in the united states bankruptcy court for the …omnimgt.com/cmsvol2/pub_47331/731017_193.pdf”),...

RLF1 21160551v.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

HEXION HOLDINGS LLC, et al.,1

Debtors.

x: : : : : : : : x

Chapter 11

Case No. 19-10684 (KG)

Jointly Administered

Objection Deadline: May 8, 2019 at 4:00 p.m. (ET) Hearing Date: May 15, 2019 at 3:00 p.m. (ET)

DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE EMPLOYMENT AND RETENTIONOF MOELIS & COMPANY LLC AS INVESTMENT BANKER

AND FINANCIAL ADVISOR FOR THE DEBTORS AND DEBTORS IN POSSESSION, EFFECTIVE NUNC PRO TUNC TO THE PETITION

DATE, AND WAIVING CERTAIN INFORMATION REQUIREMENTS IMPOSED BY LOCAL RULE 2016-2, AND (II) GRANTING RELATED RELIEF

Hexion Holdings LLC (“Hexion”) and its affiliated debtors and debtors in

possession (collectively, the “Debtors”) respectfully request entry of an order authorizing the

Debtors to employ and retain Moelis & Company LLC (“Moelis”) as investment banker and

financial advisor for the Debtors in connection with these chapter 11 cases and for related relief,

nunc pro tunc to the Petition Date (as defined below). In support of this application (the

“Application”), the Debtors rely on and incorporate by reference the (i) George F. Knight’s

Declaration in Support of the Debtors’ Chapter 11 Petitions and First Day Pleadings (the “Knight

Declaration”) [Docket No. 3], filed on the Petition Date (defined below) and (ii) Declaration of

1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are Hexion Holdings LLC (6842); Hexion LLC (8090); Hexion Inc. (1250); Lawter International Inc. (0818); Hexion CI Holding Company (China) LLC (7441); Hexion Nimbus Inc. (4409); Hexion Nimbus Asset Holdings LLC (4409); Hexion Deer Park LLC (8302); Hexion VAD LLC (6340); Hexion 2 U.S. Finance Corp. (2643); Hexion HSM Holdings LLC (7131); Hexion Investments Inc. (0359); Hexion International Inc. (3048); North American Sugar Industries Incorporated (9735); Cuban-American Mercantile Corporation (9734); The West India Company (2288); NL Coop Holdings LLC (0696); and Hexion Nova Scotia Finance, ULC (N/A). The address of the Debtors’ corporate headquarters is 180 East Broad Street, Columbus, Ohio 43215.

Case 19-10684-KG Doc 193 Filed 04/24/19 of 23

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Zul Jamal, a Managing Director of Moelis (the “Jamal Declaration”), attached hereto as

Exhibit B and incorporated herein by reference. In further support of this Application, the Debtors,

by and through their undersigned counsel, respectfully represent:

JURISDICTION AND VENUE

1. This Court has jurisdiction to consider this Application under 28 U.S.C. §§

157 and 1334 and the Amended Standing Order of Reference from the United States District Court

for the District of Delaware dated as of February 29, 2012. This is a core proceeding pursuant to

28 U.S.C. § 157(b), and, under Rule 9013-1(f) of the Local Rules of the United States Bankruptcy

Court for the District of Delaware (the “Local Rules”), the Debtors consent to the entry of a final

order by the Court in connection with this Application to the extent that it is later determined that

the Court, absent consent of the parties, cannot enter final orders or judgments in connection

herewith consistent with Article III of the United States Constitution. Venue of these cases and

this Application in this district is proper under 28 U.S.C. §§ 1408 and 1409. The statutory and

legal predicates for the relief requested herein are sections 327(a) and 328(a) of title 11 of the

United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”), rule 2014(a) of the Federal

Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Local Rules 2014-1 and 2016-2.

BACKGROUND

2. On April 1, 2019 (the “Petition Date”), each of the Debtors commenced a

voluntary case under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court

for the District of Delaware. The Debtors are authorized to operate their business and manage

their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy

Code. On April 10, 2019, the Office of the United States Trustee for the District of Delaware (the

“U.S. Trustee”) appointed the Official Committee of Unsecured Creditors (the “Creditors’

Committee”).


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3. Additional information about the Debtors’ business, capital structure, and

the events leading up to the Petition Date are set forth in the Knight Declaration, filed on the

Petition Date.

RELIEF REQUESTED

4. Pursuant to sections 327(a) an 328(a) of the Bankruptcy Code, Rule 2014(a)

of the Bankruptcy Rules, and Rule 2014-1 of the Local Rules, the Debtors seek entry of an order

(the “Order”), substantially in the form attached hereto as Exhibit A: (a) authorizing the

employment and retention of Moelis as investment banker and financial advisor for the Debtors,

effective nunc pro tunc to the Petition Date, in accordance with the terms and conditions of that

certain engagement letter dated as of March 20, 2019, (b) approving the terms of Moelis’

employment, including the proposed compensation arrangements and the indemnification

provisions set forth in the Engagement Letter, as modified pursuant to the Order, under section

328(a) of the Bankruptcy Code, (c) modifying the time keeping requirements of Local Rule 2016-2

and the guidelines (the “U.S. Trustee Guidelines”) established by the Office of the United States

Trustee for the District of Delaware (the “U.S. Trustee”) in connection with Moelis’ proposed

engagement, and (d) granting related relief. Subsequent to entering into the engagement letter but

prior to filing this Application, the Debtors and Moelis agreed to certain modifications to the

engagement letter. These modifications are set forth in the Order. As used herein the term

“Engagement Letter” shall mean the engagement letter attached as Exhibit 1 to Exhibit A hereto

as amended by the Order (the “Engagement Letter”).

MOELIS’ QUALIFICATIONS

5. Moelis is an investment banking firm with its principal office located at 399

Park Avenue, 5th Floor, New York, New York 10022. Moelis is a registered broker-dealer with

the United States Securities and Exchange Commission and is a member of the Financial Industry


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Regulatory Authority. Moelis was founded in 2007 and is a wholly owned subsidiary of Moelis

& Company Group LP. Moelis & Company Group LP, together with its subsidiaries, has

approximately 840 employees based in 15 offices in North and South America, Europe, the Middle

East and Asia. Moelis & Company Group LP is a subsidiary of Moelis & Company, a public

company listed on the New York Stock Exchange.

6. Moelis provides a broad range of investment banking and financial advisory

services to its clients, including: (a) general corporate finance; (b) mergers, acquisitions, and

divestitures; (c) corporate restructurings; (d) special committee assignments; and (e) capital

raising. Moelis and its senior professionals have extensive experience in the reorganization and

restructuring of distressed companies, both out-of-court and in chapter 11 cases. Moelis’ business

reorganization professionals have served as investment bankers and financial advisors in numerous

cases, including: In re iHeartMedia, Inc., No. 18-31274 (MI) (Bankr. S.D. Tex. July 24, 2018);

In re Global A&T Electronics Ltd, Case No. 17-23931 (RDD) (Bankr. S.D.N.Y. Feb. 26, 2018);

In re Toys “R” US, Inc., Case No. 17-34665 (KLP) (Bankr. E.D. Va. Nov. 21, 2017); In re TK

Holdings, Inc., Case No. 17-11375 (Bankr. D. Del. Aug. 30, 2017); In re Basic Energy Services,

Inc., Case No. 16-12320 (KJC) (Bankr. D. Del. Nov. 17, 2016); In re Allied Nevada Gold Corp.,

No. 15-10503 (MFW) (Bankr. D. Del. April 15, 2015); In re ITR Concession Co. LLC, No. 14-

34284 (Bankr. N.D. Ill. Oct. 28, 2014); In re GSE Envt’l, Inc., No. 14-11126 (MFW) (Bankr. D.

Del. May 30, 2014); In re MACH Gen, LLC, No. 14-10461 (MFW) (Bankr. D. Del. Apr. 11, 2014);

In re Sorenson Commc’ns, Inc., No. 14-10454 (BLS) (Bankr. D. Del. Mar. 25, 2014); In re MPM

Silicones, LLC, Case No. 14-22503 (RDD) (Bankr. S.D.N.Y. May 16, 2014); In re Cengage

Learning, Inc., No. 13-44106 (ESS) (Bankr. E.D.N.Y. Sept. 13, 2013); In re OSH 1 Liquidating

Corp. f/k/a Orchard Supply Hardware Stores Corp., No. 13-11565 (CSS) (Bankr. D. Del. July 15,


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2013); In re Revel AC, Inc., No. 13-16253 (JHW) (Bankr. D.N.J. Apr. 17, 2013); In re AMF

Bowling Worldwide, Inc., No. 12-36495 (KRH) (Bankr. E.D. Va. Dec. 20, 2012); In re Residential

Capital, LLC, No. 12-12020 (MG) (Bankr. S.D.N.Y. Aug. 30, 2012); In re AMR Corp.,

No. 11-15463 (SHL) (Bankr. S.D.N.Y. Mar. 7, 2012); In re NewPage Corp., No. 11-12804 (KG)

(Bankr. D. Del. Dec. 27, 2011); In re Gen. Maritime Corp., No. 11-15285 (MG) (Bankr. S.D.N.Y.

Dec. 15, 2011); In re Jackson Hewitt Tax Serv., Inc., No. 11-11587 (MFW) (Bankr. D. Del. June

30, 2011); In re Appleseed’s Intermediate Holdings LLC, No. 11-10160 (KG) (Bankr. D. Del.

Feb. 23, 2011); In re Innkeepers USA Trust, No. 10-13800 (SCC) (Bankr. S.D.N.Y. Aug. 12,

2010); In re Almatis B.V., No. 10-12308 (MG) (Bankr. S.D.N.Y. June 9, 2010); In re Atrium Corp.,

No. 10-10150 (BLS) (Bankr. D. Del. Mar. 17, 2010); In re Int’l Aluminum Corp., No. 10-10003

(MFW) (Bankr. D. Del. Jan. 27, 2010).2

7. The Debtors have selected Moelis as their investment banker and financial

advisor based upon, among other things: (a) the Debtors’ need to retain a skilled investment

banking and financial advisory firm to provide advice with respect to the Debtors’ complex

restructuring activities; (b) Moelis’ extensive experience and excellent reputation in providing

investment banking and financial advisory services in complex chapter 11 cases such as these; and

(c) Moelis’ extensive knowledge of the Debtors, as described below. In light of the size and

complexity of these chapter 11 cases, Moelis’ resources, capabilities, and experience are crucial

to the Debtors’ successful restructuring. An experienced investment banker and financial advisor,

such as Moelis, fulfills a critical need that complements the services provided by the Debtors’

other restructuring professionals. For these reasons, the Debtors require Moelis’ services.

2 Because of the voluminous nature of the orders cited herein, such orders are not attached to this Application. Copies of these orders are available upon request of the Debtors’ proposed counsel.


6 RLF1 21160551v.1

8. Moelis has been advising the Debtors on strategic and restructuring

initiatives since November 2018. Pursuant to the Engagement Letter, Moelis agreed to act as the

Debtors’ exclusive investment banker and financial advisor in connection with the Debtors’

proposed Restructuring (as defined in the Engagement Letter).

9. As a result of its work with the Debtors over the past number of months,

Moelis has developed valuable institutional knowledge regarding the Debtors’ businesses,

financial affairs, operations, capital structure, and other material information. Having worked with

the Debtors’ management and their other advisors, Moelis has developed relevant experience and

expertise regarding the Debtors that will assist it in providing effective and efficient services in

these chapter 11 cases. Accordingly, the Debtors believe Moelis is well-qualified to represent

them in a cost-effective, efficient, and timely manner, and the Debtors submit that the employment

and retention of Moelis is in the best interests of the Debtors, their creditors, and all parties in

interest.

SERVICES TO BE PROVIDED

10. The terms and conditions of the Engagement Letter were the result of

significant discussions and negotiations between Moelis and the Debtors, and they reflect the

parties’ mutual agreement as to the substantial efforts that will be required in this engagement.

The employment of Moelis also is necessary to enable the Debtors to execute their duties as debtors

in possession and to effect their reorganization efforts.

11. Subject to further order of the Court, and consistent with the Engagement

Letter, the Debtors propose to retain Moelis to continue rendering investment banking and

financial advisory services as outlined in the Engagement Letter and this Application. Throughout

Moelis’ engagement, Moelis has provided the following services, among others, to the Debtors in


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connection with their restructuring efforts and will continue to provide such services during these

chapter 11 cases at the request of the Debtors, all as further described in the Engagement Letter3:

a. assisting the Debtors in reviewing and analyzing the Company’s results of operations, financial conditions and business plan;

b. assisting the Debtors in reviewing and analyzing any potential Restructuring or Capital Transaction;

c. assisting the Company in negotiating any Restructuring or Capital Transaction;

d. advising on the terms of securities it offers in any potential Capital Transaction;

e. advising on the preparation of an information memorandum (“Information Memo”) for a potential Capital Transaction;

f. assisting the Company in contacting potential purchasers of a Capital Transaction (“Purchasers”) that Moelis, Latham and/or the Company agree are appropriate, and meeting with and providing Purchasers with the Information Memo and such additional information about the Company’s assets, properties or businesses that is acceptable to the Company, subject to customary business confidentiality agreements;

g. providing testimony concerning any of the subjects encompassed by the services set forth in Section 1 of the Engagement Letter; and

h. providing such other investment banking and financial advisory services in connection with a Restructuring or Capital Transaction as Moelis and the Company may mutually agree upon.

12. If Moelis is required to perform services not contemplated by the

Engagement Letter, Moelis and the Debtors will agree, in writing, on the terms for such services,

including reasonable costs and documented expenses related thereto, and seek the Court’s

supplemental approval thereof.

3 The content of the Engagement Letter described herein reflect a summary. If there is any conflict between this summary and the Engagement Letter, the Engagement Letter will control.


