Second Incremental Facility and Amendment with exhibits and schedules



 Exhibit 10.3 
 SECOND INCREMENTAL FACILITY AMENDMENT (this “Amendment”) dated as of August 7, 2007, among HEXION LLC, a Delaware
limited liability company (“Holdings”), HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation (the “U.S. Borrower”), HEXION SPECIALTY CHEMICALS CANADA, INC., a Canadian corporation (the “Canadian
Borrower”), HEXION SPECIALTY CHEMICALS B.V., a company organized under the laws of The Netherlands (the “Dutch Borrower”), HEXION SPECIALTY CHEMICALS UK LIMITED, a corporation organized under the laws of England and Wales,
and BORDEN CHEMICAL UK LIMITED, a corporation organized under the laws of England and Wales (together, the “U.K. Borrowers” and, together with the U.S. Borrower, the Canadian Borrower and the Dutch Borrower, the
“Borrowers”), the LENDERS (as defined below) party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) under the Second Amended and Restated Credit Agreement
referred to below, to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 3, 2006, among Holdings, the Borrowers, the Lenders party thereto from time to time and the agents, arrangers and bookrunners party thereto, as in
effect immediately prior to this Amendment (the “Credit Agreement”). 
 A. Pursuant to the Credit Agreement, the Lenders and
the Issuing Banks (such terms and each other capitalized term used but not defined herein having the meaning assigned to such term in the Credit Agreement (as amended hereby)) have extended credit to the Borrowers, and have agreed to extend credit
to the Borrowers, in each case pursuant to the terms and subject to the conditions set forth therein. 
 B. Pursuant to Section 2.21 of
the Credit Agreement, the Borrowers have requested that the Incremental Lenders (as defined below) provide Incremental Term Loans in the form of Other Term Loans in an aggregate principal amount of $100,000,000 in U.S. Dollars. 
 C. The Incremental Lenders are willing to provide such Incremental Term Loans to the Dutch Borrower pursuant to the terms and subject to the conditions
set forth herein. 
 D. With respect to such Incremental Term Loans Credit Suisse Securities (USA) LLC and Deutsche Bank Securities, Inc.
will act as joint lead arrangers and joint bookrunners (together, in such capacities, the “Incremental Arrangers”). 
 Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties
hereto hereby agree as follows: 







 SECTION 1. Defined Terms. As used in this Amendment, the following terms have the meanings
specified below: 
 “Amendment Transactions” shall mean the execution and delivery of this Amendment and the Reaffirmation
Agreement (as defined in Section 10(h) hereof) by each Person party hereto or thereto, the satisfaction of the conditions to the effectiveness hereof and thereof and the consummation of the transactions contemplated hereby and thereby.

 “Fee Letter” shall mean the Fee Letter dated July 12, 2007, by and among the U.S. Borrower, the Incremental
Arrangers and the other parties party thereto. 
 “Incremental Lenders” shall mean the persons listed on Schedule 1
hereto (other than any such person that has ceased to be a party hereto pursuant to an Assignment and Acceptance in accordance with Section 9.04 of the Credit Agreement), as well as any person that becomes an “Incremental Lender”
hereunder pursuant to Section 9.04 of the Credit Agreement. 
 “Second Incremental Effective Date” shall mean the date
on which all the conditions set forth or referred to in Section 10 hereof shall have been satisfied (or waived by each of the Incremental Lenders). 
 “Tranche C-7 Term Loan Commitment” shall mean, with respect to each Incremental Lender, the commitment of such Incremental Lender to make a Tranche C-7 Term Loan hereunder on the Second Incremental
Effective Date, expressed as an amount representing the maximum principal amount of the Tranche C-7 Term Loan to be made by such Incremental Lender hereunder, as set forth on Schedule 1 hereto or in the Assignment and Acceptance Agreement
pursuant to which such Incremental Lender shall have assumed its Incremental Term Loan Commitment, as applicable. The aggregate amount of the Incremental Tranche C-7 Term Loan Commitments of all Incremental Lenders as of the date of this Amendment
is $100,000,000. 
 “Tranche C-7 Term Loans” shall mean the loans made pursuant to Section 2 of this Amendment.

 SECTION 2. Commitment. Subject to the terms and conditions set forth herein, each Incremental Lender agrees to make Tranche C-7
Term Loans to the Dutch Borrower in U.S. Dollars from its Euro Lending Office on the Second Incremental Effective Date in a principal amount not to exceed such Incremental Lender’s Tranche C-7 Term Loan Commitment. The funding of the Tranche
C-7 Term Loans on the Second Incremental Effective Date shall be consummated at a closing to be held at the offices of O’Melveny & Myers LLP, or at such other place as the Borrowers and the Administrative Agent shall agree upon. Unless
previously terminated, the Tranche C-7 Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Second Incremental Effective Date. 
 SECTION 3. Amendments to Section 1.01. (a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order: 
 “Second Incremental Amendment” shall mean the Second Incremental Facility Amendment, dated as of August 7, 2007, among Holdings, the
Borrowers, the Incremental Lenders party thereto and the Administrative Agent. 
  

