Obligation Hexion Inc 13.75% ( USU4321LAC82 ) en USD

Hexion Inc

100 % ⇌

Etas-Unis

USU4321LAC82 ( en USD )

13.75% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

01/02/2022 - Obligation échue

Prospectus brochure de l'obligation Hexion Inc USU4321LAC82 en USD 13.75%, échue

2 000 USD

225 000 000 USD

U4321LAC8

D ( En défaut )

N/A

L'Obligation émise par Hexion Inc ( Etas-Unis ) , en USD, avec le code ISIN USU4321LAC82, paye un coupon de 13.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/02/2022
L'Obligation émise par Hexion Inc ( Etas-Unis ) , en USD, avec le code ISIN USU4321LAC82, a été notée D ( En défaut ) par l'agence de notation Standard & Poor's ( S&P ).

Senior Secured Notes Indenture
https://www.sec.gov/Archives/edgar/data/13239/00011931251703722...
EX-4.3 4 d329101dex43.htm SENIOR SECURED NOTES INDENTURE
Exhibit 4.3
EXECUTION VERSION
HEXION INC.
as Issuer
the GUARANTORS named herein
$225,000,000 13.75% SENIOR SECURED NOTES DUE 2022
INDENTURE
Dated as of February 8, 2017
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
1 sur 160
13/11/2020 à 15:05

Senior Secured Notes Indenture
https://www.sec.gov/Archives/edgar/data/13239/00011931251703722...
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01.
Definitions
1
SECTION 1.02.
Other Definitions
41
SECTION 1.03.
No Incorporation by Reference of Trust Indenture Act
42
SECTION 1.04.
Rules of Construction
42
ARTICLE 2 THE NOTES
SECTION 2.01.
Amount of Notes
42
SECTION 2.02.
Form and Dating
43
SECTION 2.03.
Execution and Authentication
44
SECTION 2.04.
Registrar and Paying Agent
44
SECTION 2.05.
Paying Agent to Hold Money in Trust
45
SECTION 2.06.
Holder Lists
45
SECTION 2.07.
Transfer and Exchange
45
SECTION 2.08.
Replacement Notes
46
SECTION 2.09.
Outstanding Notes
47
SECTION 2.10.
Temporary Notes
47
SECTION 2.11.
Cancellation
47
SECTION 2.12.
Defaulted Interest
47
SECTION 2.13.
CUSIP Numbers, ISINs, etc.
48
SECTION 2.14.
Calculation of Principal Amount of Notes
48
ARTICLE 3 REDEMPTION
SECTION 3.01.
Redemption
48
SECTION 3.02.
Applicability of Article
48
SECTION 3.03.
Notices to Trustee
48
SECTION 3.04.
Selection of Notes to Be Redeemed
49
SECTION 3.05.
Notice of Optional Redemption
49
SECTION 3.06.
Effect of Notice of Redemption
50
SECTION 3.07.
Deposit of Redemption Price
51
SECTION 3.08.
Notes Redeemed in Part
51
ARTICLE 4 COVENANTS
SECTION 4.01.
Payment of Notes
51
SECTION 4.02.
Reports and Other Information
51
SECTION 4.03.
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
53
SECTION 4.04.
Limitation on Restricted Payments
60
SECTION 4.05.
Dividend and Other Payment Restrictions Affecting Subsidiaries
69
SECTION 4.06.
Asset Sales
71
SECTION 4.07.
Transactions with Affiliates
74
-i-
2 sur 160
13/11/2020 à 15:05

Senior Secured Notes Indenture
https://www.sec.gov/Archives/edgar/data/13239/00011931251703722...
TABLE OF CONTENTS
(continued)
Page
SECTION 4.08.
Change of Control
77
SECTION 4.09.
Compliance Certificate
79
SECTION 4.10.
Further Instruments and Acts
79
SECTION 4.11.
Future Guarantors
79
SECTION 4.12.
Liens
79
SECTION 4.13.
Maintenance of Office or Agency
81
SECTION 4.14.
After-Acquired Property
81
SECTION 4.15.
Limitation on Indenture Restricted Subsidiaries
82
SECTION 4.16.
Limitation on Hexion Nova Scotia Finance, ULC
82
ARTICLE 5 MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL
ASSETS
SECTION 5.01.
Merger, Consolidation or Sale of All or Substantially All Assets
82
ARTICLE 6 DEFAULTS AND REMEDIES
SECTION 6.01.
Events of Default
85
SECTION 6.02.
Acceleration
87
SECTION 6.03.
Other Remedies
87
SECTION 6.04.
Waiver of Past Defaults
87
SECTION 6.05.
Control by Majority
88
SECTION 6.06.
Limitation on Suits
88
SECTION 6.07.
Rights of the Holders to Receive Payment
88
SECTION 6.08.
Collection Suit by Trustee
88
SECTION 6.09.
Trustee May File Proofs of Claim
89
SECTION 6.10.
Priorities
89
SECTION 6.11.
Undertaking for Costs
89
SECTION 6.12.
Waiver of Stay or Extension Laws
90
ARTICLE 7 TRUSTEE
SECTION 7.01.
Duties of Trustee
90
SECTION 7.02.
Rights of Trustee
91
SECTION 7.03.
Individual Rights of Trustee
93
SECTION 7.04.
Trustee's Disclaimer
93
SECTION 7.05.
Notice of Defaults
93
SECTION 7.06.
[Intentionally Omitted]
94
SECTION 7.07.
Compensation and Indemnity
94
SECTION 7.08.
Replacement of Trustee
95
SECTION 7.09.
Successor Trustee by Merger
95
SECTION 7.10.
Eligibility; Disqualification
96
SECTION 7.11.
Preferential Collection of Claims Against Issuer
96
-ii-
3 sur 160
13/11/2020 à 15:05