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PROFESSIONAL COMPENSATION

13. Moelis’ decision to advise and assist the Debtors in connection with these

chapter 11 cases is subject to its ability to be retained in accordance with the terms of the

Engagement Letter pursuant to section 328(a), and not section 330, of the Bankruptcy Code.

14. As set forth more fully in the Engagement Letter, Moelis will be paid as

follows (the “Fee Structure”):

a. Monthly Fee: a fee of $200,000 per month (the “Monthly Fee”), payable in advance of each month; provided, however, that 50.0% of all Monthly Fees paid after the seventh (7th) full Monthly Fee has been paid will be credited against any Restructuring Fee. The Debtors paid the first Monthly Fee immediately upon the execution of the Engagement Letter,4 and will pay all subsequent Monthly Fees prior to each monthly anniversary of the date of the Engagement Letter. Whether or not a Restructuring or Capital Transaction occurs, Moelis will earn and be paid the Monthly Fee every month during the term of the Engagement Letter.

b. Restructuring Fee: at the closing of a Restructuring, a one-time fee (the “Restructuring Fee”) of $7,500,000.

c. Pre-Pack Restructuring Fee5: In connection with a Restructuring intended to be consummated in connection with a prepackaged or prenegotiated chapter 11 plan of reorganization, Moelis will earn an additional fee (the “Pre-Pack Restructuring Fee”) equal to $3,500,000. The Pre-Pack Restructuring Fee will not be earned if the Restructuring is effectuated through a chapter 11 plan that is not pre-packaged or pre-negotiated prior to the filing of a Bankruptcy Case.

d. Capital Transaction Fee: at the closing of a Capital Transaction, a non-refundable cash fee (the “Capital Transaction Fee”) of: (a) 3% of the aggregate gross amount or face value of capital Raised (as defined in the Engagement Letter) in the Capital Transaction (other than from Apollo Global Management, LLC) as equity, equity-linked interests, options, warrants or other rights to acquire equity interests, plus (b) 2% of the

4 Moelis was paid on March 22, 2019 for Monthly Fees and expenses incurred from November 19, 2018 through March 2019 as well as an expense advance of $25,000 that will be applied against any pre-petition and post-petition expenses incurred.

5 The Pre-Pack Restructuring fee is applicable to the Debtors’ cases to the extent the plan of reorganization that is consummated is consistent with the restructuring support agreement (“RSA”) that was executed by the Debtors and certain creditors prior to the filing of the Debtors’ cases.


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aggregate gross amount of unsecured and second lien debt obligations and other interests Raised in the Capital Transaction (other than from Apollo Global Management, LLC), plus (c) 1% of the aggregate gross amount of secured debt obligations and other interests Raised in the Capital Transaction (other than from Apollo Global Management, LLC); provided, that, in no event shall the Capital Transaction Fees exceed, in the aggregate, $6,500,000. The Restructuring Fee will not be reduced by any Capital Transaction Fees that are earned and payable to Moelis. In the event that the Debtors pursue a Capital Transaction that is not contemplated by the RSA, the Debtors will negotiate an appropriate fee with Moelis for such a Capital Transaction.

15. The Engagement Letter provides that if, at any time prior to the end of the

12 months following the expiration or termination of the Engagement Letter (the “Tail Period”),

(a) the Debtors consummate any Restructuring or Capital Transaction or enter into an agreement

or plan of reorganization or liquidation regarding a Restructuring or Capital Transaction and a

Restructuring or Capital Transaction is subsequently consummated, then the Debtors will pay

Moelis the applicable Restructuring Fee, Pre-Pack Restructuring Fee, and Capital Transaction

Fee(s) immediately upon the closing of each such Transaction(s). The Tail Period ends 12 months

following the expiration or termination of this agreement.

16. In addition to any fees payable to Moelis, whether or not the Debtors

consummate a Restructuring or Capital Transaction, the Company will reimburse Moelis for all of

its expenses as they are incurred in entering into and performing services pursuant to the

Engagement Letter, including the costs of its legal counsel. In connection therewith, the Debtors

paid Moelis upon execution of the Engagement Letter and maintained thereafter a $25,000 expense

advance, the unused portion of which Moelis shall return to the Debtors following termination of

the Engagement Letter. Moelis agreed to provide the Debtors with reasonable support for its

expenses at the Debtors’ request or at the Bankruptcy Court’s direction. Moelis intends to apply

for compensation for professional services rendered and reimbursement of expenses incurred in

connection with these chapter 11 cases, subject to the Court’s approval and in compliance with


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applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S.

Trustee Guidelines, and any other applicable procedures and orders of the Court, including any

order approving this Application (to the extent compliance is not waived) and consistent with the

proposed compensation set forth in the Engagement Letter.

17. Moelis will maintain records in support of any actual, necessary costs and

expenses incurred in connection with the rendering of its services in these chapter 11 cases.

However, because: (a) it is not the general practice of investment banking firms such as Moelis to

keep detailed time records similar to those customarily kept by attorneys; (b) Moelis does not

ordinarily keep time records on a “project category” basis; and (c) Moelis’ compensation is based

on a fixed Monthly Fee and fixed transaction fees, the Debtors respectfully request that only

Moelis’ restructuring professionals be required to maintain records (in summary format) of the

services rendered for the Debtors, including summary descriptions of those services, the

approximate time expended in providing those services (in hourly increments), and the identity of

the restructuring professionals who provided those services. Moelis will present such records to

the Court in its fee application(s). Moreover, the Debtors respectfully request that Moelis’

restructuring professionals not be required to keep time records on a “project category” basis, that

its non-restructuring professionals and personnel in administrative departments (including legal)

not be required to maintain any time records, and that it not be required to provide or conform to

any schedule of hourly rates. To the extent that Moelis would otherwise be required to submit

more detailed time records for its professionals by the Bankruptcy Code, the Bankruptcy Rules,

the Local Rules, the U.S. Trustee Guidelines, or other applicable procedures and orders of the

Court, the Debtors respectfully request that this Court waive such requirements.


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18. The Debtors believe the Fee Structure is consistent with, and typical of,

compensation arrangements entered into by Moelis and other comparable firms in connection with

the rendering of similar services under similar circumstances, both in and out of bankruptcy

proceedings. The Debtors also believe that the Fee Structure reflects a balance between a fixed,

monthly fee, and a contingency amount, which is tied to the consummation and closing of the

transactions and services contemplated by the Debtors and Moelis in the Engagement Letter. In

determining the Fee Structure and the reasonableness of such compensation, the Debtors compared

Moelis’ fee proposal to comparable precedents. After such comparison, followed by discussions

and arm’s-length negotiations, the Debtors believe that the Fee Structure is in fact reasonable,

market-based, and designed to compensate Moelis fairly for its work.

19. Moelis’ strategic and financial expertise, as well as its capital markets

knowledge, financing skills, and restructuring capabilities, some or all of which has and will be

required by the Debtors during the term of Moelis’ engagement, were important factors to the

Debtors in determining the Fee Structure. The Debtors believe that the ultimate benefits of Moelis’

services hereunder cannot be measured by reference to the number of hours to be expended by

Moelis’ professionals in the performance of such services. The Debtors and Moelis agreed upon

the Fee Structure in anticipation that a substantial commitment of professional time and effort

would be required of Moelis and in light of the fact that (a) such commitment could have and may

still foreclose other opportunities for Moelis and (b) the actual time and commitment required of

Moelis and its professionals to perform the restructuring services may vary substantially from

week to week and month to month, creating “peak load” issues for Moelis.


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20. Prior to the Petition Date, according to the Debtors’ books and records,

the Debtors paid Moelis $1,000,000 for fees and $30,119.80 for reimbursement of expenses6

(incurred since November 19, 2018) during the 90-day period before the Petition Date. As of

the Petition Date, the Debtors were current on their obligations to Moelis under the Engagement

Letter.

INDEMNIFICATION

21. As part of the overall compensation payable to Moelis under the terms

of the Engagement Letter, the Debtors have agreed to certain indemnification, contribution

and reimbursement obligations, set forth in Annex A to the Engagement Letter

(the “Indemnification Agreement”). The Indemnification Agreement provides that the

Debtors will indemnify and hold harmless Moelis, its affiliates and their respective current

and former directors, officers, partners, managers, agents, representatives, or employees

(each, an “Indemnified Person,” and collectively, the “Indemnified Persons”) from and

against Losses (as defined below) incurred by an Indemnified Person in connection with

Moelis’ engagement, except for any Losses to the extent such Losses are finally judicially

determined to have resulted primarily from the bad faith or gross negligence of such Indemnified

Person. The Debtors will reimburse such Indemnified Person for the reasonable out-of-pocket

costs and expenses (including counsel fees) of investigating, preparing for and responding to any

Action (as defined in the Indemnification Agreement) or enforcing the agreement, as they are

incurred. The Debtors will also indemnify and hold harmless any Indemnified Person from and

against, and the Debtors each agrees that no Indemnified Person shall have any liability to the

6 Moelis was also paid an expense advance of $25,000 that will be applied against any pre-petition and post-petition expenses incurred.


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Debtors or its affiliates, or their respective owners, directors, officers, employees, security holders

or creditors for, any losses, claims, damages, expenses or liabilities (collectively, “Losses”) (A)(i)

related to the Debtors’ actions or omissions (or the actions or omissions of the Debtors’ officers,

directors, employees and agents other than Moelis) in connection with the agreement or the matters

referred to herein), or (ii) related to or arising out of oral or written statements or omissions made

or information provided by the Debtors or its agents in connection with the agreement or the

matters referred to herein (including, without limitation, the Information Memo and any other

information provided by or on behalf of the Debtors to any purchaser or seller of a security in any

transaction contemplated by the agreement), or (B) otherwise arising out of, related to or in

connection with this agreement or Moelis’ performance under the Engagement Letter or any other

services or advice the Debtors requests any Indemnified Person to provide (in each case, including

prior to the date of the Engagement Letter), except that clause (B) shall not apply to Losses to the

extent such Losses are finally judicially determined to have resulted primarily the bad faith or

gross negligence of such Indemnified Person.

22. The Engagement Letter’s indemnification and contribution provisions

were fully negotiated by the Debtors and Moelis at arm’s-length and in good faith and the

Debtors respectfully submit that these indemnification and contribution provisions of the

Engagement Letter are reasonable, subject to the modifications set forth in the proposed Order.

The Debtors believe that the indemnification provisions in the Engagement Letter are

appropriate and reasonable for investment banking and financial advisory engagements both

out of court and in chapter 11 cases, and reflect the qualifications and limitations on

indemnification provisions that are customary in the industry as previously determined in this

district and other jurisdictions.


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NO DUPLICATION OF SERVICES

23. The Debtors believe that the services provided by Moelis will not duplicate

the services that other professionals will be providing to the Debtors in these chapter 11 cases.

Specifically, Moelis will carry out unique functions and will use reasonable efforts to coordinate

with the Debtors and their professionals retained in these chapter 11 cases to avoid the unnecessary

duplication of services.

MOELIS’ DISINTERESTEDNESS

24. Moelis has reviewed the list of parties in interest provided by the Debtors.

To the best of the Debtors’ knowledge, information, and belief, and except to the extent disclosed

herein and in the Jamal Declaration, Moelis: (a) is a “disinterested person” within the meaning of

section 101(14) of the Bankruptcy Code; (b) does not hold or represent an interest materially

adverse to the Debtors’ estates; and (c) has no connection to the Debtors, their creditors, or related

parties herein, except as disclosed in the Jamal Declaration.

25. Given the large number of parties in interest in these chapter 11 cases,

despite the efforts to identify and disclose Moelis’ relationships with parties in interest in these

chapter 11 cases, Moelis is unable to state with certainty that every client relationship or other

connection has been disclosed in the Jamal Declaration. Moelis will make continued inquiries

following the filing of the Application, on a periodic basis, with additional disclosures to this Court

if necessary or otherwise appropriate.

26. The Debtors are informed that Moelis will not share any compensation to

be paid by the Debtors, in connection with services to be performed after the Petition Date, with

any other person, other than principals and employees of Moelis, to the extent permitted by

section 504 of the Bankruptcy Code.


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BASIS FOR RELIEF

I. The Debtors Should Be Permitted to Retain and Employ Moelis on the Terms in the Engagement Letter Pursuant to Sections 327 and 328 of the Bankruptcy Code.

27. The Debtors seek approval of the retention and employment of Moelis

pursuant to sections 327(a), 328(a), and 1107(b) of the Bankruptcy Code. Section 328(a) provides,

in relevant part, that a debtor in possession, “with the court’s approval, may employ or authorize

the employment of a professional person under section 327 . . . on any reasonable terms and

conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee

basis, or on a contingent fee basis.” 11 U.S.C. § 328(a). Section 327(a) of the Bankruptcy Code,

in turn, authorizes a debtor in possession to employ professionals that “do not hold or represent an

interest adverse to the estate, and that are disinterested persons.” 11 U.S.C. § 327(a). Section

1107(b) of the Bankruptcy Code provides that “a person is not disqualified for employment under

section 327 of the Bankruptcy Code by a debtor in possession solely because of such person’s

employment by or representation of the debtor before the commencement of the case.” 11 U.S.C.

§ 1107(b).

28. Section 328 of the Bankruptcy Code permits the compensation of

professionals, including investment bankers and financial advisors, on more flexible terms that

reflect the nature of their services and market conditions. As the U.S. Court of Appeals for the

Fifth Circuit recognized in Donaldson Lufkin & Jenrette Secs. Corp. v. Nat’l Gypsum Co. (In re

Nat’l Gypsum Co.), 123 F.3d 861 (5th Cir. 1997):

Prior to 1978 the most able professionals were often unwilling to work for bankruptcy estates where their compensation would be subject to the uncertainties of what a judge thought the work was worth after it had been done. That uncertainty continues under the present § 330 of the Bankruptcy Code, which provides that the court award to professional consultants “reasonable compensation” based on relevant factors of time and comparable costs, etc. Under present § 328 the professional may avoid that uncertainty by obtaining court approval of compensation agreed to with the trustee (or debtor or committee).