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 “Second Incremental Effective Date” shall have the meaning set forth in Section 1
of the Second Incremental Amendment. 
 “Tranche C-7 Lender” shall mean a Lender with a Tranche C-7 Term Loan Commitment or
an outstanding Tranche C-7 Term Loan. 
 “Tranche C-7 Term Loan Commitment” shall have the meaning set forth in
Section 1 of the Second Incremental Amendment. 
 “Tranche C-7 Term Loans” shall have the meaning set forth in
Section 1 of the Second Incremental Amendment. 
 (b) The definition of the term “Class” in Section 1.01 of the Credit
Agreement is hereby amended by inserting the text “Tranche C-7 Term Loans,” immediately following the occurrence of the text “Tranche C-6 Term Loans,” set forth therein and is hereby further amended by inserting the text
“Tranche C-7 Term Loan Commitment,” immediately following the occurrence of the text “Tranche C-6 Term Loan Commitment,” set forth therein. 
 (c) The definition of the term “Commitments” in Section 1.01 of the Credit Agreement is hereby amended by inserting the text “Tranche C-7 Term Loan Commitment,” immediately following the
occurrence of the text “Tranche C-6 Term Loan Commitment,” set forth therein. 
 (d) The definition of the term “Dutch Term
Loan Obligations” in Section 1.01 of the Credit Agreement is hereby amended by deleting the text “and” immediately preceding the text “the Tranche C-6 Term Loans” set forth therein and replacing it with the symbol
“, “ and is further amended by inserting the text “and the Tranche C-7 Term Loans” immediately following each occurrence of the text “the Tranche C-6 Term Loans” set forth therein. 
 (e) The definition of the term “Euro Lending Office” in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and
replaced by the following text: 
 “Euro Lending Office” shall mean, as to any European Tranche Lender, Tranche C-2
Lender, Tranche C-6 Lender or Tranche C-7 Lender, the applicable branch, office or Affiliate of such European Tranche Lender, Tranche C-2 Lender, Tranche C-6 Lender or Tranche C-7 Lender designated (i) by such European Tranche Lender to make
Loans to the Dutch Borrower and the U.K. Borrowers or (ii) by such Tranche C-2 Lender, Tranche C-6 Lender or Tranche C-7 Lender to make Loans to the Dutch Borrower. 
 (f) The definition of the term “Incremental Term Loans” in Section 1.01 of the Credit Agreement is hereby amended by deleting the text
“or” immediately preceding the text “Tranche C-6 Term Loans” set forth therein and replacing it with the symbol “, “ and is further amended by inserting the text “or Tranche C-7 Term Loans” immediately
following the occurrence of the text “Tranche C-6 Term Loans” set forth therein. 
  

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 (g) The definition of the term “Loan Documents” in Section 1.01 of the Credit Agreement is
hereby amended by inserting the text “the Second Incremental Amendment,” immediately following the occurrence of the text “the Incremental and First Amendment,” set forth therein. 
 (h) The definition of the term “Term Loans” in Section 1.01 of the Credit Agreement is hereby amended by inserting the text “,
Tranche C-7 Term Loans” immediately following the occurrence of the text “Tranche C-6 Term Loans” set forth therein. 
 (i)
The definition of the term “Tranche” in Section 1.01 of the Credit Agreement is hereby amended by deleting the text “and” immediately preceding the text “(i) the Tranche C-6 Term Loan Commitments and the Tranche
C-6 Term Loans” set forth therein and replacing it with the symbol “, “ and is hereby further amended by inserting the text “ (j) the Tranche C-7 Term Loan Commitments and the Tranche C-7 Term Loans” immediately
following the text “(i) the Tranche C-6 Term Loan Commitments and the Tranche C-6 Term Loans” set forth therein. 
 SECTION 4.
Amendment to Section 2.02. Section 2.02(c) of the Credit Agreement is hereby amended by inserting the text “, the Tranche C-7 Term Loans” immediately following the occurrence of the text “the Tranche C-6 Term
Loans” set forth therein. 
 SECTION 5. Amendment to Section 2.11. (a) Section 2.11(a)(i) of the Credit Agreement
is hereby deleted in its entirety and replaced by the following text and table: 
 “(i) Subject to the other paragraphs of this Section,
the U.S. Borrower shall repay Tranche C-1 Term Borrowings and Tranche C-4 Term Borrowings and the Dutch Borrower shall repay Tranche C-2 Term Borrowings, Tranche C-5 Term Borrowings, Tranche C-6 Term Borrowings and Tranche C-7 Term
Borrowings on each date set forth below (each such date being referred to as a “Term Loan Installment Date”) (u) in the case of Tranche C-1 Term Borrowings, in the aggregate principal amount equal to the product of (A) the
percentage set forth below opposite such Term Loan Installment Date and (B) the aggregate principal amount of the Tranche C-1 Term Loans made on or prior to June 15, 2006, (v), in the case of Tranche C-2 Term Borrowings, in the aggregate
principal amount equal to the product of (A) the percentage set forth below opposite such Term Loan Installment Date and (B) the aggregate principal amount of the Tranche C-2 Term Loans made on the May 2006 Amendment Effective Date,
(w) in the case of Tranche C-4 Term Borrowings, in the aggregate principal amount equal to the product of (A) the percentage set forth below opposite such Term Loan Installment Date and (B) the sum of (I) the aggregate principal
amount of the Tranche C-4 Initial Term Loans made on the Amendment Effective Date and (II) the aggregate principal amount of Tranche C-4 Delayed Draw Term Loans made on or prior to the earlier of the Delayed Draw Expiration Date and such Term Loan
Installment Date, (x) in the case of Tranche C-5 Term Borrowings, in the aggregate principal amount equal to the product of (A) the percentage set forth below opposite such Term Loan Installment Date and (B) the aggregate principal
amount of the Tranche C-5 Term Loans made on the Incremental Effective Date, (y) in the case of Tranche C-6 Term Borrowings, in the aggregate principal amount equal to the product of (A) the percentage set forth below opposite such Term
Loan Installment Date and (B) the aggregate principal amount of the Tranche C-6 Term Loans made on the Incremental Effective Date and (z) in the case of 