Senior Secured Notes Indenture
https://www.sec.gov/Archives/edgar/data/13239/00011931251703722...
TABLE OF CONTENTS
(continued)
Page
SECTION 7.12.
Limitation on Duty of Trustee in Respect of Collateral; Indemnification
96
ARTICLE 8 DISCHARGE OF INDENTURE; DEFEASANCE
SECTION 8.01.
Discharge of Liability on Notes; Defeasance
97
SECTION 8.02.
Conditions to Defeasance
98
SECTION 8.03.
Application of Trust Money
100
SECTION 8.04.
Repayment to the Issuer
100
SECTION 8.05.
Indemnity for Government Obligations
100
SECTION 8.06.
Reinstatement
100
ARTICLE 9 AMENDMENTS AND WAIVERS
SECTION 9.01.
Without Consent of the Holders
100
SECTION 9.02.
With Consent of the Holders
102
SECTION 9.03.
[Intentionally Omitted]
103
SECTION 9.04.
Revocation and Effect of Consents and Waivers
103
SECTION 9.05.
Notation on or Exchange of Notes
104
SECTION 9.06.
Trustee to Sign Amendments
104
SECTION 9.07.
Additional Voting Terms; Calculation of Principal Amount
104
ARTICLE 10 GUARANTEES
SECTION 10.01.
Guarantees
104
SECTION 10.02.
Limitation on Liability
106
SECTION 10.03.
Successors and Assigns
107
SECTION 10.04.
No Waiver
107
SECTION 10.05.
Modification
108
SECTION 10.06.
Execution of Supplemental Indenture for Future Guarantors
108
ARTICLE 11 SECURITY DOCUMENTS
SECTION 11.01.
Collateral and Security Documents
108
SECTION 11.02.
Recordings and Opinions
110
SECTION 11.03.
Release of Collateral
110
SECTION 11.04.
Permitted Releases Not To Impair Lien
113
SECTION 11.05.
Certificates of the Trustee
113
SECTION 11.06.
Suits To Protect the Collateral
113
SECTION 11.07.
Authorization of Receipt of Funds by the Trustee Under the Security Documents
114
SECTION 11.08.
Purchaser Protected
114
SECTION 11.09.
Powers Exercisable by Receiver or Trustee
114
SECTION 11.10.
Release Upon Termination of the Issuer's Obligations
114
-iii-
4 sur 160
13/11/2020 à 15:05

Senior Secured Notes Indenture
https://www.sec.gov/Archives/edgar/data/13239/00011931251703722...
TABLE OF CONTENTS
(continued)
Page
SECTION 11.11.
Collateral Agent
114
SECTION 11.12.
Designations
117
ARTICLE 12 MISCELLANEOUS
SECTION 12.01.
[Intentionally Omitted]
117
SECTION 12.02.
Notices
117
SECTION 12.03.
[Intentionally Omitted]
118
SECTION 12.04.
Certificate and Opinion as to Conditions Precedent
118
SECTION 12.05.
Statements Required in Certificate or Opinion
118
SECTION 12.06.
When Notes Disregarded
119
SECTION 12.07.
Rules by Trustee, Paying Agent and Registrar
119
SECTION 12.08.
Legal Holidays
119
SECTION 12.09.
Governing Law
119
SECTION 12.10.
No Recourse Against Others
119
SECTION 12.11.
Successors
119
SECTION 12.12.
Multiple Originals
119
SECTION 12.13.
Table of Contents; Headings
120
SECTION 12.14.
Indenture Controls
120
SECTION 12.15.
Severability
120
SECTION 12.16.
U.S.A. Patriot Act
120
EXHIBIT INDEX
Appendix A Provisions Relating to Initial Notes
Exhibit A Form of Initial Note
Exhibit B Form of Transferee Letter of Representation
Exhibit C Form of Supplemental Indenture
-iv-
5 sur 160
13/11/2020 à 15:05