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123 F.3d at 862 (footnote omitted).

29. Additionally, Bankruptcy Rule 2016 and Local Rule 2016-2 require

retained professionals to submit applications for payment of compensation in chapter 11 cases.

Local Rule 2016-2(d) also requires retained professionals to submit detailed time entries that set

forth, among other things, a detailed description of each activity performed, the amount of time

spent on the activity (in tenth of an hour increments), the subject matter of the activity and the

parties involved with the activity at issue. Local Rule 2016-2(h), however, allows a retained

professional to request a waiver of these requirements for cause.

30. The Court’s approval of the Debtors’ retention of Moelis in accordance with

the terms and conditions of the Engagement Letter is warranted. First, as discussed above and in

the Jamal Declaration, Moelis satisfies the disinterestedness standard in section 327(a) of the

Bankruptcy Code.7 Moelis had been advising the Debtors for a considerable period of time prior

to the commencement of these chapter 11 cases and has already committed a significant amount

of time and effort with respect to these chapter 11 cases. Moelis is needed postpetition to continue

to assist with negotiations, as necessary, to provide expert advice and testimony regarding financial

matters related to the proposed transactions and to enable the Debtors to discharge their duties as

debtors and debtors in possession. Moelis has extensive experience and an excellent reputation in

providing high-quality investment banking services to debtors and creditors in bankruptcy

7 Bankruptcy Rule 2014(a) requires that an application must be made for retention of professionals pursuant to section 327 of Bankruptcy Code. Under Bankruptcy Rule 2014(a), such application shall: “state the specific facts showing the necessity for the employment, the name of the person to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the person’s connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.” Additionally, the application “shall be accompanied by a verified statement of the person to be employed setting forth the person’s connections” to the parties in interest listed above. 11 Fed. R. Bankr. P. 2014. Here, Bankruptcy Rule 2014 is satisfied by the contents of this Application and the Jamal Declaration attached hereto.


17 RLF1 21160551v.1

reorganizations, mergers and acquisitions, and other restructurings. Moelis has become familiar

with the Debtors’ business operations, capital structure, financing documents, and other

material information and is able to assist the Debtors in their restructuring efforts. The

Debtors believe that Moelis is well-qualified to provide its services to the Debtors in a

cost-effective, efficient, and timely manner. Furthermore, as detailed above, Moelis does not

hold or represent an interest adverse to the estate and is disinterested.

31. In addition, the Debtors believe that the Fee Structure is market-based, fair,

and reasonable under the standards set forth in section 328(a) of the Bankruptcy Code. The

Fee Structure reflects Moelis’ commitment to the variable level of time and effort necessary to

perform the restructuring and investment banking services, Moelis’ particular expertise, and the

market prices for Moelis’ services for engagements of this nature both out of court and in a chapter

11 context. Indeed, the Debtors believe that the Fee Structure appropriately reflects: (a) the nature

and scope of services to be provided by Moelis; (b) Moelis’ substantial experience with respect to

investment banking services; and (c) the fee structures typically utilized by Moelis and other

leading investment banks and financial advisors who do not bill their clients on an hourly basis.

32. Also, notwithstanding the foregoing, under the proposed Order, the U.S.

Trustee would retain all rights to object to Moelis’ fee application (including expense

reimbursement) pursuant to section 330 of the Bankruptcy Code.

33. As set forth above, and notwithstanding approval of the Engagement Letter

under section 328 of the Bankruptcy Code, Moelis intends to apply for compensation for

professional services rendered and reimbursement of expenses incurred in connection with these

chapter 11 cases, subject to the Court’s approval and in compliance with applicable provisions of


18 RLF1 21160551v.1

the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S. Trustee Guidelines, and

any other applicable procedures and orders of the Court, with certain limited modifications.

34. The Debtors request that the requirements of Local Rule 2016-2(d) and the

U.S. Trustee Guidelines be tailored to appropriately reflect Moelis’ engagement and its

compensation structure. Moelis has requested, pursuant to section 328(a) of the Bankruptcy Code,

payment of its fees on a fixed-rate and/or fixed-percentage basis. Additionally, it is not the general

practice of investment banking firms to keep detailed time records similar to those customarily

kept by attorneys. As discussed above, however, Moelis’ restructuring personnel will keep

summary time records in hourly increments describing their daily activities and the identity of

persons who performed such tasks. Apart from the time recording practices described above,

however, Moelis’ restructuring personnel do not maintain their time records on a “project

category” basis. As such, the Debtors request modification of the requirements pursuant to Local

Rule 2016-2(h).

35. Courts in this jurisdiction have approved relief similar to the relief requested

in this Application. See e.g., In re ATD Corporation, Case No. 18-12221 (KJC) (Bankr. D. Del.

Nov. 5, 2018) (authorizing retention of Moelis as investment banker and financial advisor to the

debtors); In re HCR ManorCare, Inc., Case No. 18-10467 (KG) (Bankr. D. Del. Apr. 5, 2018)

(same); In re Woodbridge Group of Companies, LLC, Case No. 17-12560 (KJC) (Bankr. D. Del.

Dec. 29, 2017) (same); In re Basic Energy Services, Inc., Case No. 16-12320 (KJC) (Bankr. D.

Del. Nov. 17, 2016) (same); In re Allied Nevada Gold Corp., No. 15-10503 (MFW) (Bankr. D.

Del. April 15, 2015) (same); In re GSE Envtl., Inc., No. 14-11126 (MFW) (Bankr. D. Del. May

30, 2014) (same); In re MACH Gen, LLC, No. 14-10461 (MFW) (Bankr. D. Del. Apr. 11, 2014)

(same); In re Sorenson Commc’ns, Inc., No. 14-10454 (BLS) (Bankr. D. Del. Mar. 25, 2014)


19 RLF1 21160551v.1

(same); In re OSH 1 Liquidating Corp. f/k/a Orchard Supply Hardware Stores Corp., No. 13-

11565 (CSS) (Bankr. D. Del. July 15, 2013) (same); In re Appleseed’s Intermediate Holdings LLC,

No. 11-10160 (KG) (Bankr. D. Del. Feb. 23, 2011) (same).

II. The Indemnification and Contribution Terms of the Engagement Letter Are Appropriate.

36. The indemnification and contribution provisions in the Engagement Letter,

as modified by the Order attached hereto, were fully negotiated between the Debtors and Moelis.

The Debtors and Moelis believe that the indemnification provisions in the Engagement Letter are

customary and reasonable for investment banking engagements both out of court and in chapter 11

cases. The Debtors are seeking approval of the modified indemnification provisions consistent

with other orders of the Court where Moelis has been retained. See, e.g., In re Basic Energy

Services, Inc., Case No. 16-12320 (KJC) (Bankr. D. Del. Nov. 17, 2016); In re Allied Nevada Gold

Corp., No. 15-10503 (MFW) (Bankr. D. Del. April 15, 2015); In re GSE Envtl., Inc., No. 14-11126

(MFW) (Bankr. D. Del. May 30, 2014); In re MACH Gen, LLC, No. 14-10461 (MFW) (Bankr. D.

Del. Apr. 11, 2014); In re Sorenson Commc’ns, Inc., No. 14-10454 (BLS) (Bankr. D. Del. Mar.

25, 2014); In re OSH 1 Liquidating Corp. f/k/a Orchard Supply Hardware Stores Corp., No. 13-

11565 (CSS) (Bankr. D. Del. July 15, 2013); In re Appleseed’s Intermediate Holdings LLC, No.

11-10160 (KG) (Bankr. D. Del. Feb. 23, 2011).

37. Accordingly, the Debtors respectfully submit that the terms of the modified

indemnification provisions are reasonable and customary and should be approved in these chapter

11 cases.

III. The Debtors Should Be Permitted to Retain and Employ Moelis Nunc Pro Tunc to the Petition Date.

38. The Debtors also believe that employment of Moelis effective nunc pro tunc

to the Petition Date is warranted under the circumstances of these chapter 11 cases. Moelis has


20 RLF1 21160551v.1

provided, and will continue to provide, valuable services to the Debtors regarding the contemplated

restructuring transactions. See, e.g., In re Arkansas Co., 798 F.2d 645, 648 (3d Cir. 1986) (“[T]he

bankruptcy courts have the power to authorize retroactive employment of counsel and other

professionals under their broad equity power.” (collecting cases)); see also Local Rule 2014-1(b)

(“If the retention motion is granted, the retention shall be effective as of the date the motion was

filed, unless the Court orders otherwise.”).

39. Courts routinely grant nunc pro tunc relief in this jurisdiction. See, e.g., In

re Basic Energy Services, Inc., Case No. 16-12320 (KJC) (Bankr. D. Del. Nov. 17, 2016) (granting

nunc pro tunc relief); In re Allied Nevada Gold Corp., No. 15-10503 (MFW) (Bankr. D. Del. April

15, 2015) (same); In re GSE Envtl., Inc., No. 14-11126 (MFW) (Bankr. D. Del. May 30, 2014)

(same); In re MACH Gen, LLC, No. 14-10461 (MFW) (Bankr. D. Del. Apr. 11, 2014) (same); In

re Sorenson Commc’ns, Inc., No. 14-10454 (BLS) (Bankr. D. Del. Mar. 25, 2014) (same); In re

Vertis Holdings, Inc., No. 12-12821 (CSS) (Bankr. D. Del. Nov. 20, 2012) (same); In re WP Steel

Venture LLC, No. 12-11661 (KJC) (Bankr. D. Del. Sept. 18, 2012) (same).

IV. The Retention of Moelis is Critical to the Debtors’ Success.

40. The Debtors submit that the retention of Moelis is in the best interests of all

parties in interest in these chapter 11 cases. Moelis is a preeminent investment banking firm that

is intimately familiar with the Debtors’ businesses. Denial of the relief requested herein will

deprive the Debtors of the assistance of uniquely qualified investment banking professionals who

have served them since approximately November 2018. Indeed, if the Debtors were forced to

engage a new investment banker who lacks a thorough understanding of the Debtors’ businesses

and the initiatives that have been implemented over the course of Moelis’ extensive engagement,

such change would mandate the commitment of significant resources to educate a replacement.


21 RLF1 21160551v.1

As discussed above, based on services performed to date, Moelis has been integral to preparing

the Debtors for these chapter 11 cases.

41. Based on the foregoing, the Debtors submit that they have satisfied the

requirements of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules to support entry

of an order authorizing the Debtors to retain and employ Moelis in these chapter 11 cases on the

terms described herein and in the Engagement Letter.

NOTICE

42. The Debtors will provide notice of this Application by first class mail: (i)

Linda J. Casey of the Office of the United States Trustee for the District of Delaware; (ii) Kramer

Levin Naftalis & Frankel LLP and Bayard, P.A. as co-counsel to the Creditors’ Committee; (iii)

the United States Attorney’s Office for the District of Delaware; (iv) the attorneys general for the

states in which the Debtors conduct business; (v) Akin Gump Strauss Hauer & Feld LLP as counsel

to the ad hoc group of first lien noteholders; (vi) Milbank LLP as counsel to the ad hoc group of

crossover noteholders; (vii) Jones Day as counsel to the ad hoc group of 1.5 lien noteholders; (viii)

Simpson Thacher & Bartlett LLP as counsel to JPMorgan Chase Bank, N.A. as administrative

agent and collateral agent under the Debtors’ prepetition asset-based revolving credit facility; (ix)

Wilmington Trust, National Association, as trustee under the First Lien Notes and the Second Lien

Notes; (x) Arnold & Porter Kaye Scholer LLP as counsel to Wilmington Savings Fund Society,

FSB, as trustee under the 1.5 Lien Notes; (xi) The Bank of New York Mellon, as trustee under the

Borden Debentures; (xii) Simpson Thacher & Bartlett LLP and Landis Rath & Cobb LLP as

counsel to the administrative agent and collateral agent under the Debtors’ postpetition financing

facility; (xiii) the Internal Revenue Service; (xiv) the Securities and Exchange Commission; (xv)

the Pension Benefit Guaranty Corporation; (xvi) the Environmental Protection Agency; and (xvii)


22 RLF1 21160551v.1

all parties that have requested notice pursuant to Bankruptcy Rule 2002. A copy of the Application

is available on the Debtors’ case website at http://www.omnimgt.com/HexionRestructuring.

NO PRIOR REQUEST

43. No prior request for the relief sought in this Application has been made to

this or any other court.

[Remainder of page intentionally left blank.]


23 RLF1 21160551v.1

The Debtors respectfully request that the Court enter the Order, granting the relief

requested in its entirety and any other relief as is just and proper.

Dated: April 24, 2019

Wilmington, Delaware /s/ George F. Knight III Name: George F. Knight III Title: Executive Vice President and Chief Financial Officer of Hexion Holdings LLC


RLF1 21160553v.1


In re: HEXION HOLDINGS LLC, et al.,1 Debtors.

x : : : : : : : : x

Chapter 11 Case No. 19-10684 (KG) Jointly Administered Objection Deadline: May 8, 2019 at 4:00 p.m. (ET) Hearing Date: May 15, 2019 at 3:00 p.m. (ET)

NOTICE OF APPLICATION AND HEARING

PLEASE TAKE NOTICE that, on April 24, 2019, Hexion Holdings LLC and its

affiliated debtors and debtors-in-possession in the above-captioned cases (collectively,

the “Debtors”) filed the Debtors’ Application for Entry of an Order (I) Authorizing the

Employment and Retention of Moelis & Company LLC as Investment Banker and Financial

Advisor for the Debtors and Debtors in Possession, Effective Nunc Pro Tunc to the Petition

Date, and Waiving Certain Information Requirements Imposed by Local Rule 2016-2, and (II)

Granting Related Relief (the “Application”) with the United States Bankruptcy Court for the

District of Delaware (the “Bankruptcy Court”).