  

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Tranche C-7 Term Borrowings, in the aggregate principal amount equal to the product of (A) the percentage set forth below opposite such Term Loan
Installment Date and (B) the aggregate principal amount of the Tranche C-7 Term Loans made on the Second Incremental Effective Date: 
  

																			
	 Date
	  	Amount of
Tranche C-1
Term
Borrowings to
Be Repaid	 	 	Amount of
Tranche C-2
Term
Borrowings to
Be Repaid	 	 	Amount of
Tranche C-4
Term
Borrowings to
Be Repaid	 	 	Amount of
Tranche C-5
Term
Borrowings to
Be Repaid	 	 	Amount of
Tranche C-6
Term
Borrowings to
Be Repaid	 	 	Amount of
Tranche C-7
Term
Borrowings to
Be Repaid	 
	 September 30, 2006
	  	0.25	% 	 	0.25	% 	 			 	—  	  	 	—  	  	 	—  	  
	 December 31, 2006
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	—  	  	 	—  	  	 	—  	  
	 March 31, 2007
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	—  	  	 	—  	  	 	—  	  
	 June 30, 2007
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	—  	  	 	—  	  	 	—  	  
	 September 30, 2007
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 December 31, 2007
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 March 31, 2008
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 June 30, 2008
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 September 30, 2008
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 December 31, 2008
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 March 31, 2009
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 June 30, 2009
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 September 30, 2009
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 December 31, 2009
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 March 31, 2010
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 June 30, 2010
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 September 30, 2010
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 December 31, 2010
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 March 31, 2011
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 June 30, 2011
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 September 30, 2011
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 December 31, 2011
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 March 31, 2012
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 June 30, 2012
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 September 30, 2012
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 December 31, 2012
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 March 31, 2013
	  	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 	 	0.25	% 
	 Term Facility Maturity Date
	  	93.25	% 	 	93.25	% 	 	93.50	% 	 	94.25	% 	 	94.25	% 	 	94.25	% 

 To the extent not previously paid, outstanding Term Loans shall be due and payable on the Term
Facility Maturity Date.” 
 (b) Section 2.11(d) of the Credit Agreement is hereby amended by inserting the text “, Tranche C-7
Term Borrowings” immediately following the occurrence of the text “Tranche C-6 Term Borrowings” set forth therein. 
 SECTION
6. Amendment to Section 2.21. 
 (a) Section 2.21(a) of the Credit Agreement is hereby amended by: 
 (i) inserting the text “, Tranche C-7 Term Loan Commitments” immediately following the occurrence of the text “Tranche C-6
Term Loan Commitments” set forth therein, 
  

