Joinder Agreement to ABL Intercreditor Agreement



 Exhibit 10.5 

EXECUTION VERSION 

JOINDER AGREEMENT 

(Other First-Priority Lien Obligations) 

This JOINDER AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this
“Agreement”), dated as of April 15, 2015, is among WILMINGTON TRUST, NATIONAL ASSOCIATION (the “New Representative”), as an Other First-Priority Lien Obligations Representative, JPMORGAN CHASE
BANK, N.A., as ABL Facility Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Applicable First-Lien Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as First-Lien Collateral Agent, and HEXION INC. (formerly known as Momentive Specialty
Chemicals Inc.) (on behalf of itself and its Subsidiaries). 
 This Agreement is supplemental to that certain
ABL Intercreditor Agreement, dated as of March 28, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among the parties (other than
the New Representative) referred to above. This Agreement has been entered into to record the accession of the New Representative as Other First-Priority Lien Obligations Representative under the Intercreditor Agreement and to evidence the authority
granted by the New Representative to the Applicable First-Lien Agent and the First-Lien Collateral Agent to act on behalf of the New Representative under the Intercreditor Agreement. 

ARTICLE I 
 Definitions

 SECTION 1.01 Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Intercreditor Agreement.

 ARTICLE II 
 Accession

 SECTION 2.01 The New Representative agrees to become, with immediate effect, a party to and agrees to be bound by the terms of, the
Intercreditor Agreement as an Other First-Priority Lien Obligations Representative as if it had originally been party to the Intercreditor Agreement as an Other First-Priority Lien Obligations Representative. 

SECTION 2.02 The New Representative agrees that the Applicable First-Lien Agent and the First-Lien Collateral Agent shall have the authority
to act on behalf of the New Representative under the Intercreditor Agreement, and each of the Applicable First-Lien Agent and the First-Lien Collateral Agent accepts such authority. 







 SECTION 2.03 The New Representative confirms that its address details for notices pursuant to the
Intercreditor 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 

SECTION 2.04 Each party to this Agreement (other than the New Representative) confirms the acceptance of the New Representative as an Other
First-Priority Lien Obligations Representative for purposes of the Intercreditor Agreement. 
 SECTION 2.05 Wilmington Trust, National
Association is acting in its capacity as Other First-Priority Lien Obligations Representative solely for the Secured Parties under that certain Indenture, dated as of the date hereof, among the Company, as issuer, the guarantors party thereto from
time to time and Wilmington Trust, National Association, as trustee, as the same may be amended, restated, supplemented or otherwise modified from time to time. 

ARTICLE III 
 Miscellaneous

 SECTION 3.01 This Agreement and any claim, controversy or dispute arising under or related to such Agreement shall be governed by,
and construed in accordance with, the law of the State of New York. 
 SECTION 3.02 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 any other electronic means shall be as effective as
delivery of a manually signed counterpart of this Agreement. 
 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first above written. 
 [Remainder of this page
intentionally left blank; signatures follow.] 

  
 2 








 
			
	 WILMINGTON TRUST, NATIONAL

ASSOCIATION, as New Representative

		
	By:		 /s/ Jane Schweiger

			Name: Jane Schweiger
			Title:   Vice President


  

			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Applicable First-Lien Agent
		
	By:		 /s/ Jane Schweiger

			Name: Jane Schweiger
			Title:   Vice President


  

			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as First-Lien Collateral Agent
		
	By:		 /s/ Jane Schweiger

			Name: Jane Schweiger
			Title:   Vice President


 [Signature Page to the Joinder Agreement to the ABL Intercreditor Agreement] 







 
			
	 JPMORGAN CHASE BANK, N.A.,

as ABL Facility Collateral Agent

		
	By:		 /s/ Peter S. Predun

			Name: Peter S. Predun
			Title:   Executive Director


 [Signature Page to the Joinder Agreement to the ABL Intercreditor Agreement] 







 
			
	HEXION INC.
		
	By:		 /s/ Ellen G. Berndt

			Name: Ellen G. Berndt
			Title:   Vice President and Secretary


 [Signature Page to the Joinder Agreement to the ABL Intercreditor Agreement]