PLEASE TAKE FURTHER NOTICE that, any responses or objections to the

Application must be in writing and filed with the Clerk of the Bankruptcy Court, 824 North

Market Street, 3rd Floor, Wilmington, Delaware 19801 on or before May 8, 2019 at 4:00 p.m.

(prevailing Eastern Time). 1 The Debtors in these cases, along with the last four digits of each Debtor’s federal tax identification number, are Hexion Holdings LLC (6842); Hexion LLC (8090); Hexion Inc. (1250); Lawter International Inc. (0818); Hexion CI Holding Company (China) LLC (7441); Hexion Nimbus Inc. (4409); Hexion Nimbus Asset Holdings LLC (4409); Hexion Deer Park LLC (8302); Hexion VAD LLC (6340); Hexion 2 U.S. Finance Corp. (2643); Hexion HSM Holdings LLC (7131); Hexion Investments Inc. (0359); Hexion International Inc. (3048); North American Sugar Industries Incorporated (9735); Cuban-American Mercantile Corporation (9734); The West India Company (2288); NL Coop Holdings LLC (0696); and Hexion Nova Scotia Finance, ULC (N/A). The address of the Debtors’ corporate headquarters is 180 East Broad Street, Columbus, Ohio 43215.

Case 19-10684-KG Doc 193-1 Filed 04/24/19 Page 1 of 3

2 RLF1 21160553v.1

PLEASE TAKE FURTHER NOTICE that, if any objections to the Application

are received, the Application and such objections shall be considered at a hearing before The

Honorable Kevin Gross at the Bankruptcy Court, 824 North Market Street, 6th Floor, Courtroom

No. 3, Wilmington, Delaware 19801 on May 15, 2019 at 3:00 p.m. (prevailing Eastern Time).

PLEASE TAKE FURTHER NOTICE THAT, IF NO OBJECTIONS TO

THE APPLICATION ARE TIMELY FILED, SERVED AND RECEIVED IN

ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT

THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE

OR HEARING.


3 RLF1 21160553v.1

Dated: April 24, 2019 Wilmington, Delaware /s/ Amanda R. Steele

Mark D. Collins (No. 2981) Michael J. Merchant (No. 3854) Amanda R. Steele (No. 5530) Brendan J. Schlauch (No. 6115) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Fax: (302) 651-7701 Email: [email protected] [email protected] [email protected] [email protected] - and - George A. Davis (admitted pro hac vice) Andrew M. Parlen (admitted pro hac vice) Hugh Murtagh (admitted pro hac vice) LATHAM & WATKINS LLP 885 Third Avenue New York, New York 10022 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 Email: [email protected] [email protected] [email protected] - and - Caroline A. Reckler (admitted pro hac vice) Jason B. Gott (admitted pro hac vice) LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, Illinois 60611 Telephone: (312) 876-7700 Facsimile: (312) 993-9767 Email: [email protected] [email protected]

Proposed Attorneys for the Debtors and Debtors in Possession


US-DOCS\106233446.7RLF1 21160551v.1

Exhibit A

Order


US-DOCS\106233446.7RLF1 21160551v.1


) In re: ) Chapter 11 ) HEXION HOLDINGS LLC, et al.,1 ) Case No. 19-10684 (KG) ) Debtors. ) (Jointly Administered) ) )

ORDER (I) AUTHORIZING THE EMPLOYMENT AND RETENTION OF

MOELIS & COMPANY LLC AS INVESTMENT BANKER AND FINANCIAL ADVISOR FOR THE DEBTORS AND DEBTORS IN

POSSESSION, EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE, AND WAIVING CERTAIN INFORMATION REQUIREMENTS

IMPOSED BY LOCAL RULE 2016-2, AND (II) GRANTING RELATED RELIEF

Upon the application (the “Application”)2 of the above-captioned debtors and

debtors in possession (collectively, the “Debtors”) for entry of an order (this “Order”),

(a) authorizing the Debtors to employ and retain Moelis & Company LLC (“Moelis”) as

investment banker and financial advisor to the Debtors, effective nunc pro tunc to the Petition Date

on the terms set forth in the engagement letter by and between the Debtors and Moelis, dated as of

March 20, 2019 (the “Engagement Letter”), and requesting a waiver of the time-keeping

requirements of Local Rule 2016-2 and the U.S. Trustee Guidelines, and (b) granting related relief;

and upon the Declaration of Zul Jamal in support of the Application; and this Court having


2 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Application.


2 RLF1 21160551v.1

jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing

Order of Reference from the United States District Court for the District of Delaware, dated

February 29, 2012; and that this Court may enter a final order consistent with Article III of the

United States Constitution; and this Court having found that venue of this proceeding and the

Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having

found that the relief requested in the Application is necessary and in the best interests of the

Debtors’ estates, their creditors, and other parties in interest; and the Court being satisfied that the

terms of the Engagement Letter are reasonable terms for the purpose of section 328(a) of the

Bankruptcy Court; and this Court having found that the Debtors’ notice of the Application and

opportunity for a hearing on the Application were appropriate under the circumstances and no

other notice need be provided; and this Court having reviewed the Application and having heard

the statements in support of the relief requested therein at a hearing before this Court

(the “Hearing”); and this Court having determined that the legal and factual bases set forth in the

Application and at the Hearing establish just cause for the relief granted herein; and upon all of

the proceedings had before this Court; and the Court being satisfied that Moelis neither holds nor

represents any interest adverse to the Debtors’ estates with respect to the matters upon which it is

to be employed; and the Court being satisfied that Moelis is a “disinterested person,” as that term

is defined in Bankruptcy Code section 101(14) of the Bankruptcy Code as modified by section

1107(b) of the Bankruptcy Code; and after due deliberation and sufficient cause appearing

therefor, it is HEREBY ORDERED THAT:

1. The Application is GRANTED as set forth herein.

2. The Debtors are authorized, pursuant to sections 327(a) and 328(a) of the

Bankruptcy Code, Bankruptcy Rule 2014(a), and Local Rule 2014-1, to retain and employ Moelis


3 RLF1 21160551v.1

as their investment banker and financial advisor in these chapter 11 cases, pursuant to the terms

and conditions set forth in the Application and the Engagement Letter, nunc pro tunc as of the

Petition Date.

3. The Engagement Letter is hereby amended to provide that (i) in no event

shall the Capital Transaction Fee exceed $6,500,000 and (ii) the Restructuring Fee will not be

reduced by any Capital Transaction Fees that are earned and payable to Moelis.

4. The terms of the Engagement Letter as modified hereby, including without

limitation, the compensation, reimbursement, indemnification and contribution provisions (as

modified by this Order), are reasonable terms and conditions of employment and are hereby

approved pursuant to sections 327(a) and 328(a) of the Bankruptcy Code and the Debtors are

authorized and directed to perform their payment, reimbursement, contribution, and

indemnification obligations and their non-monetary obligations, in accordance with the terms and

conditions and at the times specified, in the Engagement Letter. Subject to the following sentence,

all compensation, reimbursement of expenses, indemnification, contribution, and reimbursement

to Moelis and any Indemnified Person under the Engagement Letter shall be subject to review only

pursuant to the standards set forth in section 328(a) of the Bankruptcy Code and shall not be subject

to any other standard of review including, but not limited to, that set forth in section 330 of the

Bankruptcy Code. Notwithstanding anything to the contrary herein, the fees and expenses payable

to Moelis pursuant to the Engagement Letter shall be subject to review only pursuant to the

standards set forth in section 328(a) of the Bankruptcy Code and shall not be subject to the standard

of review set forth in section 330 of the Bankruptcy Code.

5. The Debtors are authorized to pay Moelis’ fees and to reimburse Moelis for

its reasonable costs and expenses, including, but not limited to, in-sourced document production


4 RLF1 21160551v.1

costs, travel costs, meals, and the fees, disbursements and other charges of Moelis’ legal counsel

(without the need for such legal counsel to be retained as a professional in these chapter 11 cases

and without regard to whether such legal counsel’s services satisfy section 330(a)(3)(C) of the

Bankruptcy Code). In the event that Moelis seeks reimbursement from the Debtors for attorneys’

fees and expenses pursuant to the Application and the Engagement Letter, the invoices and

supporting time records for the attorneys’ fees and expenses shall be included in Moelis’ own

applications, both interim and final, and these invoices and time records shall be subject to the

U.S. Trustee Guidelines and the approval of the Bankruptcy Court pursuant to sections 330 and

331 of the Bankruptcy Code; provided that such attorneys shall not be required to be retained under

section 327 of the Bankruptcy Code; and provided further that such attorneys’ services need not

satisfy section 330(a)(3)(C) of the Bankruptcy Code.

6. Moelis shall file interim and final fee applications for the allowance of

compensation for services rendered and reimbursement of expenses incurred in accordance with

applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any

applicable orders of the Court; provided, however, that the requirements of the Bankruptcy Code,

the Bankruptcy Rules, the U.S. Trustee Guidelines, Local Rule 2016-2, and any other orders and

procedures of this Court are hereby modified such that Moelis’ restructuring professionals shall be

required only to keep time records in hourly increments, Moelis’ non-restructuring professionals

and personnel in administrative departments (including legal) shall not be required to keep any

time records, Moelis’ restructuring professionals shall not be required to keep time records on a

project category basis, and Moelis shall not be required to provide or conform to any schedule of

hourly rates.


5 RLF1 21160551v.1

7. Moelis shall be compensated in accordance with the terms of the

Engagement Letter and, in particular, all of Moelis’ fees and expenses in these chapter 11 cases

are hereby approved pursuant to section 328(a) of the Bankruptcy Code. Notwithstanding anything

to the contrary herein, the fees and expenses payable to Moelis pursuant to the Engagement Letter

shall be subject to review only pursuant to the standard set forth in section 328(a) of the Bankruptcy

Code and shall not be subject to the standard of review set forth in section 330 of the Bankruptcy

Code, except by the U.S. Trustee. This Order and the record relating to the Court’s consideration

of the Application shall not prejudice or otherwise affect the rights of the U.S. Trustee to challenge

the reasonableness of Moelis’ compensation and expense reimbursements under sections 330 and

331 of the Bankruptcy Code. Accordingly, nothing in this Order or the record shall constitute a

finding of fact or conclusion of law binding on the U.S. Trustee, on appeal or otherwise, with

respect to the reasonableness of Moelis’ compensation.

8. The indemnification, contribution, and reimbursement provisions included

in Annex A to the Engagement Letter are approved, subject during the pendency of these cases to

the following modifications:

a. Moelis shall not be entitled to indemnification, contribution, or reimbursement pursuant to the Engagement Letter, unless the indemnification, contribution, or reimbursement is approved by the Court.

b. Notwithstanding any provision of the Engagement Letter to the contrary, the Debtors shall have no obligation to indemnify any Indemnified Person, or provide contribution or reimbursement to any Indemnified Person, for any claim or expense that is either: (i) judicially determined (the determination having become final) to have arisen from the Indemnified Person’s gross negligence, willful misconduct, bad faith, or self-dealing to which the Debtors have not consented; (ii) for a contractual dispute in which the Debtors allege breach of the Indemnified Person’s obligations to maintain the confidentiality of non-public information, unless the Court determines that indemnification, contribution, or reimbursement would be permissible pursuant to In re United Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003); or (iii) settled without the Debtors’ consent prior to a judicial determination as to the Indemnified Person’s gross negligence, willful


6 RLF1 21160551v.1

misconduct, bad faith, or unconsented self-dealing, but determined by this Court, after notice and a hearing, to be a claim or expense for which such Indemnified Person should not receive indemnity, contribution, or reimbursement under the terms of the Engagement Letter, as modified by this Order. If, before the earlier of: (i) the entry of an order confirming a chapter 11 plan in these cases (that order having become a final order no longer subject to appeal); and (ii) the entry of an order closing these chapter 11 cases, any Indemnified Person believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors’ indemnification, contribution, and/or reimbursement obligations under the Engagement Letter (as modified by this Order), including, without limitation, the advancement of defense costs, such Indemnified Person must file an application therefor in this Court, and the Debtors may not pay any such amounts to the Indemnified Person before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses for indemnification, contribution, and/or reimbursement by any Indemnified Persons, and not a provision limiting the duration of the Debtors’ obligation to indemnify, or make contributions or reimbursements to, the Indemnified Persons. All parties in interest shall retain the right to object to any demand by any Indemnified Person for indemnification, contribution, and/or reimbursement. Any limitations on any amounts to be contributed by the parties to the Engagement Letter shall be eliminated. The Indemnified Persons shall retain any rights they may have to contribution at common law.

9. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h),

7062, or 9014, the terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

10. To the extent that there may be any inconsistency between the terms of the

Application, the Engagement Letter, and this Order, the terms of this Order shall govern.

11. Notice of the Application as provided therein shall be deemed good and

sufficient notice of such Application and the requirements of Bankruptcy Rule 6004(a) and the

Local Rules are satisfied by such notice.

12. The Debtors are authorized to take all actions necessary to effectuate the

relief granted in this Order in accordance with the Application.


7 RLF1 21160551v.1

13. This Court shall retain jurisdiction with respect to all matters arising from

or related to the implementation or interpretation of this Order.