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 (ii) deleting the text “and” immediately preceding the text “the Tranche
C-6 Term Loans” set forth therein and replacing it with the symbol “, “ and 
 (iii) inserting the text
“and the Tranche C-7 Term Loans” immediately following text “the Tranche C-6 Term Loans” set forth therein. 
 (b)
Section 2.21(b) of the Credit Agreement is hereby amended by: 
 (i) inserting the text “, Tranche C-7 Term
Loans” immediately following the first occurrence of the text “Tranche C-6 Term Loans” set forth therein, 
 (ii) deleting the text “or” immediately preceding the second occurrence of the text “Tranche C-6 Term Loans” set forth therein and replacing it with the symbol “, “ and 
 (iii) inserting the text “or Tranche C-6 Term Loans” immediately following the second occurrence of the text “Tranche C-6
Term Loans” set forth therein. 
 SECTION 7. Amendment to Section 3.12. Section 3.12 of the Credit Agreement is hereby
amended by inserting the following new sentence immediately following the third sentence thereof: 
 “The proceeds of the Tranche C-7
Term Loans will be used (i) to repay Revolving Loans and/or (ii) for general corporate purposes.” 
 SECTION 8. Amendment
to Section 3.23. Section 3.23 of the Credit Agreement is hereby amended by inserting the text “and the Tranche C-7 Term Loans” immediately following the occurrence of the text “the Tranche C-6 Term Loans” set forth
therein. 
 SECTION 9. Amendment to Section 9.04. Section 9.04(b)(ii)(D) of the Credit Agreement is hereby amended by
deleting the text “OR” immediately preceding the text “TRANCHE C-6 TERM LOANS” set forth therein and replacing it with the symbol “, “ and is further amended by inserting the text “OR TRANCHE C-7 TERM LOANS”
immediately following the occurrence of the text “TRANCHE C-6 TERM LOANS” set forth therein. 
 SECTION 10. Conditions to
Funding. The obligations of the Incremental Lenders to make the Tranche C-7 Term Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied: 
 (a) The Administrative Agent shall have received from the Dutch Borrower, at or prior to the time required by Section 2.03 of the Credit Agreement, a
Borrowing Request with respect to the Borrowing of the Tranche C-7 Term Loans that complies with the requirements of Section 2.03 of the Credit Agreement and (ii) from Holdings, the Borrowers and the Incremental Lenders party hereto,
either (A) a counterpart of this Amendment signed on behalf of such party 

  

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or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment)
that such party has signed a counterpart of this Amendment. 
 (b) The Administrative Agent shall have received, on behalf of itself, the
Lenders and each Issuing Bank on the Second Incremental Effective Date, a favorable written opinion of (i) O’Melveny & Myers LLP, special counsel for Holdings and the Borrowers, in form and substance reasonably satisfactory to the
Administrative Agent and its counsel and (ii) local foreign counsel reasonably satisfactory to the Administrative Agent and its counsel as specified on Schedule 2 hereto, in each case (a) dated the Second Incremental Effective Date,
(b) addressed to the Administrative Agent, the Lenders and each Issuing Bank on the Second Incremental Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters
relating to the Loan Documents and the Amendment Transactions as the Administrative Agent shall reasonably request, and each of Holdings and each Borrower hereby instructs its counsel to deliver such opinions. 
 (c) The Administrative Agent shall have received in the case of each Loan Party (other than the German Guarantor and its subsidiaries) each of the items
referred to in clauses (i), (ii), (iii) and (iv) below: 
 (i) a copy of the certificate or articles of
incorporation or limited liability agreement, including all amendments thereto, of each Loan Party, (a) in the case of a corporation, certified by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a
certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (b) in the
case of a limited liability company, (i) certified by the Secretary or Assistant Secretary of each such Loan Party or other person duly authorized by such Loan Party or (ii) otherwise in form and substance reasonably satisfactory to the
Administrative Agent; 
 (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party or
other person duly authorized by such Loan Party dated the Second Incremental Effective Date and certifying 
 (A) that
attached thereto is a true and complete copy of the by-laws (or limited liability company agreement, articles of association or other equivalent governing documents) of such Loan Party as in effect on the Second Incremental Effective Date and at all
times since a date prior to the date of the resolutions described in clause (B) below; 
 (B) that attached thereto is a
true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan
Documents to which such person is a party and, in the case of any Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Second Incremental Effective Date;

  

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 (C) that the certificate or articles of incorporation, articles of association or
limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above; 
 (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection
herewith on behalf of such Loan Party; and 
 (E) as to the absence of any pending proceeding for the dissolution or
liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; 
 (iii)
except with respect to any Loan Party incorporated in Germany, a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer or other person duly authorized by such Loan Party
executing the certificate pursuant to clause (ii) above; and 
 (iv) such other documents as the Administrative Agent or
its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party on the Second Incremental Effective Date, the authorization of the Amendment Transactions and any other legal matters relating to such
Loan Parties or the Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. 
 (d) The
Administrative Agent shall have received reasonably satisfactory evidence of the continuing first-priority perfected Liens under the Security Documents (to the extent intended thereunder) after giving effect to the Amendment Transactions;
provided that with respect to the German Guarantor and the Arkema Acquiror and each Subsidiary Loan Party that is a subsidiary of the German Guarantor or the Arkema Acquiror, such evidence may be delivered after the Second Incremental
Effective Date; provided, further that each document listed on Schedule 3 hereto may be delivered to the Administrative Agent within ninety (90) days after the Second Incremental Effective Date (subject to extension by the
Administrative Agent in its reasonable discretion). 
 (e) The Administrative Agent shall have received a certificate from the chief
financial officer of the U.S. Borrower certifying that the U.S. Borrower and its subsidiaries, on a consolidated basis after giving effect to the Amendment Transactions, are solvent. 
 (f) On the Second Incremental Effective Date, (i) the conditions set forth in paragraphs (b) and (c) of Section 4.01 of the Credit
Agreement shall be satisfied, (ii) the Borrowers shall be in Pro Forma Compliance after giving effect to the Tranche C-7 Term Loans and the application of the proceeds therefrom as if made and applied on the Second Incremental Effective Date
and (iii) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrowers, dated as of the Second Incremental Effective Date, confirming compliance with the conditions set forth in clauses (i) and
(ii) of this paragraph (f). 
  