Senior Secured Notes Indenture
https://www.sec.gov/Archives/edgar/data/13239/00011931251703722...
INDENTURE dated as of February 8, 2017 among Hexion Inc., a New Jersey corporation (the "Issuer" or
"Hexion"), the Guarantors party hereto and Wilmington Trust, National Association, as trustee (the "Trustee").
Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of
Notes issued under this Indenture.
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01. Definitions.
"6.625% First-Priority Senior Secured Notes" means the Issuer's 6.625% First-Priority Senior Secured Notes due
2020.
"6.625% First Lien Notes Indenture" means the indenture among the Issuer (as successor issuer via merger to
Hexion U.S. Finance Corp.), Wilmington Trust, National Association, as trustee, and the other parties thereto dated March 14,
2012 with respect to the Issuer's 6.625% First-Priority Senior Secured Notes due 2020, as amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms thereof.
"10.00% First-Priority Senior Secured Notes" means the Issuer's 10.00% First-Priority Senior Secured Notes due
2020.
"10.00% First Lien Notes Indenture" means the indenture among the Issuer, Wilmington Trust, National Association,
as trustee, and the other parties thereto dated April 15, 2015 with respect to the Issuer's 10.00% First-Priority Senior Secured
Notes due 2020, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms
thereof.
"ABL Facility" means (i) the Amended and Restated Asset-Based Revolving Credit Agreement, dated as of
December 21, 2016, among Hexion LLC (f/k/a Momentive Specialty Chemicals Holdings LLC), the Issuer, as U.S. borrower,
Hexion Canada Inc., as Canadian borrower, Hexion B.V. (f/k/a Momentive Specialty Chemicals B.V.), as Dutch borrower,
Hexion UK Limited (f/k/a Momentive Specialty Chemicals UK Limited) and Borden Chemical UK Limited, as U.K.
borrowers, and Hexion GMBH, a company organized under the laws of Germany, as German borrower, the lenders party
thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, swingline lender and initial issuing bank, as
amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or
otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time after the Issue Date, including
any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion
of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement
or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof
(except to the extent any
6 sur 160
13/11/2020 à 15:05

Senior Secured Notes Indenture
https://www.sec.gov/Archives/edgar/data/13239/00011931251703722...
such refinancing, replacement or restructuring is designated by Hexion to not be included in the definition of "ABL Facility"),
and (ii) whether or not the credit agreement referred to in clause (i) remains outstanding, if designated by Hexion to be
included in the definition of "ABL Facility," one or more (A) asset-based debt facilities or commercial paper facilities,
providing for revolving credit loans, term loans, securitization or receivables financing (including through the sale of
receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit,
(B) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or
bank guarantees or bankers' acceptances), or (C) instruments or agreements evidencing any other Indebtedness, in each case,
with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured,
renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.
"ABL Facility Documents" means the agreements and other instruments governing the ABL Facility, together with
any guarantees thereof and any security documents, other collateral documents and other instruments relating thereto
(including documents and instruments governing Hedging Obligations required by the ABL Facility or relating to ABL
Obligations).
"ABL Obligations" means the Obligations of the borrowers and other obligors under the ABL Facility or any of the
other ABL Facility Documents, to pay principal, premium, if any, and interest (including any interest accruing after the
commencement of bankruptcy or insolvency proceedings) when due and payable, and all other amounts due or to become due
under or in connection with the ABL Facility Documents and the performance of all other Obligations of the obligors
thereunder to the lenders and agents under the ABL Facility Documents, according to the respective terms thereof.
"Acquired Indebtedness" means, with respect to any specified Person:
(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a
Restricted Subsidiary of such specified Person, and
(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person,
in each case, other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of
the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such
Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by such Person, or such asset was
acquired by such Person, as applicable.
"Additional First Priority Lien Obligations" means any Obligations that are incurred prior to or after the Issue Date
and secured by collateral on a basis senior to the Notes, in addition to the Obligations described in clauses (i) through (v) of the
definition of "First Priority Lien Obligations," and designated as such in writing pursuant to the First Lien Documents.
2
7 sur 160
13/11/2020 à 15:05