US-DOCS\106233446.7RLF1 21160551v.1

Exhibit 1

Engagement Letter


US-DOCS\106233446.7RLF1 21160551v.1

Exhibit B

Jamal Declaration


US-DOCS\106233446.7RLF1 21160551v.1


) In re: ) Chapter 11 ) HEXION HOLDINGS LLC, et al.,1 ) Case No. 19-10684 (KG) ) Debtors. ) (Jointly Administered) )

DECLARATION OF ZUL JAMAL IN SUPPORT OF THE DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE EMPLOYMENT AND RETENTION OF MOELIS & COMPANY LLC AS INVESTMENT BANKER AND FINANCIAL ADVISOR FOR THE DEBTORS AND DEBTORS IN POSSESSION, EFFECTIVE NUNC PRO TUNC TO THE

PETITION DATE, AND WAIVING CERTAIN INFORMATION REQUIREMENTS IMPOSED BY LOCAL RULE 2016-2, AND (II) GRANTING RELATED RELIEF

I, Zul Jamal, being duly sworn, state the following under penalty of perjury.

1. I am a Managing Director of Moelis & Company LLC (“Moelis”). I am

duly authorized to make this declaration (the “Declaration”) on behalf of Moelis and submit this

Declaration in accordance with sections 327(a) and 328(a) of title 11 of the United States Code,

11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) and rules 2014(a) and 5002 of the Federal Rules

of Bankruptcy Procedure (the “Bankruptcy Rules”) in connection with the application

(the “Application”) of the above-captioned debtors and debtors in possession (collectively,

the “Debtors”), seeking an order approving the retention of Moelis as investment banker and



2 RLF1 21160551v.1

financial advisor, pursuant to sections 327(a) and 328(a) of the Bankruptcy Code and effective as

of the Petition Date.2

2. Except as otherwise indicated, all statements in this Declaration are based

on my personal knowledge of Moelis’ engagement with the Debtors, my discussions with other

members of the Moelis team and the Debtors’ other advisors, my review of relevant documents,

and/or my opinion based upon my experience. If called to testify, I could and would testify to each

of the facts set forth herein based on such personal knowledge, discussions, review of documents,

and/or opinion. To the extent that any information disclosed herein requires subsequent

amendment or modification upon Moelis’ completion of further analysis or as additional creditor

information becomes available to it, one or more supplemental declarations will be submitted to

the court reflecting the same.

MOELIS’ QUALIFICATIONS

3. I believe that Moelis and the professionals it employs are uniquely qualified

to advise the Debtors in the matters for which Moelis is proposed to be employed.

4. Moelis is an investment banking firm with its principal office located at 399

Park Avenue, 5th Floor, New York, New York 10022. Moelis is a registered broker-dealer with

the United States Securities and Exchange Commission and is a member of the Financial Industry

Regulatory Authority. Moelis was founded in 2007 and is a wholly owned subsidiary of Moelis

& Company Group LP. Moelis & Company Group LP, together with its subsidiaries, has

approximately 840 employees based in 15 offices in North and South America, Europe, the Middle

2 Capitalized terms used but otherwise not defined herein shall have the meanings ascribed to them in the Application.


3 RLF1 21160551v.1

East and Asia. Moelis & Company Group LP is a subsidiary of Moelis & Company, a public

company listed on the New York Stock Exchange.

5. Moelis provides a broad range of investment banking and financial advisory

services to its clients, including: (a) general corporate finance; (b) mergers, acquisitions, and

divestitures; (c) corporate restructurings; (d) special committee assignments; and (e) capital

raising. Moelis and its senior professionals have extensive experience in the reorganization and

restructuring of distressed companies, both out-of-court and in chapter 11 cases. Moelis’ business

reorganization professionals have served as investment bankers and financial advisors in numerous

cases, including: In re iHeartMedia, Inc., No. 18-31274 (MI) (Bankr. S.D. Tex. July 24, 2018); In

re Global A&T Electronics Ltd, Case No. 17-23931 (RDD) (Bankr. S.D.N.Y. Feb. 26, 2018); In

re Toys “R” US, Inc., Case No. 17-34665 (KLP) (Bankr. E.D. Va. Nov. 21, 2017); In re TK

Holdings, Inc., Case No. 17-11375 (Bankr. D. Del. Aug. 30, 2017); In re Basic Energy Services,

Inc., Case No. 16-12320 (KJC) (Bankr. D. Del. Nov. 17, 2016); In re Allied Nevada Gold Corp.,

No. 15-10503 (MFW) (Bankr. D. Del. April 15, 2015); In re ITR Concession Co. LLC, No. 14-

34284 (Bankr. N.D. Ill. Oct. 28, 2014); In re MPM Silicones, LLC, Case No. 14-22503 (RDD)

(Bankr. S.D.N.Y. May 16, 2014); In re GSE Envt’l, Inc., No. 14-11126 (MFW) (Bankr. D. Del.

May 30, 2014); In re MACH Gen, LLC, No. 14-10461 (MFW) (Bankr. D. Del. Apr. 11, 2014); In

re Sorenson Commc’ns, Inc., No. 14-10454 (BLS) (Bankr. D. Del. Mar. 25, 2014); In re Cengage

Learning, Inc., No. 13-44106 (ESS) (Bankr. E.D.N.Y. Sept. 13, 2013); In re OSH 1 Liquidating

Corp. f/k/a Orchard Supply Hardware Stores Corp., No. 13-11565 (CSS) (Bankr. D. Del. July 15,

2013); In re Revel AC, Inc., No. 13-16253 (JHW) (Bankr. D.N.J. Apr. 17, 2013); In re AMF

Bowling Worldwide, Inc., No. 12-36495 (KRH) (Bankr. E.D. Va. Dec. 20, 2012); In re Residential

Capital, LLC, No. 12-12020 (MG) (Bankr. S.D.N.Y. Aug. 30, 2012); In re AMR Corp.,


4 RLF1 21160551v.1

No. 11-15463 (SHL) (Bankr. S.D.N.Y. Mar. 7, 2012); In re NewPage Corp., No. 11-12804 (KG)

(Bankr. D. Del. Dec. 27, 2011); In re Gen. Maritime Corp., No. 11-15285 (MG) (Bankr. S.D.N.Y.

Dec. 15, 2011); In re Jackson Hewitt Tax Serv., Inc., No. 11-11587 (MFW) (Bankr. D. Del. June

30, 2011); In re Appleseed’s Intermediate Holdings LLC, No. 11-10160 (KG) (Bankr. D. Del.

Feb. 23, 2011); In re Innkeepers USA Trust, No. 10-13800 (SCC) (Bankr. S.D.N.Y. Aug. 12,

2010); In re Almatis B.V., No. 10-12308 (MG) (Bankr. S.D.N.Y. June 9, 2010); In re Atrium Corp.,

No. 10-10150 (BLS) (Bankr. D. Del. Mar. 17, 2010); In re Int’l Aluminum Corp., No. 10-10003

(MFW) (Bankr. D. Del. Jan. 27, 2010).3

6. The Debtors have selected Moelis as their investment banker and financial

advisor based upon, among other things: (a) the Debtors’ need to retain a skilled financial advisory

and investment banking firm to provide advice with respect to the Debtors’ complex restructuring

activities; (b) Moelis’ extensive experience and excellent reputation in providing investment

banking and financial advisory services in complex chapter 11 cases such as these; and (c) Moelis’

extensive knowledge of the Debtors, as described below. In light of the size and complexity of

these chapter 11 cases, Moelis’ resources, capabilities, and experience are crucial to the Debtors’

successful restructuring. An experienced investment banker and financial advisor such as Moelis

fulfills a critical need that complements the services offered by the Debtors’ other restructuring

professionals. For these reasons, the Debtors require the services of a capable and experienced

investment banker and financial advisor such as Moelis.

7. Moelis has been advising the Debtors on strategic and restructuring

initiatives since November 2018. On March 20, 2019, Moelis and the Debtors entered into the

3 Because of the voluminous nature of the orders cited herein, such orders are not attached to this Declaration. Copies of these orders are available upon request of the Debtors’ proposed counsel.


5 RLF1 21160551v.1

Engagement Letter whereby Moelis agreed to act as the Debtors’ exclusive investment banker and

financial advisor in connection with the proposed Restructuring.

8. As a result of its work with the Debtors, Moelis has developed valuable

institutional knowledge regarding the Debtors’ businesses, financial affairs, operations, capital

structure, and other material information. Having worked with the Debtors’ management and their

other advisors, Moelis has developed relevant experience and expertise regarding the Debtors that

will assist it in providing effective and efficient services in these chapter 11 cases. Accordingly, I

believe Moelis is well-qualified to represent them in a cost-effective, efficient, and timely manner,

and the employment and retention of Moelis is in the best interests of the Debtors, their creditors,

and all parties in interest.

SERVICES TO BE PROVIDED

9. As of November 19, 2018, Moelis commenced its engagement with the

Debtors to provide investment banking and financial advisory advice to the Debtors in connection

with the proposed Restructuring. Moelis was engaged by the Debtors to provide investment

banking and financial advisory advice under terms consistent with those defined in the

Engagement Letter. The terms and conditions of the Engagement Letter were the result of

significant discussions and negotiations between Moelis and the Debtors, and they reflect the

parties’ mutual agreement as to the substantial efforts that will be required in this engagement. The

employment of Moelis also is necessary to enable the Debtors to execute their duties as debtors in

possession and to effect their reorganization efforts.


6 RLF1 21160551v.1

10. Throughout Moelis’ engagement, Moelis has provided the following

services, among others, to the Debtors in connection with their restructuring efforts and will

continue to provide such services during these chapter 11 cases at the request of the Debtors:4

a. assisting the Debtors in reviewing and analyzing the Company’s results of operations, financial conditions and business plan;

b. assisting the Debtors in reviewing and analyzing any potential and analyzing any potential Restructuring or Capital Transaction;

c. assisting the Company in negotiating any Restructuring or Capital Transaction;

d. advising on the terms of securities it offers in any potential Capital Transaction;

e. advising on the preparation of an information memorandum (“Information Memo”) for a potential Capital Transaction;

f. assisting the Company in contacting potential purchasers of a Capital Transaction (“Purchasers”) that Moelis, Latham and/or the Company agree are appropriate, and meeting with and providing Purchasers with the Information Memo and such additional information about the Company’s assets, properties or businesses that is acceptable to the Company, subject to customary business confidentiality agreements;

g. providing testimony concerning any of the subjects encompassed by the services set forth in Section 1 of the Engagement Letter; and

h. providing such other investment banking and financial advisory services in connection with a Restructuring or Capital Transaction as Moelis and the Company may mutually agree upon.

11. If the Debtors request that Moelis perform services not contemplated by the

Engagement Letter, Moelis and the Debtors will agree, in writing, on the terms for such services,

4 The content of the Engagement Letter described herein reflect a summary. If there is any conflict between this summary and the Engagement Letter, the Engagement Letter will control.


7 RLF1 21160551v.1

including reasonable costs and documented expenses related thereto, and seek the Court’s

supplemental approval thereof.

PROFESSIONAL COMPENSATION

12. Moelis’ decision to advise and assist the Debtors in connection with these

chapter 11 cases is subject to its ability to be retained in accordance with the terms of the

Engagement Letter pursuant to section 328(a), and not section 330, of the Bankruptcy Code.

13. As set forth more fully in the Engagement Letter, Moelis will be

compensated as follows (the “Fee Structure”):

a. Monthly Fee: a fee of $200,000 per month (the “Monthly Fee”), payable in advance of each month; provided, however, that 50.0% of all Monthly Fees paid after the seventh (7th) full Monthly Fee has been paid will be credited against any Restructuring Fee. The Debtors paid the first Monthly Fee immediately upon the execution of the Engagement Letter,5 and will pay all subsequent Monthly Fees prior to each monthly anniversary of the date of the Engagement Letter. Whether or not a Restructuring or Capital Transaction occurs, Moelis will earn and be paid the Monthly Fee every month during the term of the Engagement Letter.

b. Restructuring Fee: at the closing of a Restructuring, a one-time fee (the “Restructuring Fee”) of $7,500,000.

c. Pre-Pack Restructuring Fee6: In connection with a Restructuring that is consummated in connection with a prepackaged or prenegotiated plan of reorganization, Moelis will earn an additional fee (the “Pre-Pack Restructuring Fee”) equal to $3,500,000. The Pre-Pack Restructuring Fee will not be earned if the Restructuring is effectuated through a chapter 11 plan that is not pre-packaged or pre-negotiated prior to the filing of a Bankruptcy Case.

d. Capital Transaction Fee: at the closing of a Capital Transaction, a non-refundable cash fee (the “Capital Transaction Fee”) of: (a) 3% of the

5 Moelis was paid on March 22, 2019 for Monthly Fees and expenses incurred from November 19, 2018 through March 2019 as well as an expense advance of $25,000 that will be applied against any pre-petition and post-petition expenses incurred.

6 The Pre-Pack Restructuring fee is applicable to the Debtors’ cases to the extent the plan of reorganization that is consummated is consistent with the restructuring support agreement (“RSA”) that was executed by the Debtors and certain creditors prior to the filing of the Debtors’ cases.


8 RLF1 21160551v.1

aggregate gross amount or face value of capital Raised (as defined in the Engagement Letter) in the Capital Transaction (other than from Apollo Global Management, LLC) as equity, equity-linked interests, options, warrants or other rights to acquire equity interests, plus (b) 2% of the aggregate gross amount of unsecured and second lien debt obligations and other interests Raised in the Capital Transaction (other than from Apollo Global Management, LLC), plus (c) 1% of the aggregate gross amount of secured debt obligations and other interests Raised in the Capital Transaction (other than from Apollo Global Management, LLC); provided, that, in no event shall the Capital Transaction Fees exceed, in the aggregate, $6,500,000. The Restructuring Fee will not be reduced by any Capital Transaction Fees that are earned and payable to Moelis. In the event that the Debtors pursue a Capital Transaction that is not contemplated by the RSA, the Debtors will negotiate an appropriate fee with Moelis for such a Capital Transaction.