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 (g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior
to the Second Incremental Effective Date pursuant to the Fee Letter. 
 (h) A Reaffirmation Agreement substantially in the form of Exhibit
A hereto (the “Reaffirmation Agreement”) shall have been executed and delivered by each party thereto. 
 Notwithstanding the foregoing,
the obligations of the Incremental Lenders to make Tranche C-7 Term Loans shall not become effective unless each of the foregoing conditions is satisfied at or prior to 5:00 p.m., New York City Time on August 15, 2007 (and, in the event
such conditions are not so satisfied, this Amendment shall terminate at such time). 
 SECTION 11. Representations and Warranties. The
Borrowers represent and warrant to the Administrative Agent and to each of the Incremental Lenders that: 
 (a) This Amendment has been duly
authorized, executed and delivered by the Borrowers and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party
enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally,
(ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing. 
 (b) Neither the performance by any Loan Party of the Amendment Transactions, nor compliance by such Loan Party with the terms and provisions of the
Reaffirmation Agreement (and, in the case of the Borrowers, this Amendment), will (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents
(including any partnership, limited liability company or operating agreements) or by-laws of such Loan Party, (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority or (C) any provision of any
indenture, certificate of designation for preferred stock, agreement or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound, (ii) be in conflict with, result in a breach of or
constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under any such
indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (i) or (ii) of this Section 11(b), would reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by Holdings (prior to a Qualified IPO),
the Borrowers or any Subsidiary Loan Party, other than the Liens created by the Loan Documents and Permitted Liens. 
 (c) The
representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the Second Incremental Effective Date, with the same effect as though made on and as of such date,
except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). 
  

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 (d) Immediately prior to and after giving effect to this Amendment, no Default or Event of Default shall
have occurred and be continuing. 
 SECTION 12. Effectiveness; Amendments; Counterparts. This Amendment shall become effective as of
the date first above written when (i) the Administrative Agent shall have received counterparts of this Amendment bearing the signatures of Holdings, the Borrowers and the Incremental Lenders and (ii) all fees and expenses payable by the
Borrowers pursuant to the Fee Letter shall have been paid. This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by Holdings, the Borrowers, the Administrative Agent and the each Incremental
Lender. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this
Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment. 
 SECTION 13. Credit
Agreement. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Agents, the Issuing Banks, the Borrowers
or any other Loan Party under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other
Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrowers to any future consent to, or waiver, amendment, modification or other change
of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. After the date this Amendment becomes effective, any reference to the Credit
Agreement shall mean the Credit Agreement as modified hereby. This Amendment shall constitute an “Incremental Assumption Agreement”, the Incremental Lenders shall constitute “Lenders”, this Amendment and the Reaffirmation
Agreement shall constitute “Loan Documents”, the Tranche C-7 Term Loans shall constitute “Incremental Term Loans” and “Term Loans” and the Tranche C-7 Term Loan Commitments shall constitute “Incremental Term Loan
Commitments”, in each case for all purposes of the Credit Agreement and the other Loan Documents. 
 SECTION 14. No Novation.
This Amendment shall not extinguish the Loans outstanding under the Credit Agreement. Nothing herein contained shall be construed as a substitution or novation of the Loans outstanding under the Credit Agreement, which shall remain outstanding after
the Second Incremental Effective Date as modified hereby. Notwithstanding any provision of this Amendment, the provisions of Sections 2.16, 2.17, 2.18 and 9.05 of the Credit Agreement as in effect immediately prior to the Second Incremental
Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Second Incremental Effective Date. 
  

 10 








 SECTION 15. Security. Notwithstanding anything to the contrary in any Loan Document, it is
understood and agreed that the obligations of the Dutch Borrower in respect of the Tranche C-7 Term Loans shall not be secured by any Collateral (as defined in the Collateral Agreement) of Holdings, the U.S. Borrower or any Domestic Subsidiary Loan
Party. 
 SECTION 16. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK. 
 SECTION 17. Expenses. The Borrowers agree to reimburse the Administrative Agent for its reasonable out-of-pocket expenses
in connection with this Amendment, to the extent required by Section 9.05 of the Credit Agreement. 
 SECTION 18. Headings. The
Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting this Amendment. 
 SECTION 19. Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of
which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

  

 11 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective
authorized officers as of the day and year first written above. 
  

