Second Joinder to ABL Intercreditor Agreement



 Exhibit 10.3 

Execution Version 
 SECOND
JOINDER AGREEMENT 
 (Other First-Priority Lien Obligations) 

This SECOND JOINDER AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this
“Agreement”), dated as of February 8, 2017, 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. (on behalf of itself and its Subsidiaries).

 This Agreement is supplemental to that certain ABL Intercreditor Agreement, dated as of March 28, 2013 (as supplemented on
April 15, 2015, and 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 after giving effect to the
Issuer’s Assumption (as defined in such Indenture), 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 








 
			
	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
Second Joinder Agreement to the ABL Intercreditor Agreement] 








 
			
	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
Second Joinder Agreement to the ABL Intercreditor Agreement] 








 
			
	HEXION INC.
		
	By:	 	 /s/ Mark D. Bidstrup

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



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