14. The Engagement Letter provides that if, at any time prior to the end of the

12 months following the expiration or termination of the Engagement Letter (the “Tail Period”),

(a) the Debtors consummate any Restructuring or Capital Transaction or enter into an agreement

or a plan of reorganization or liquidation regarding a Restructuring or Capital Transaction and a

Restructuring or Capital Transaction is subsequently consummated, then the Company (or its

bankruptcy estates) will pay Moelis the applicable Restructuring Fee, Pre-Pack Restructuring Fee,

and Capital Transaction Fee(s) immediately upon the closing of each such Transaction(s). The

Tail Period ends 12 months following the expiration or termination of this agreement.

15. In addition to any fees payable to Moelis, whether or not the Debtors

consummate a Restructuring or Capital Transaction, the Company will reimburse Moelis for all of

its expenses as they are incurred in entering into and performing services pursuant to the

Engagement Letter, including the costs of its legal counsel. In connection therewith, the Debtors

paid Moelis upon execution of the Engagement Letter and maintained thereafter a $25,000 expense

advance, the unused portion of which Moelis shall return to the Debtors following termination of

the Engagement Letter. Moelis agreed to provide the Debtors with reasonable support for its

expenses at the Debtors’ request or at the Bankruptcy Court’s direction. Moelis intends to apply


9 RLF1 21160551v.1

for compensation for professional services rendered and reimbursement of expenses incurred in

connection with these chapter 11 cases, subject to the Court’s approval and in compliance with

applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S.

Trustee Guidelines, and any other applicable procedures and orders of the Court, including any

order approving this Application (to the extent compliance is not waived) and consistent with the

proposed compensation set forth in the Engagement Letter.

16. Moelis will maintain records in support of any actual, necessary costs and

expenses incurred in connection with the rendering of its services in these chapter 11 cases.

However, because: (a) it is not the general practice of investment banking firms such as Moelis to

keep detailed time records similar to those customarily kept by attorneys; (b) Moelis does not

ordinarily keep time records on a “project category” basis; and (c) Moelis’ compensation is based

on a fixed Monthly Fee and fixed transaction fees, Moelis respectfully requests that only Moelis’

restructuring professionals be required to maintain records (in summary format) of the services

rendered for the Debtors, including summary descriptions of those services, the approximate time

expended in providing those services (in hourly increments), and the identity of the restructuring

professionals who provided those services. Moelis will present such records to the Court in its fee

application(s). Moreover, Moelis has requested that Moelis’ restructuring professionals not be

required to keep time records on a “project category” basis, that its non-restructuring professionals

and personnel in administrative departments (including legal) not be required to maintain any time

records, and that it not be required to provide or conform to any schedule of hourly rates. To the

extent that Moelis would otherwise be required to submit more detailed time records for its

professionals by the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the U.S. Trustee


10 RLF1 21160551v.1

Guidelines, or other applicable procedures and orders of the Court, Moelis has requested in the

Application that this Court waive such requirements.

17. I believe the Fee Structure is consistent with, and typical of, compensation

arrangements entered into by Moelis and other comparable firms in connection with the rendering

of similar services under similar circumstances, both in and out of bankruptcy proceedings. I also

believe that the Fee Structure reflects a balance between a fixed, monthly fee, and a contingency

amount, which is tied to the consummation and closing of the transactions and services

contemplated by the Debtors and Moelis in the Engagement Letter. After discussions and

arm’s-length negotiations with the Debtors, I believe that the Fee Structure is in fact reasonable,

market-based, and designed to compensate Moelis fairly for its work.

18. I understand that Moelis’ strategic and financial expertise, as well as its

capital markets knowledge, financing skills, and restructuring capabilities, some or all of which

has and will be required by the Debtors during the term of Moelis’ engagement, were important

factors to the Debtors in determining the Fee Structure. I believe that the ultimate benefits of

Moelis’ services hereunder cannot be measured by reference to the number of hours to be expended

by Moelis’ professionals in the performance of such services. The Debtors and Moelis agreed

upon the Fee Structure in anticipation that a substantial commitment of professional time and effort

would be required of Moelis and in light of the fact that (a) such commitment could have and may

still foreclose other opportunities for Moelis and (b) the actual time and commitment required of


11 RLF1 21160551v.1

Moelis and its professionals to perform the Restructuring Services may vary substantially from

week to week and month to month, creating “peak load” issues for Moelis.

19. Prior to the Petition Date the Debtors paid Moelis $1,000,000 for fees

and $30,119.80 for reimbursement of expenses7 (incurred since November 19, 2018) during

the 90-day period before the Petition Date. As of the Petition Date, I believe the Debtors are

current with respect to their obligations to Moelis under the Engagement Letter.

INDEMNIFICATION

20. As part of the overall compensation payable to Moelis under the terms

of the Engagement Letter, the Debtors have agreed to certain indemnification, contribution

and reimbursement obligations, set forth in Annex A to the Engagement Letter

(the “Indemnification Agreement”). The Indemnification Agreement provides that the

Debtors will indemnify and hold harmless Moelis, its affiliates and their respective current

and former directors, officers, partners, managers, agents, representatives, or employees

(each, an “Indemnified Person,” and collectively, the “Indemnified Persons”) from and

against Losses (as defined below) incurred by an Indemnified Person in connection with

Moelis’ engagement, except for any Losses to the extent such Losses are finally judicially

determined to have resulted primarily from the bad faith or gross negligence of such Indemnified

Person. The Debtors will reimburse such Indemnified Person for the reasonable out-of-pocket

costs and expenses (including counsel fees) of investigating, preparing for and responding to any

Action (as defined in the Indemnification Agreement) or enforcing the agreement, as they are

incurred. The Debtors will also indemnify and hold harmless any Indemnified Person from and

7 Moelis was also paid an expense advance of $25,000 that will be applied against any pre-petition and post-petition expenses incurred.


12 RLF1 21160551v.1

against, and the Debtors each agrees that no Indemnified Person shall have any liability to the

Debtors or its affiliates, or their respective owners, directors, officers, employees, security holders

or creditors for, any losses, claims, damages, expenses or liabilities (collectively, “Losses”) (A)(i)

related to the Debtors’ actions or omissions (or the actions or omissions of the Debtors’ officers,

directors, employees and agents other than Moelis) in connection with the agreement or the matters

referred to herein), or (ii) related to or arising out of oral or written statements or omissions made

or information provided by the Debtors or its agents in connection with the agreement or the

matters referred to herein (including, without limitation, the Information Memo and any other

information provided by or on behalf of the Debtors to any purchaser or seller of a security in any

transaction contemplated by the agreement), or (B) otherwise arising out of, related to or in

connection with this agreement or Moelis’ performance under the Engagement Letter or any other

services or advice the Debtors requests any Indemnified Person to provide (in each case, including

prior to the date of the Engagement Letter), except that clause (B) shall not apply to Losses to the

extent such Losses are finally judicially determined to have resulted primarily from the bad faith

or gross negligence of such Indemnified Person.

21. I believe that the Indemnification Provisions are customary and reasonable

terms of consideration for investment bankers and financial advisors such as Moelis in connection

with in-court and out-of-court restructuring activities. Moelis negotiated the Engagement Letter,

including the Indemnification Provisions, with the Debtors at arm’s-length.

NO DUPLICATION OF SERVICES

22. I believe that the services Moelis provides to the Debtors will not duplicate

the services that other professionals will be providing to the Debtors in these chapter 11 cases.

Specifically, Moelis will carry out unique functions and will use reasonable efforts to coordinate


13 RLF1 21160551v.1

with the Debtors and their professionals retained in these chapter 11 cases to avoid the unnecessary

duplication of services.

MOELIS’ DISINTERESTEDNESS

23. Moelis has undertaken to determine whether it has any conflicts or other

relationships that might cause it not to be eligible for employment by the Debtors in these cases.

Specifically, Moelis obtained from the Debtors the names of individuals and entities that may be

parties in interest in these cases. Moelis then (a) researched its internal records to determine

whether Moelis has any connections with the Debtors and the parties listed on Schedule 1 attached

hereto (the “Potential Parties in Interest”); and (b) issued a general inquiry to certain of its

officers with respect to the Debtors and certain Potential Parties in Interest.

24. Based on the foregoing inquiry, other than in connection with this

engagement and as otherwise disclosed herein, Moelis has no relationships or connections with

the Debtors of which I am aware. In particular, to the best of my knowledge, information, and

belief, neither I, Moelis, nor any of its professionals:

a. is a creditor, equity security holder, or insider of the Debtors;

b. is or has been within two years before the Petition Date, a director, officer, or employee of the Debtors; or

c. has any interest materially adverse to the interests of the Debtors’ estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason.

Accordingly, I believe Moelis is a “disinterested person” as that term is defined in section 101(14)

of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtors or their

estates.


14 RLF1 21160551v.1

25. Neither I nor any of the Moelis professionals who will provide services for

the Debtors is related to any Judge of this Court, the U.S. Trustee, or Assistant U.S. Trustee for

this District, or the U.S. Trustee trial attorney assigned to these chapter 11 cases.

26. To the extent that I have been able to ascertain to date that Moelis has been

engaged within the last two years or is currently engaged by any of the Potential Parties in Interest

(or their affiliates, as the case may be) in matters unrelated to these cases, such facts are disclosed

on Schedule 2 attached hereto. Schedule 2 also sets forth certain other relationships Moelis has

with certain Potential Parties in Interest. In addition to the facts disclosed on Schedule 2, Moelis

may in the future be engaged by parties that are or may become parties in interest in these cases.

As these cases progress, new parties may become parties in interest in these cases and similarly,

Moelis may have been engaged, may be currently engaged, and may in the future be engaged by

such new parties in interest in matters unrelated to these chapter 11 cases. Also, Moelis may have

engaged or had mutual clients with, may currently engage or have mutual clients with, and may in

the future engage or have mutual clients with certain law firms, financial advisors, accounting

firms, and other professionals that are Potential Parties in Interest or may become parties in

interest, all in matters unrelated to these cases. In addition, Moelis may have also been engaged

by, be currently engaged by, or in the future be engaged by persons who are creditors or

shareholders of the Debtors, otherwise have a business relationship with the Debtors, or who are

competitors or customers of the Debtors. Potential Parties in Interest, persons that may become

parties in interest in these cases, and persons that have business relationships with the Debtors, are

competitors of the Debtors, or that are customers of the Debtors may be: (a) parties in interest in

other bankruptcy cases where Moelis is acting as investment banker or financial advisor to the

debtors or to other parties in interest therein; or (b) may be affiliates of or creditors of persons who


15 RLF1 21160551v.1

Moelis may have been engaged, is currently engaged, or may in the future be engaged by. In the

ordinary course of its business, Moelis may also purchase services or products from Potential

Parties in Interest and other persons that are or may become parties in interest in these chapter 11

cases.

27. Given the large number of parties in interest in these chapter 11 cases,

despite the efforts described above to identify and disclose Moelis’ relationships with parties in

interest in these chapter 11 cases, Moelis is unable to state with certainty that every client

relationship or other connection has been disclosed. In particular, among other things, Moelis may

have relationships with persons who are beneficial owners of parties in interest and persons whose

beneficial owners include parties in interest or persons who otherwise have relationships with

parties in interest. Moreover, Moelis’ employees may have relationships with Potential Parties in

Interest, persons that may become parties in interest in these cases, and/or persons that have

business relationships with the Debtors, are competitors of the Debtors, or that are customers of

the Debtors. Continued inquiry will be made following the filing of the Application, on a periodic

basis, with additional disclosures to this Court if necessary or otherwise appropriate.

28. Moelis’ parent company, Moelis & Company Group LP, is a subsidiary of

Moelis & Company, a public company listed on the NYSE. Moelis & Company is controlled by

Kenneth Moelis. Mr. Moelis also controls a separate private company, Moelis Asset Management

LP (Moelis Asset Management). Moelis Asset Management is operated separately from the public

company Moelis & Company and its subsidiaries, including Moelis. The executive officers of

Moelis & Company are different from the executive officers of Moelis Asset Management.

29. Moelis Asset Management is an asset management holding company which

holds interests in various funds, including private equity, credit investments, direct lending and


16 RLF1 21160551v.1

collateralized loan obligations funds. These funds may hold investment positions in various

entities from time-to-time, some of which may be parties in interest in these chapter 11 cases.

Moelis Asset Management and its subsidiaries are operated through separate legal and operating

entities from Moelis. Moelis and Moelis Asset Management and its subsidiaries are separated by

a compliance information barrier that prevents (a) a Moelis employee from disclosing non-public

information concerning the Debtors or these cases to any employee of Moelis Asset Management

or its subsidiaries, and (b) an employee of Moelis Asset Management or its subsidiaries from

disclosing non-public information concerning an investment of Moelis Asset Management or its

subsidiaries to a Moelis employee. No employees of Moelis Asset Management and its

subsidiaries will work on these cases, and Moelis employees working on these cases have no

involvement in the investment decisions of Moelis Asset Management or its subsidiaries. Based

on the business separation and compliance information barriers referred to above, I do not believe

that the investment activities of Moelis Asset Management or its subsidiaries constitute a conflict

of interest that would disqualify Moelis from providing services described in the Engagement

Letter.

30. To the best of my knowledge, information, and belief, some of Moelis’

present and future employees may have, or may in the future have, personal investments in funds

or other investment vehicles over whose investment decisions such employees have no input or

control. Such entities may have made, or may in the future make, investments in the claims or

securities of the Debtors, or those of their creditors or other parties in interest in these chapter 11

cases.