			
	 HEXION LLC,

		
	 By:
	 	  

	Name:	 	
	Title:	 	
	
	 HEXION SPECIALTY CHEMICALS, INC.,

		
	 By:
	 	  

	Name:	 	
	Title:	 	
	
	HEXION SPECIALTY CHEMICALS CANADA, INC.,
		
	 By:
	 	  

	Name:	 	
	Title:	 	
	
	 HEXION SPECIALTY CHEMICALS B.V.,

		
	 By:
	 	  

	Name:	 	
	Title:	 	










			
	HEXION SPECIALTY CHEMICALS UK LIMITED,
		
	 By:
	 	  

	Name:	 	
	Title:	 	
	
	 BORDEN CHEMICAL UK LIMITED,

		
	 By:
	 	  

	Name:	 	
	Title:	 	










			
	 J.P. MORGAN CHASE BANK, N.A.,
 as Administrative Agent

		
	 By:
	 	  

	Name:	 	
	Title:	 	










			
	 CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
 as an Incremental Lender

		
	 By:
	 	  

	Name:	 	
	Title:	 	










			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS,
 as an Incremental Lender

		
	 By:
	 	  

	Name:	 	
	Title:	 	









 REAFFIRMATION AGREEMENT (this “Agreement”), dated as of August 7,
2007, among HEXION LLC, a Delaware limited liability company (“Holdings”), HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation (the “U.S. Borrower”), HEXION SPECIALTY CHEMICALS CANADA, INC., a Canadian
corporation (the “Canadian Borrower”), HEXION SPECIALTY CHEMICALS B.V., a company organized under the laws of The Netherlands (the “Dutch Borrower”), HEXION SPECIALTY CHEMICALS UK LIMITED, a corporation organized
under the laws of England and Wales, and BORDEN CHEMICAL UK LIMITED, a corporation organized under the laws of England and Wales (together, the “U.K. Borrowers” and, together with the U.S. Borrower, the Canadian Borrower and the
Dutch Borrower, the “Borrowers”), each other subsidiary of Holdings identified on the signature pages hereto (each, a “Subsidiary Party” and the Subsidiary Parties, Holdings and the Borrowers, the
“Reaffirming Parties”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent and Collateral Agent under the Amended Credit Agreement referred to below. 
 WHEREAS Holdings, the Borrowers, the Incremental Lenders (as defined therein) party thereto, and JPMCB, as Administrative Agent have entered into the
Second Incremental Facility Amendment dated as of August 7, 2007 (the “Amendment”), which amends the Second Amended and Restated Credit Agreement dated as of November 3, 2006 (the “Existing Credit
Agreement” and, as amended after giving effect to the Amendment, the “Amended Credit Agreement”), among Holdings, the Borrowers, the lenders party thereto from time to time and the agents party thereto; 
 WHEREAS each of the Reaffirming Parties is party to one or more of the Security Documents (such term and each other capitalized term used but not defined
herein having the meaning assigned to such terms in the Amended Credit Agreement); 
 WHEREAS each Reaffirming Party expects to realize, or
has realized, substantial direct and indirect benefits as a result of the Amendment becoming effective and the consummation of the transactions contemplated thereby; and 
 WHEREAS the execution and delivery of this Agreement is a condition precedent to the consummation of the transactions contemplated by the Amendment. 







 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I. 
 Reaffirmation/Amendment 
 SECTION 1.01. Reaffirmation. (a) Each of the Reaffirming Parties (i) hereby consents to the Amendment and the transactions contemplated thereby, (ii) hereby confirms its guarantees, pledges, grants of security
interests and other agreements, as applicable, under each of the Security Documents to which it is party and (iii) agrees that notwithstanding the effectiveness of the Amendment and the consummation of the transactions contemplated thereby,
such guarantees, pledges, grants of security interests and other agreements shall continue to be in full force and effect and shall accrue to the benefit of the Lenders under the Amended Credit Agreement. Each of the Reaffirming Parties further
agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to ensure compliance by Holdings and the Borrowers with Section 5.10 of the Amended Credit Agreement and hereby reaffirms its obligations
under each similar provision of each Security Document to which it is party. 
 (b) Each of the Reaffirming Parties party to each of the
Security Documents securing the Obligations of the Borrowers hereby confirms and agrees that (i) the Tranche C-7 Term Loans (it being understood that the Tranche C-7 Term Loans are not secured by any Collateral (as defined in the
Collateral Agreement) of Holdings, the U.S. Borrower or any Domestic Subsidiary Loan Party) constitute Loan Document Obligations (as defined in the Collateral Agreement), (ii) the Tranche C-5 Term Loans and the Tranche C-6 Term Loans (it being
understood that the Tranche C-5 Term Loans and the Tranche C-6 Term Loans are not secured by any Collateral (as defined in the Collateral Agreement) of Holdings, the U.S. Borrower or any Domestic Subsidiary Loan Party) have constituted and
continue to constitute Loan Document Obligations (as defined in the Collateral Agreement), (iii) the Tranche C-4 Initial Term Loans and the Tranche C-4 Delayed Draw Term Loans have constituted and continue to constitute Loan Document
Obligations (as defined in the Collateral Agreement), (iv) the Tranche C-1 Term Loans, the Tranche C-2 Term Loans (it being understood that the Tranche C-2 Term Loans are not secured by any Collateral (as defined in the Collateral
Agreement) of Holdings, the U.S. Borrower or any Domestic Subsidiary Loan Party) and Tranche C-3 Credit-Linked Deposits have constituted and continue to constitute Loan Document Obligations (as defined in the Collateral Agreement) and (v) the
Canadian Tranche Revolving Facility Loans, European Tranche Revolving Facility Loans, Swingline Loans and U.S. Tranche Revolving Facility Loans have constituted and continue to constitute Loan Document Obligations (as defined in the Collateral
Agreement). 
 SECTION 1.02. Amendment. On and after the effectiveness of the Amendment, (i) each reference in each Security
Document to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Amended Credit Agreement, as such agreement may be amended, modified or supplemented and in effect
from time to time, (ii) the definition of any term defined in any Security Document by reference to the terms defined in the “Credit Agreement” shall be amended to be defined by reference to the defined term in the Amended Credit
Agreement, as the same may be amended, modified or supplemented and in effect from time to time, (iii) each reference in each Security Document to the “Collateral 