Senior Secured Notes Indenture
https://www.sec.gov/Archives/edgar/data/13239/00011931251703722...
"Additional Notes" means the 13.75% Senior Secured Notes due 2022 issued under the terms of this Indenture
subsequent to the Issue Date.
"Adjusted EBITDA" means, with respect to any Person for any period, the Consolidated Net Income of such Person
for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:
(1) Consolidated Taxes; plus
(2) Consolidated Interest Expense; provided, however, such amount will be included in Adjusted EBITDA
notwithstanding that such amount was not deducted in calculating Consolidated Net Income; plus
(3) Consolidated Non-cash Charges; plus
(4) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsor or
its predecessor (or any accruals relating to such fees and related expenses) during such period; provided, however, that
such amount shall not exceed in any four-quarter period commencing after September 30, 2006 the amount determined in
accordance with clause (iii) of Section 4.07(b); plus
(5) plant closure and severance costs and charges; plus
(6) impairment charges, including the write-down of Investments; plus
(7) non-operating expenses; plus
(8) restructuring expenses and charges; plus
(9) the cost (or amortization of prior service cost) of subsidizing coverage for persons affected by amendments to
medical benefit plans implemented prior to the Issue Date; provided, however, such amount will be included in Adjusted
EBITDA notwithstanding that such amount was not deducted in calculating Consolidated Net Income;
less, without duplication,
(10) non-cash items increasing Consolidated Net Income for such period (excluding the recognition of deferred
revenue or any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any
prior period and any items for which cash was received in a prior period, including the amortization of employee benefit
plan prior service costs); minus
3
8 sur 160
13/11/2020 à 15:05

Senior Secured Notes Indenture
https://www.sec.gov/Archives/edgar/data/13239/00011931251703722...
(11) non-operating income.
"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise.
"Applicable Premium" means, with respect to any Note on any applicable redemption date as determined by the
Issuer, the greater of:
(1) 1.0% of the then outstanding principal amount of such Note; and
(2) the excess of:
(A) the present value at such redemption date of the sum of (i) the redemption price of such Note at February 1,
2019 (such redemption price being set forth in paragraph 5 of such Note) plus (ii) all required interest payments due
on such Note through February 1, 2019 (excluding accrued but unpaid interest), such present value to be computed
using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over
(B) the then outstanding principal amount of such Note.
"Asset Sale" means:
(1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related
transactions) of assets (including by way of a Sale/Leaseback Transaction) of Hexion or any Restricted Subsidiary of
Hexion other than in the ordinary course of business (each referred to in this definition as a "disposition") or
(2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than to Hexion or another Restricted
Subsidiary of Hexion other than directors' or other legally required qualifying shares) (whether in a single transaction or a
series of related transactions),
in each case other than:
(a) a disposition of Cash Equivalents or Investment Grade Securities;
(b) disposition of obsolete, damaged or worn out equipment or disposals of equipment in connection with
reinvestment in or replacement of equipment, in each case, in the ordinary course of business;
(c) the disposition of all or substantially all of the assets of Hexion in a manner permitted pursuant to
Section 5.01(a) or any disposition that constitutes a Change of Control;
4
9 sur 160
13/11/2020 à 15:05

Senior Secured Notes Indenture
https://www.sec.gov/Archives/edgar/data/13239/00011931251703722...
(d) any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under
Section 4.04;
(e) any disposition of assets of Hexion or any Restricted Subsidiary or issuance or sale of Equity Interests of any
Restricted Subsidiary, which disposition or issuance has an aggregate Fair Market Value (as determined in good faith
by Hexion) of less than $12.5 million;
(f) any disposition of assets to Hexion or any Restricted Subsidiary of Hexion, including by way of merger;
(g) any exchange of assets for assets related to a Similar Business to the extent of comparable or better market
value, as determined in good faith by Hexion;
(h) any disposition of assets received by Hexion or any of its Restricted Subsidiaries upon the foreclosure on a
Lien;
(i) any disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;
(j) any disposition of inventory in the ordinary course of business;
(k) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;
(l) any disposition of accounts receivable and related assets of the type specified in the definition of
"Receivables Financing" to a Receivables Subsidiary in a Qualified Receivables Financing or in factoring or similar
transactions;
(m) a transfer of accounts receivable and related assets of the type specified in the definition of "Receivables
Financing" (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables
Financing;
(n) any agreement or arrangement involving, relating to or otherwise facilitating, (i) requirements contracts,
(ii) tolling arrangements or (iii) the reservation or presale of production capacity of Hexion or any of its Restricted
Subsidiaries by one or more third parties;
(o) sales or grants of licenses or sublicenses to use Hexion's or any of its Restricted Subsidiaries patents, trade
secrets, know-how and technology to the extent that such license does not prohibit the licensor from using the patent,
trade secret, know-how or technology;
5
10 sur 160
13/11/2020 à 15:05