31. Moelis will not share any compensation to be paid by the Debtors in

connection with services to be performed after the Petition Date with any other person, other than


17 RLF1 21160551v.1

other principals and employees of Moelis, to the extent permitted by section 504 of the Bankruptcy

Code. In the ordinary course of its business, Moelis regularly retains the services of senior advisors

with specific industry or other expertise to supplement the investment banking and financial

advisory services offered by Moelis’ regular employees to Moelis’ clients. Upon Moelis’

engagement on a particular assignment, one such senior advisor may be assigned to assist the other

Moelis professionals for such engagement. Such advisor acts under the management of the Moelis

Managing Director who retains the lead role and primary responsibility for such assignment. The

fees and expenses of such senior advisor are paid solely by Moelis. The Debtors submit that such

senior advisors are regular associates of Moelis within the meaning of section 504 of the

Bankruptcy Code.

[Remainder of page intentionally left blank.]


US-DOCS\106233446.7RLF1 21160551v.1

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true

and correct.

Executed on April 24, 2019 By: /s/ Zul Jamal New York, New York Zul Jamal Managing Director Moelis & Company LLC


US-DOCS\106233446.7RLF1 21160551v.1

Schedule 1

Interested Parties


US-DOCS\106233446.7RLF1 21160551v.1

(a) Debtors, Subsidiaries and Affiliated Entities

Hexion Holdings LLC Hexion LLC Hexion Inc. Hexion Investments Inc. Hexion HSM Holdings LLC Lawter International Inc. Hexion International Inc. Hexion CI Holding Company (China) LLC Hexion Deer Park LLC

Borden Chemical Foundry, LLC NL Coop Holdings LLC Hexion Nimbus Inc. Hexion Nimbus Asset Holdings LLC Cuban-American Mercantile Corporation North American Sugar Industries Incorporated The West India Company Hexion 2 U.S. Finance Corp. Hexion Nova Scotia Finance, ULC

(b) Non-Debtor Entities

Hexion Canada Inc Hexion B.V. Hexion UK Limited Borden Chemical UK Limited Hexion GmbH Hexion Holding B.V. Resolution Research Nederland B.V. [Hexion Leuna GmbH & Co Kg]17 Hexion Europe B.V. Hexion Stanlow Limited Combined Composite Technologies Limited Borden International Holdings Limited Hexion IAR Holdings (HK) Limited Tianjin Hexion Specialty Chemicals Co., Ltd. Schekinoazot (Russia Rep Office) Hexion Shanxi Holdings Limited Hexion SARL Hexion Quimica S.A. Hexion Quimica S.A. [Colombia Branch] Hexion Holding Germany GmbH Hexion Holdings (China) Limited Hexion UV Coatings (Shanghai) Limited Hexion International Coöperatief U.A. Hexion International Holdings B.V. Hexion Specialty Chemicals Lda. Borden Chemical Holdings (Panama) S.A. Quimica Borden Argentina S.A. Borden Chemical Resinas, Panama, S.R.L. Hexion Quimica do Brasil Ltda. Danlinvest Holdings Ltda. Hexion Industria e Comercio de Epoxi Ltda. Hexion Quimica Uruguay S.A. Hexion Ontario Inc.

17 Entity name TBD.

Hexion Pty Ltd Hexion (N.Z.) Limited Hexion UK Holding Limited Borden Luxembourg S.a r.l. Borden Chemical Finance Limited Hexion UK Limited, Dutch Branch Hexion Australia General Partner Pty Ltd Hexion Australia Finance Pty Ltd Hexion Technology (Shanghai) Co., Ltd. Hexion Germany GmbH InfraTec Duisburg GmbH Hexion Korea Company Limited Hexion Oy Hexion Stuttgart GmbH Hexion Specialty Chemicals Iberica S.A. Hexion Italia S.r.l. Hexion Pernis Lease B.V. Dubai Rep Office of Hexion B.V. Hexion VAD B.V. Hexion Moerdijk Lease B.V. Hexion (Caojing) Limited Hexion Management (Shanghai) Co., Ltd. Hexion New Materials (Shanghai) Co., Ltd. Hexion Research Belgium SA Hexion Chemicals India Private Limited PT Hexion Lestari Nusantara Hexion Specialty Chemicals Barbastro S.A. Hexion Shchekinoazot OOO Hexion Singapore Pte. Ltd. Singapore (Japan Branch Office) Singapore (Taiwan Rep Office) Momentive Union Specialty Chemicals Limited Zhenjiang Momentive Union Specialty Chemicals Ltd.


2 RLF1 21160551v.1

(c) Affiliates and JVs

MicroBlend Colombia S.A.S. Sanwei Hexion Company Limited Momentive UV Coatings (Shanghai) Co. Ltd. Hexion Brazil Coöperatief U.A. Hexion Australia Pty Ltd. Hexion Australia Limited Partnership Liimaniemen Sahkoliittyma Oy Servicios Factoria Barbastro, S.A. Hexion Shchekinoazot Holding B.V. Azucar Holdings, LLC Borden Holdings, LLC (d) Current & Former Directors and Officers

George Ferry Knight III Mark D. Bidstrup Douglas A. Johns Craig A. Rogerson Joseph P. Bevilaqua Geoffrey A. Manna Marvin O. Schlanger Robert Kalsow-Ramos Samuel Feinstein Scott M. Kleinman William Joyce Lee C. Stewart John P. Auletto Paul Barletta Matthew Sokol Nathan E. Fisher (e) Major Equity Holders

AIF Hexion Holdings, LP AP Momentive Holdings, LLC Apollo Investment Fund VI, L.P. AIF Hexion Holdings II, L.P. ASF Radio, L.P. Geoffrey A. Manna Scott M. Kleinman Samuel Feinstein William H. Joyce Robert Kalsow-Ramos Jonathan D. Rich Marvin O. Schlanger Craig A. Rogerson George F. Knight


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Joseph P. Bevilaqua Nathan E. Fisher Douglas A. Johns Craig O. Morrison Kevin W. McGuire

(f) Trustees & Agents

Wilmington Trust, National Association Wilmington Trust Company Corporate Trust Office JPMorgan Chase Bank, N.A. JPMorgan Europe Limited (g) Insurers and Beneficiaries of any Guarantees or Performance Bonds

StarrTech/ACE Lloyds Affiliated FM Global Ins. Co. Navigators Ins. Co. "Navigators Ins. Co. (50% p/o 100%); XL (50% p/o 100%)" AIU WorldRisk (Ins. Co. of the State of PA) AIG Aviation (Commerce & Industry) Self-Insured Zurich American Insurance Co. Zurich American Insurance Co. Lexington (London) AIRCO Everest (London) CV Starr CV Starr (Bda) Scor Scor Channel Ltd Arch Bermuda Argo UK XL Catlin/Apollo/Chaucer Magna Carta Chubb (Bda) Chubb ACE American Insurance Company

Federal Ins. Co. (Chubb) National Union Fire Ins. Co. of Pittsburgh (AIG) Zurich American Insurance Company Axis Insurance Co. XL Specialty Ins. Co. QBE Insurance Corporation Freedom Specialty (Nationwide) ACE American Ins. Co. (Chubb) Illinois National Insurance Co (AIG) Axis Ins. Co. Indian Harbor Insurance Company Beazley Insurance Co. Landmark American Insurance Company Navigators Insurance Company AIG Aviation (Commerce & Industry) Zurich American Insurance Company Zurich American Insurance Company Self-Insured Zurich American Insurance Company Federal Ins. Co. (Chubb) National Union Fire Ins. Co. of Pittsburgh (AIG) National Union Fire Ins. Co. of Pittsburgh (AIG) Federal Ins. Co. (Chubb) Aon Risk Services Northeast Inc Aon Premium Finance LLC

(h) Landlords

180 East Broad LLC Caddo-Bossier Parishes Port Commission CBC Holdings LP New Park Row Center Ltd. Covestro LLC

Expedient Communications LLC (Continental Broadband Pennyslvania LLC) Flournoy-Calhoun Realtors Island Park Development, LLC Leveque Tower Master Tenant LLC


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Lvp 100 James LLC Meidinger Building Owner LLC Monsanto Co New Park Row Center Ltd.

Norfolk Southern Corp Shell Chemical LP Shell Chemical LP Tait Radio Communications

(i) Current and Former Bondholders

Aberdeen Standard Investments (U.S.) Aegon USA Investment Management, LLC AllianceBernstein, L.P. (U.S.) Altrius Capital Management, Inc. American Century Investment Management, Inc. Amundi Pioneer Asset Management, Inc. Arrowgrass Capital Partners (U.S.), L.P. Avenue Capital Management II, L.P. Bank of America Merrill Lynch Proprietary Trading Bank of Montreal Barclays Capital, Inc. Beach Point Capital Management, L.P. Benefit Street Partners, LLC BlackRock Advisors, LLC Blackstone Group L.P. BMO Asset Management, Inc. BNY Mellon Asset Management North America Corporation Boothbay Fund Management, LLC Brigade Capital Management, L.P. California State Teachers Retirement System Capital Research & Management Company (U.S.) Cedarview Capital Management, L.P. Citigroup Global Markets, Inc. Clark Capital Management Group, Inc. Clearstream Bank CQS (UK), LLP Credit Suisse Securities (USA), LLC Croatian Fraternal Union of America Cyrus Capital Partners, L.P. (U.S.) Davidson Kempner Capital Management, L.P. DBX Advisors, LLC DoubleLine Capital, L.P. DWS Investment Management Americas, Inc. Eaton Vance Management ED&F Man Capital Markets, Inc. Elliott Management Corporation Euroclear Bank Federated Investment Management Company Fidelity Management & Research Company First Trust Advisors, L.P. Garland Business Corporation

Geode Capital Management, LLC Global Credit Advisers, LLC GoldenTree Asset Management, L.P. (U.S.) Goldman Sachs Asset Management, L.P. (U.S.) GSO / Blackstone Debt Funds Management, LLC Hotchkis and Wiley Capital Management, LLC HSBC Securities (USA), Inc. Invesco Advisers, Inc. J.P. Morgan Investment Management, Inc. J.P. Morgan Securities, LLC Kingdon Capital Management, LLC KLS Diversified Asset Management, L.P. Latigo Partners, L.P. Loomis Sayles & Company, L.P. MAK Capital One, LLC Morgan Stanley Investment Management Inc. National Farm Life Insurance Company Nestor Investment Management SA Newfleet Asset Management, LLC NNIP Advisors B.V. Nomura Corporate Research and Asset Management, Inc. (U.S.) Nomura Securities International, Inc. Northern Trust Investments, Inc. Nuveen Asset Management, LLC O'Brien-Staley Partners OppenheimerFunds, Inc P. Schoenfeld Asset Management, L.P. Pacific Income Advisers, Inc. Pacific Life Fund Advisors, LLC Peritus I Asset Management, LLC PFA Asset Management A/S PGGM Vermogensbeheer B.V. PGIM, Inc. Phoenix Investment Adviser, LLC PIMCO - Pacific Investment Management Company PineBridge Investments, LLC PPM America, Inc. Principal Global Investors, LLC Protective Life Corporation (Asset Management) RBC Capital Markets, LLC


5 RLF1 21160551v.1

RBC Dominion Securities, Inc. Ryan Labs Asset Management, Inc. SEB Investment Management AB Semper Capital Management, L.P. SG Americas Securities, LLC Silver Rock Financial, LLC Sound Point Capital Management, L.P. South Dakota Investment Council Southern Financial Life Insurance Company "Southpaw Asset Management, L.P. " State Street Global Advisors (SSgA) Thrivent Asset Management, LLC

UBS Asset Management (Americas) Inc. UBS Securities, LLC (U.S.) USAA Asset Management Company Voya Investment Management, LLC Water Island Capital, LLC Wells Capital Management, Inc. Wells Fargo Securities, LLC Williamson Interests L.P. Wolverine Asset Management, LLC York Capital Management Global Advisors, LLC

(j) Current and Former ABL Lenders

JPMorgan Chase Bank, N.A. Citibank, N.A. Bank of America, N.A. Citizens Bank of Pennsylvania Credit Suisse AG, Cayman Islands Branch

Deutsche Bank AG New York Branch Goldman Sachs Bank USA Siemens Financial Services, Inc. Wells Fargo Bank, National Association

(k) Litigants

Edgar A. Aaron Albert T. Abadie Lucien Abba Willard Abbott C. Edward Abreo Winston A. Achee Milburn Achord Roger D. Acosta, Sr. Quincy L. Adams Jr. Ulysses Albritton Earl Allert, Sr. Alva W. Anding, Jr. Daniel R. Annison Wayne R. Archer Everlena C. Armstead Boyd Y. Ashford Henry Avara Ivy Babin, Sr. Danny K. Bailey Otis M. Baker, Sr. Edward F. Bannon Robert H. Barker, Sr. Gary Batiste Jocelyn Bell Curvin J. Berthelot Dudley J. Berthelot Charles P. Bilquist

Don J. Boe James E. Boyette Garvice E. Branch Larry Bill Brewer Dale J. Brignac Charles R. Brister Earl Brown Bryce Brunett Joseph A. Bryson Jr. Johnny Ray Burton Whitney G. Carmon Charles C. Casanova Russell J. Cavalier Robert L. Cook, Sr. Beverly L. Cooper Certice Corley, Jr. Patrick A. Cote James Courville Nelcome J. Courville Lennie Couvillion Curtis W. Daniels Marvin L. Davis Jerry W. DeGraw Donald Dieterich Emerson W. Dougherty Hershal Durand Scott H. Dyess