  

 2 








 
Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Amended Collateral Agreement, as
such agreement may be amended, modified or supplemented and in effect from time to time and (iv) the definition of any term defined in any Security Document by reference to the terms defined in the “Collateral Agreement” shall be
amended to be defined by reference to the defined term in the Amended Collateral Agreement, as the same may be amended, modified or supplemented and in effect from time to time. 
 ARTICLE II. 
 Representations and Warranties 
 Each Reaffirming Party hereby represents and warrants, which representations and warranties shall survive execution and delivery of this Agreement, as
follows: 
 SECTION 2.01. Organization. Such Reaffirming Party is duly organized and validly existing in good standing under the
laws of the jurisdiction of its formation (or, if applicable in a foreign jurisdiction, enjoys the equivalent status under the laws of any jurisdiction outside the United States). 
 SECTION 2.02. Authority; Enforceability. Such Reaffirming Party has the power and authority to execute, deliver and carry out the terms and
provisions of this Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement. Such Reaffirming Party has duly executed and delivered this Agreement, and this Agreement constitutes its
legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’
rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing. 
 SECTION 2.03. Security Documents. The representations and warranties of such Reaffirming Party contained in each Security Document are true
and correct in all material respects on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such
representations and warranties shall have been true and correct as of such earlier date). 
 ARTICLE III. 
 Miscellaneous 
 SECTION 3.01.
Notices. All notices and other communications hereunder shall be made at the addresses, in the manner and with the effect provided in Section 9.01 of the Amended Credit Agreement, provided that, for this purpose, the address of
each Reaffirming Party shall be the one specified for the U.S. Borrower under the Amended Credit Agreement. 
 SECTION 3.02.
Expenses. The parties hereto acknowledge and agree that JPMCB and the Lenders shall be entitled to reimbursement of expenses as provided in Section 9.05 of the Amended Credit Agreement. 
  

 3 








 SECTION 3.03. Security Document. This Agreement is a Security Document executed pursuant to
the Amended Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof. 
 SECTION 3.04. Section Captions. Section captions used in this Agreement are for convenience of reference only and shall not affect the
construction of this Agreement. 
 SECTION 3.05. Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns. 
 SECTION 3.06. Amendment. This Agreement may be
waived, modified or amended only by a written agreement executed by each of the parties hereto. 
 SECTION 3.07. Counterparts.
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original but all of which shall together constitute one and the same
agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Agreement. 
 SECTION 3.08. Applicable Law; Waiver of Jury Trial. (A) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK. 
 (B) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.12 OF THE AMENDED CREDIT AGREEMENT AS IF
SUCH SECTION WERE SET FORTH IN FULL HEREIN. 
 SECTION 3.09. No Novation. Neither this Agreement nor the execution, delivery
or effectiveness of the Amendment shall extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement, the Existing Collateral Agreement or discharge or release the Lien or priority of any Security Document or
any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement, the Existing Collateral Agreement or instruments securing the same, which
shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing implied in this Agreement, the Amendment or in any other document contemplated hereby or thereby shall be construed
as a release or other discharge of Holdings, any Borrower or any Subsidiary Party under any Security Document from any of its obligations and liabilities as “Holdings”, a “Borrower”, the “U.S. Borrower”, the
“Canadian Borrower”, the “Dutch Borrower”, the “U.K. Borrowers”, a “Subsidiary Loan Party”, a “Pledgor”, a “Guarantor” or a “Grantor” under the Existing Credit Agreement, the
Existing Collateral Agreement or the other Security Documents. Each of the Existing Credit Agreement, the Existing Collateral Agreement and the other Security Documents shall remain in full force and effect, until (as applicable) and except to any
extent modified hereby or by the Amendment or in connection herewith and therewith. 
  

