be applied by the Intercreditor Agent ratably to the Senior Lender Claims and, with respect to each class of Senior Lender Claims, in such order as is specified in the relevant
Senior Lender Documents until the Discharge of Senior Lender Claims has occurred. 
 F. The New First Lien Notes Trustee confirms that its
address for notices pursuant to the Second Lien Intercreditor Agreement is as follows: 
 Wilmington Trust, National Association 

Global Capital Markets 
 50 South
Sixth Street 
 Suite 1290 

Minneapolis, Minnesota 55402 

Telephone: 612-217-5632 

Facsimile: 612-217-5651 

Attention: Hexion Administrator 

G. Each party to this Agreement confirms the acceptance of the New First Lien Notes Trustee, acting for the benefit of the holders of the
Additional First Lien Notes, as a Senior-Priority Agent for purposes of the Second Lien Intercreditor Agreement. 
 H. Except as expressly
provided herein, in the Second Lien Intercreditor Agreement or in any Senior Lender Documents, the New First Lien Notes Trustee is acting in the capacity of Senior-Priority Agent solely with respect to the Senior Lender Claims owed to the New First
Lien Notes Trustee and the holders of the Additional First Lien Notes issued pursuant to the Supplemental Indenture. For the avoidance of doubt, the provisions of Article 7 of the New First Lien Indenture applicable to the New First Lien Notes
Trustee thereunder shall also apply to the New First Lien Notes Trustee acting under or in connection with the Second Lien Intercreditor Agreement. 

  
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 I. This Agreement and any claim, controversy or dispute arising under or related to such
Agreement shall be construed in accordance with and governed by the laws of the State of New York. 
 J. This Agreement may be executed in
counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other electronic transmission
shall be as effective as delivery of a manually signed counterpart of this Agreement. 
 [SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

  

					
	 JPMORGAN CHASE BANK, N.A.,

as Intercreditor Agent

		
	By:	 	 /s/ Peter S. Predun

		 	Name:	 	Peter S. Predun
		 	Title:	 	Executive Director
	
	 JPMORGAN CHASE BANK, N.A.,

as Senior-Priority Agent for the ABL Secured Parties

		
	By:	 	 /s/ Peter S. Predun

		 	Name:	 	Peter S. Predun
		 	Title:	 	Executive Director


 [Signature Page to Fifth Joinder and Supplement to Second Lien Intercreditor Agreement] 







 
					
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as New First Lien Notes Trustee, as Senior-Priority Agent for holders of the notes (including the Additional First Lien Notes) issued under the New First Lien
Indenture
		
	By:	 	 /s/ Jane Schweiger

		 	Name:	 	Jane Schweiger
		 	Title:	 	Vice President
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Senior-Priority Agent for holders of the 6.625% First Lien Notes
		
	By:	 	 /s/ Jane Schweiger

		 	Name:	 	Jane Schweiger
		 	Title:	 	Vice President
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Senior-Priority Agent for holders of the 10.00% First Lien Notes
		
	By:	 	 /s/ Jane Schweiger

		 	Name:	 	Jane Schweiger
		 	Title:	 	Vice President
	
	 WILMINGTON TRUST COMPANY,
 as
Second Lien Trustee, as Second-Priority Agent for holders of the Notes

		
	By:	 	 /s/ Michael H. Wass

		 	Name:	 	Michael H. Wass
		 	Title:	 	Vice President
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as New 1.5 Lien Trustee, as Senior-Priority Agent for holders of the New 1.5 Lien Notes
		
	By:	 	 /s/ Jane Schweiger

		 	Name:	 	Jane Schweiger
		 	Title:	 	Vice President


 [Signature Page to Fifth Joinder and Supplement to Second Lien Intercreditor Agreement] 







 
			
	HEXION LLC
		
	By: 	 	 /s/ Mark D. Bidstrup

	Name:	 	Mark D. Bidstrup
	Title:	 	Senior Vice President and Treasurer
	
	HEXION INC.
		
	By: 	 	 /s/ Mark D. Bidstrup

	Name:	 	Mark D. Bidstrup
	Title:	 	Senior Vice President and Treasurer
	
	Guarantors:
	
	HSC CAPITAL CORPORATION
	LAWTER INTERNATIONAL INC.
	OILFIELD TECHNOLOGY GROUP, INC.
	HEXION INTERNATIONAL INC.
	HEXION INVESTMENTS INC.
	NL COOP HOLDINGS LLC
		
	By: 	 	 /s/ Mark D. Bidstrup

	Name:	 	Mark D. Bidstrup
	Title:	 	Senior Vice President and Treasurer
	
	HEXION CI HOLDING COMPANY (CHINA) LLC,
	
	By: Lawter International Inc., as sole managing member
		
	By: 	 	 /s/ Mark D. Bidstrup

	Name:	 	Mark D. Bidstrup
	Title:	 	Senior Vice President and Treasurer


 [Signature Page to Fifth Joinder and Supplement to Second Lien Intercreditor Agreement] 







 SCHEDULE I 

Subsidiary Parties 
 Hexion
Investments Inc. 
 Hexion International Inc. 
 Hexion CI
Holding Company (China) LLC 
 HSC Capital Corporation 
 Lawter
International Inc. 
 Oilfield Technology Group, Inc. 
 NL COOP
Holdings LLC