Fourth Joinder to Second Lien Intercreditor Agreement



 Exhibit 10.6 

Execution Version 
 FOURTH
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 and the Third 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 (x) 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, (y) 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, and (z) that certain Third Joinder and Supplement to Intercreditor Agreement, dated as of the date hereof (the “Third Joinder”), among Wilmington Trust, National Association, as trustee (the “New
First Lien Notes Trustee”) for the holders of the New First Lien Notes (as defined in the Third Joinder, the “New 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 Fourth
Joinder and Supplement to the Second Lien Intercreditor Agreement (this “Agreement”), dated as of February 8, 2017 (the “Effective Date”), by and among (i) Wilmington Trust, National Association, as
trustee (the “New 1.5 Lien Notes Trustee”) pursuant to that certain Indenture, dated as of the date hereof, among the Company, as issuer, the guarantors party thereto from time to time and the New 1.5 Lien Notes Trustee (as the same
may be amended, restated, supplemented or otherwise modified from time to time, the “New 1.5 Lien Indenture”), (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 First Lien Notes Trustee (as Senior-Priority Agent under the Second Lien
Intercreditor Agreement for the holders of the New First 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 1.5 Lien Notes Trustee as an additional Senior-Priority Agent under the Second Lien Intercreditor Agreement on behalf of the holders of the 13.75% senior secured notes due 2022 (the “New 1.5 Lien Notes”) issued under the
New 1.5 Lien 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 1.5 Lien Notes Trustee, as trustee for the holders of the New 1.5 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 New 1.5 Lien Notes, as if it had originally been party to the Second Lien
Intercreditor Agreement as Senior-Priority Agent for the holders of the New 1.5 Lien Notes. 
 B. The New 1.5 Lien 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 New 1.5 Lien Indenture, the New 1.5 Lien Notes, the Security Documents (as defined in the New 1.5 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 New 1.5 Lien Notes, the New 1.5 Lien Indenture and any other document or
agreement entered into pursuant thereto granted pursuant to the Security Documents have been designated by the 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 New 1.5 Lien Notes, the New 1.5 Lien 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 

  
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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 1.5 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 1.5 Lien Notes Trustee, acting for the benefit of the holders of the New
1.5 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 1.5 Lien Notes Trustee is acting in the capacity of Senior-Priority Agent solely with respect to the Senior Lender Claims owed to the New 1.5 Lien Notes
Trustee and the holders of the New 1.5 Lien Notes issued pursuant to the New 1.5 Lien Indenture. For the avoidance of doubt, the provisions of Article 7 of the New 1.5 Lien Indenture applicable to the New 1.5 Lien Notes Trustee thereunder shall also
apply to the New 1.5 Lien Notes Trustee acting under or in connection with the Second Lien Intercreditor Agreement. 
 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. 

  
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 [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
Fourth Joinder and Supplement to Second Lien Intercreditor Agreement] 








 
			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as New 1.5 Lien Notes Trustee, as Senior-Priority Agent for holders of the New 1.5 Lien Notes
		
	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, NATIONAL ASSOCIATION, as Senior-Priority Agent for holders of the New 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/ Jane Schweiger

	Name:	 	Jane Schweiger
	Title:	 	Vice President



  
 [Signature Page to
Fourth 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
	
	HEXION INVESTMENTS INC.
		
	By:	 	 /s/ Mark D. Bidstrup

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

	Name:	 	Mark D. Bidstrup
	Title:	 	Senior Vice President and Treasurer
	
	HEXION CI HOLDING COMPANY (CHINA) LLC
		
	By:	 	 /s/ Mark D. Bidstrup

	Name:	 	Mark D. Bidstrup
	Title:	 	Senior Vice President and Treasurer
	
	HSC CAPITAL CORPORATION
		
	By:	 	 /s/ Mark D. Bidstrup

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



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








 
			
	LAWTER INTERNATIONAL INC.
		
	By:	 	 /s/ Mark D. Bidstrup

	Name:	 	Mark D. Bidstrup
	Title:	 	Senior Vice President and Treasurer
	
	OILFIELD TECHNOLOGY GROUP, INC.
		
	By:	 	 /s/ Mark D. Bidstrup

	Name:	 	Mark D. Bidstrup
	Title:	 	Senior Vice President and Treasurer
	
	NL COOP HOLDINGS LLC
		
	By:	 	 /s/ Mark D. Bidstrup

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



  
 [Signature Page to
Fourth 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