 4 








 SECTION 3.10. Limitation. With respect to any Foreign Security Documents and any Foreign
Pledge Agreements, notwithstanding anything herein to the contrary, the terms and provisions of this agreement shall apply only to the extent permitted under the governing law of the applicable Foreign Security Document or Foreign Pledge Agreement.
If any provision of this Agreement limits, qualifies or conflicts with a provision of any Foreign Security Document or Foreign Pledge Agreement, the applicable provision of such Foreign Security Document or Foreign Pledge Agreement shall govern.

  

 5 








 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

  

			
	HEXION LLC,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	HEXION SPECIALTY CHEMICALS, INC.,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	HEXION SPECIALTY CHEMICALS CANADA, INC.,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	HEXION SPECIALTY CHEMICALS B.V.,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	BORDEN CHEMICAL UK LIMITED,
		
	by	 	  

	Name:	 	
	Title:	 	


  

 S-1 









			
	HEXION SPECIALTY CHEMICALS UK LIMITED,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	BORDEN CHEMICAL FOUNDRY, LLC,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	BORDEN CHEMICAL INVESTMENTS, INC.,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	HEXION U.S. FINANCE CORP.,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	HSC CAPITAL CORPORATION,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	LAWTER INTERNATIONAL INC.,
		
	by	 	  

	Name:	 	
	Title:	 	


  

 S-2 









			
	BORDEN CHEMICAL INTERNATIONAL, INC.,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	OILFIELD TECHNOLOGY GROUP, INC.,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	HEXION CI HOLDING COMPANY (CHINA) LLC,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	BORDEN INTERNATIONAL HOLDINGS LIMITED,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	BORDEN CHEMICAL FINANCE LIMITED,
		
	by	 	  

	Name:	 	
	Title:	 	


  

 S-3 









			
	HEXION NOVA SCOTIA FINANCE, ULC, f/k/a Borden Nova Scotia Finance, ULC,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	HEXION SPECIALTY CHEMICALS HOLDING B.V.,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	HEXION SPECIALTY CHEMICALS WESSELING GMBH, f/k/a Resolution Deutschland GmbH,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	RESOLUTION RESEARCH NEDERLAND B.V.,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	HEXION SPECIALTY CHEMICALS STANLOW LIMITED, f/k/a Resolution (UK) Performance Products Limited,
		
	by	 	  

	Name:	 	
	Title:	 	


  

 S-4 









			
	COMBINED COMPOSITE TECHNOLOGIES LIMITED,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	RSM EUROPE B.V.,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	RESOLUTION SPECIALTY MATERIALS ROTTERDAM B.V.,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	NATIONAL BORDEN CHEMICAL GERMANY GMBH,
		
	by	 	  

	Name:	 	
	Title:	 	


  

 S-5 









			
	HEXION SPECIALTY CHEMICALS CLAYTON LTD.,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	HEXION SPECIALTY CHEMICALS LEUNA GMBH,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	HEXION SPECIALTY CHEMICALS ROTTERDAM INK B.V.,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	HEXION SPECIALTY CHEMICALS MAASTRICHT B.V.,
		
	by	 	  

	Name:	 	
	Title:	 	
	
	HEXION SPECIALTY CHEMICALS BARBASTRO S.A., f/k/a Resolution Iberica Performance Products S.A.,
		
	by	 	  

	Name:	 	
	Title:	 	


  

 S-6 









			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent,
		
	By	 	  

	Name:	 	
	Title:	 	


  

 S-7 








 SCHEDULE 1 
 INCREMENTAL LENDERS AND LOANS 
  

				
	 Lenders
	  	Tranche C-7
Term Loans
	 Credit Suisse, Cayman Islands Branch
	  	$	50,000,000.00
	 Deutsche Bank Trust Company Americas
	  	$	50,000,000.00








 SCHEDULE 2 
 LOCAL FOREIGN COUNSEL 
 Clifford Chance (Belgian counsel) 
 Clifford Chance (Czech counsel) 
 Clifford Chance (German counsel)

 Clifford Chance (Italian counsel) 
 Clifford Chance (Madrid
counsel) 
 Clifford Chance (UK counsel) 
 NautaDutilh (Dutch
counsel) 
 Arias, Fabrega & Fabrega (Panamanian counsel) 
 Stikemen Elliott LLP (Ontario, Quebec, Alberta and British Columbia counsels) 
 Stewart McKelvey Stirling Scales (Nova Scotia counsel) 

Noerr Stiefenhofer Lutz (German Counsel) 
 Freshfields Bruckhaus Deringer
LLP (German Counsel) 
 NTMC (Italian counsel) 







 SCHEDULE 3 
 POST-CLOSING ITEMS 
 None.