EX-10.1



 Exhibit 10.1 

Execution Version 
 ADDITIONAL
SECURED PARTY CONSENT 
 May 12, 2017 
 Wilmington
Trust, National Association 
 50 South Sixth Street, Suite 1290 

Minneapolis, MN 55402 
 Attention: Hexion Administrator 

The undersigned is the Authorized Representative for persons wishing to become Secured Parties (the “New Secured Parties”)
under the Collateral Agreement, dated as of March 28, 2013 (as amended, supplemented or otherwise modified from time to time, the “Collateral Agreement”), among HEXION INC., a New Jersey corporation (the
“Company”), as issuer, each Subsidiary Party (as defined therein) party thereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, together with its successors and assigns in such capacity, the
“Collateral Agent”). Capitalized terms in this Additional Secured Party Consent but not otherwise defined herein have the meanings set forth in the Collateral Agreement. 

In consideration of the foregoing, the undersigned hereby: 

(i) represents that it has been duly authorized to act as the Authorized Representative for the New Secured Parties under that certain Second
Supplemental Indenture, dated as of the date hereof (the “Supplemental Indenture”), by and among Wilmington Trust, National Association, as trustee (the “Trustee”), the Company, as issuer and the guarantors party
thereto from time to time, which Supplemental Indenture amends and supplements that certain Indenture, dated as of February 8, 2017 (as supplemented by the Supplemental Indenture and as the same may be further amended, supplemented or otherwise
modified from time to time, the “New First Lien Indenture”), among the 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
Trustee (the obligations of the Issuer and the guarantors under the Supplemental Indenture, the “Additional Secured Obligations”) under each of the Collateral Agreement and the First Lien Intercreditor Agreement; 

(ii) acknowledges that it has received a copy of the Collateral Agreement and the First Lien Intercreditor Agreement; 

(iii) appoints and authorizes the Collateral Agent to take such action as agent on its behalf and on behalf of all other New Secured Parties
and to exercise such powers under the Collateral Agreement as are delegated to the Collateral Agent by the terms thereof, together with all such powers as are reasonably incidental thereto; and 

(iv) accepts and acknowledges the terms of the Collateral Agreement applicable to it and the New Secured Parties and agrees to serve as
Authorized Representative for the New Secured Parties with respect to the Additional Secured Obligations and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms of the Collateral Agreement applicable to holders
of Other First Priority Obligations, with all the rights and obligations of a Secured Party thereunder and bound by all the provisions thereof as fully as if it had been a Secured Party on the effective date of the Collateral Agreement. 







 The Collateral Agent, by acknowledging and agreeing to this Additional Secured Party Consent,
accepts the appointment set forth in clause (iii) above. 
 The name and address of the Authorized Representative for purposes of
Section 6.01 of the Collateral Agreement are 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 

THIS ADDITIONAL SECURED PARTY CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK. 
 [Remainder of page intentionally left blank; signature pages
follow.] 







 IN WITNESS WHEREOF, the undersigned has caused this Additional Secured Party
Consent to be duly executed by its authorized officer as of the date set forth above. 
  

					
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Authorized Representative for the New Secured Parties
		
	By:	 	 /s/ Jane Schweiger

		 	Name:	 	Jane Schweiger
		 	Title:	 	Vice President


 Acknowledged and Agreed: 
  

					
	 WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Collateral Agent

		
	By:	 	 /s/ Jane Schweiger

		 	Name:	 	Jane Schweiger
		 	Title:	 	Vice President
	
	 WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Authorized Representative for the Notes Obligations

		
	By:	 	 /s/ Jane Schweiger

		 	Name:	 	Jane Schweiger
		 	Title:	 	Vice President

 [Signature Page to Additional Secured Party Consent] 








					
	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	as Authorized Representative for the Initial Other First Priority Obligations
		
	By:	 	 /s/ Jane Schweiger

		 	Name:	 	Jane Schweiger
		 	Title:	 	Vice President

 [Signature Page to Additional Secured Party Consent] 







 
			
	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 Additional Secured Party Consent]