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Dolores Easley Sharon Davis Faulk Willie Finister Ettie Franks Carl C. Fultz, Jr. Salvadore M. Genusa Jessie Gilbert Russell K. Graham Theodore Graham Mary Lee Granade Carl Grotton Manetta Guidry Margie Bloune Guy Charles E. Harris Charles L. Harris Ernest Hart N.E. Hatchell Ronald Hawkins Paul Hernandez Carl Herring Warren D. Hotard Ellie Lee Hubbs Iola David Huffstetler Ray V. James Charles H. Johnson Memphis Johnson Nathan Johnson Clifton Joseph Emerson D. Kelley, Sr. Jewel C. Kelley, Sr. Person L. Kelson, Sr. Connie Lamons Sheila Lewis Ruby H. Loflin Andre Lomas Edgar Martin Melvin Martin Myer Jerome Martin Whitney Maurice Irma McAllister Calvin McKenzie Paul Dean McPherson Harold S. McQueen, Jr. Penny M. Mejido James R. Mire Lydia H. Moreau Alfred Morgan Vivian Nichols James E. Noble James Oliver William Mack Ory

Charles David Oswald, Sr. William D. Perkins Lula Dixon Picard Anthony J. Politz Johnnie C. Prestridge, Jr. Kathy Ramirez Ida B. Randall Arthur R. Reinninger Robert L. Richard Richard L. Ridings, Sr. Fredrick L. Roberts Marvin L. Roy Herbert J. Schneider, Sr. Johnny Shaffett Ralph V. Sibley Herman Simon Dorothy Smith Henry Spann Charles Steib Walton L. Stevens, Sr. Reggie Harvey Sullivan, Jr. Joseph Thibodeaux Thurmond U. Thompson, Jr. Jesse Ray Watts Bruce Weaver Jr. Inez S. Woo Guss Young John Brandt & Bonnie Brandt Robert Fahlbeck and Susan Fahlbeck Mazzoli Anthony John McLavy Nancy L. Wilcox Jane Schwartz Edward M. Sullivan and Veronica Sullivan Susi Lawrence Richard P. Wald Gary E. Waldheim David L. Willemssen Gay L. Henderson Robert Arseneau, Jr. Valerie Austin Nicole Baxter Louise Beecham Curtis D Benjamin Mary Bentley Geraldine Nixon Tamara Blum and Alan Bennett Terry Bodiford and Carolyn Bodiford Geraldine Bourgeois Robert D. Bowman Connie Melvin


7 RLF1 21160551v.1

Sandra K. Brown Larry C. Brown and Shirlene Brown Barbara J. Bryan Traci Phillips Judite Chagas Michelle Chapman Phyllis Coatney Soldoina Crespo Mary Hutchinson Cribb Duamel Vellon Sammy Davis Laura De La Cruz Ryan, Robin, and Dusty Decker Daniel Deneen Richard Dore Ruth Durrett Cynthia Eagle Eric Hansen Jack English Michael Eskut Jerry Evans Michael Farrell Linda Joseph Nora Adele Ferrell and Roy Ferrell Rina Ferrera-Reid Edward T Finazzo Johnnie and Phyllis Findley Michael Fleming Pamela P. Fode Joseph W. Foys and Gladys Foy Kathleen and Robert Garrison Gladys J. Garrison et al Stanley Geisler Billy Godfrey Salvador S. Gonzalez Tina C. Graham Dale W. Greer Charles and Myra Hammonds Linda Waterrose Barbara Harames Donald and Clara Harkreader Bonnie Harris William Harris, Jr. Victoria Dunkeson Frances and Steven Hearn Jacquie Hebert Alfred James Summers Charles Hester Janice Hickman and Walter Hickman Douglas Curry, Jr. John Hollingshead

Terri M. Deneen Charles R Hope Arra Jackson Peter Jacoby and Jean Jacoby Sheryl Johnston Clifton Johnson and Edna Johnson Toni R Code-Jones Cecelia and Thomas Jones Dorothy Kappers Dennis Kastner Jared S. Kavolchyck Joanne Kelsch Ferdinand Kirshberger and Marilyn Kirshberber John and Sheila Kraus William Kreuger William R. Laas Thelma Robinson-Lane Candace LaPlante William E. Levert Penny D. Greene Ernie L. Lewis Brenda and McGhee Lewis Wendy Liedtke Jane Lindstrom Arlene Linstrom Rebecca Lopez Bobbie Bishop Yvonne Mallett Val D and Carol S. Manning Janis Manns Valli Mark Bethany Diffenderfer Mary Lou Mauney Willie F. McCain Lauren M Smith Cathy Metcalf Cathy A. Miller Barbara Anderson Pauline Moses Gloria and Dan Moyle Thomas and Michael Mulcahey Samuel Murphy and Cindy Murphy David D. Nash Emma R. Nelson Sylvia Mari Lewis Mary Mason Ernest and Judith Nott Ashley E. O'Reilly Maria Del Refugio Ortiz and Laura Gonzalez Marcia Cremeans Tony Park


8 RLF1 21160551v.1

Fred Pope Tommy L. Perkins David Perry Ronald Pflueger Carole D. Christensen Saundra Poe Thomas Pry Robert and Patsy Pullium Doris Reams Linda Medlen David and Nancy Roach Willie Lockhart Addy Rogers Ruth Rutten et al Carl Saban June Sabat Georgia Sammons Wendy Williamson Jo Scaggs Kenneth and Laurie Seager Louis A. and Marilyn J. Serapiglia Debra Johnson Kennrth Slover Betty Smith Carol Soltys et al Dirk D. Spence Robert Hicks Cheryl Stroh Robert Suter Dianne Sydney Carol and Richard Taggart Judy Thomas Patricia Stitcher Vickie Trammell Beverly Ann Troxler Dixion David Vassar et al Beverly Veley Ruby Crayton-Washington, et al Velvet Hinson Douglas Weaver Lazelle Weda Michael Whitman Julian Williams

Patricia J. Wood Angela Woodcock William S. Fox Betty Smith Gary W. and Janet R. Stimson Donald Ponder Billy Cox DSM Desotech, Inc., and DSM I.P. Assets B.V. v. Momentive Specialty Chemicals Inc., and Momentive UV Coatings (Shanghai) Co., LTD Harima Tax Indemnification Claim against Hexion Inc. Shelia D. Keenum, Individually and as Personal Representative of the Estate of Wendell J Keenum v. E.I. du Pont de Nemours and Company, et al LP Tomahawk Product Contamination Claim Mektech Composites, Inc. v. Capital Resins Corporation, et al Tender of Defense to Hexion for Certain Property Damage Claims made by MultiCoat Corporation against P.T. Hutchins Company Angeles Chemical Company Inc., et al. v. Omega Chemical PRP Group LLC, et al.(2) Occidental Chemical Corporation v. 21st Century Fox America, Inc., et al.(2) E. Jane Price, Individually and as Executrix of the Estate of Robert G. Price v. Sistersville Tank Works, Inc., et al PVS Chloralkali, Inc. v. Hexion Inc. Trinity Industries Leasing Company v. Hexion Inc. Kenneth Vian v. Plastic Engineering Company, et al Robert L. Huval v. 3M Company, et al Shannon Franco, et al v. Cornet Industries, Inc., Onodo Chemical Industry Co Ltd, Mitsui & Co Ltd, Mitsui & Co USA Inc., Borden Co, Borden Chemical Inc., Momentive Specialty Chemicals Inc., Florida Crushed Stone Co. Amy Grandberry - EEOC Ms. Aliesa Washington v. Hexion City of Columbus

(l) Professionals

AlixPartners LLP Latham & Watkins LLP Moelis & Company PricewaterhouseCoopers LLP Ernst & Young LLP Paul, Weiss, Rifkind, Wharton & Garrison LLP


9 RLF1 21160551v.1

Jones Day Milbank LLP Akin Gump Strauss Hauer & Feld, LLP Evercore Group L.L.C. Houlihan Lokey Richard case (m) Customers

3M Company Aeris Ind. E Com. De Equip. Ahlstrom Engine Filtration LLC Akzo Nobel Inc Allnex Usa Inc Arauco North America, Inc Arkema Grand Rapids Armstrong Flooring Inc Ashland Specialty Ingredients Axalta Coating Systems, LLC BAE Systems Baker Petrolite Barton Solvents Inc BASF Corporation Bemis Mfg Co Inc Boise Cascade Corp Boise Cascade Wood Products, LLC Borchers Americas Inc Brenntag Great Lakes LLC Brenntag Latin America Inc C T A Acoustics Incorporated Carboline Company CCC Chemical Distribution Inc Certainteed Corporation CF Industries Inc CF Industries Nitrogen LLC Clariant Corp Corrigan Osb, LLC Countertops Inc Covestro LLC Cytec Engineered Materials Del-Tin Fiber Durcon Incorporated Elantas Pdg Inc Emerald Forest Products Federal Mogul Fiberspar Line Pipe LLC Fiberteq LLC Formica Corporation GAF Materials Corporation Georgia Pacific Wood Products LLC Georgia-Pacific Panel Products LLC

HA International, LLC Hardel Mutual Plywood Corp Havco Wood Product Hempel USA Inc Henkel Surface Technologies Hi-Crush LMS LLC Huber Engineered Woods, LLC Hunt Forest Products Inc Huntsman Advanced Materials Huntsman Petrochemical Corporation Ineos Melamines Ineos Phenol Interplastic Corporation Johns Manville International Kao Specialties Americas LLC Liberty Oilfield Services Louisiana Pacific Corporation Mapei Canada Inc Plant Marshfield Door Systems Martco Partnership Matteson Ridolfi Inc Molded Fiberglass Monsanto Company Munzing North America LP Murphy EWD Murphy Plywood New England Resins & Pigments Nexeo Solutions LLC Nitto, Inc. Norbord Georgia Inc Norbord Minnesota Inc Norbord Mississippi Inc Norbord Texas (Jefferson) Inc Norbord Texas Nacogdoches Inc North American Composites Oasis Well Services LLC Owens Corning Sales, LLC Pacific Woodtech Peninsula Polymers Plastics Engineering Co Potlatch Corporation PPG Industries De Mexico S A De C V


10 RLF1 21160551v.1

PPG Industries, Inc Quietflex Manufacturing Roseburg Forest Products Sabic Innovative Plastics Saint Gobain Adfors America, Inc Schlumberger Technology Corp Sea-Land Chemical Sherwin-Williams Company SI Group Solvay Speciality Polymers Usa, LLC Stonhard Co Suddekor LLC Swiss Krono Sc LLC Tamko Building Products Inc TCR Industries Inc

Tessenderlo Kerley Timber Products Company TPI Iowa, LLC TPI Mexico LLC UGN, Inc. Unilin Flooring Nc LLC UOP Lld C/O Honeywell Int'l Valspar Corporation Vertellus Ag & Nutrition Spec LLC Walsh & Associates, Inc. Weyerhaeuser Nr Company Willamette Valley Company The Wilsonart LLC Winston Plywood & Veneer Xa Direct Dba Hexion Select

(n) Largest Unsecured Vendors

Southern Chemical Co Shell Chemical LP Cass Logistics Inc Ineos Us Intermediate Finance LLC Methanex Methanol Co LLC Blue Cube Operations LLC Altivia Petrochemicals LLC CF Industries Sales LLC Sumitomo Corp Of Americas Fidelity Advansix Inc. Cass Information Systems Inc OCI International Inc Dow Chemical USA Methanex Corp Agrium US Inc Exxonmobil Oil Corp Mitsubishi Gas Chemical America Inc OCI Melamine Americas Inc Cigna Healthcare Inc Koch Nitrogen International Sarl HA International LLC Comdata Inc Bank of America Dystar LP Univar USA Inc Hollyfrontier Refining & Marketing LLC Axiall LLC BASF Corp Wanhua Chemical (America) Co Ltd Mitsubishi International Corp Waxian International LLC Ineos Oxide LLC

Accenture LLP Union Pacific Railroad Occidental Chemical Cornerstone Chemical Co IFC North America Inc Huntsman Petrochemical LLC PricewaterhouseCoopers LLP U S Customs & Border Protection Microsoft Corp Greif Inc BDP International Inc Coronet Industries Inc Turner Industries Group LLC Sap America Inc HSA Bank Koch Fertilizer, LLC Kirby Inland Marine Medco Health Solutions Inc Foremark Performance Chemicals Inc BNSF Railway Company Schuetz Container Systems Inc Franklin International Universal Plant Services Inc Anhui Xinyuan Chemical Co Ltd Nexeo Solutions LLC Union Tank Car Co CHS Inc JM Catalysts PCT DHL Supply Chain Dana Transport Inc PCS Sales (USA) Inc Apollo Management Co LP Arnette Polymers LLC


11 RLF1 21160551v.1

Tosoh Specialty Chemicals Usa Inc Exxon Mobil Chemical Co Angus Chemical Co Ryan LLC 180 East Broad LLC Rohm And Haas Chemicals LLC Covestro LLC Ingevity Corp JBS Usa Food Co Sherman Brothers Heavy Trucking Inc Kraton Corp Quality Carriers Inc CPJ Technologies Inc Harborchem Emerald Performance Materials LLC Sun Chemical Corp Procter & Gamble Chemicals

Brenntag Great Lakes LLC Elwood Staffing Services Inc American Railcar Leasing Invista Inc Yara North America Inc Ernst & Young LLP Air Liquide Large Industries US LP National Container Group JP Morgan Chase Bank N A Sabic Americas Inc Aetna Inc Livingston International Efeso Consulting, Inc. Vaquero Pipeline Co LLC Sequential Pacific Biodiesel LLC Trammo Inc KA Steel Chemicals Inc

(o) United States Bankruptcy Judges in the District of Delaware

Chief Judge Brendan L. Shannon Judge Christopher S. Sontchi Judge Kevin Gross Judge Kevin J. Carey Judge Laurie Selber Silverstein Judge Mary F. Walrath

(p) United States Trustees for the District of Delaware

Benjamin Hackman Byra Keilson Christine Green David Buchbinder Diane Giordano Dion Wynn Edith A. Serrano Hannah McCollum Holly Dice Jaclyn Weissgerber James R. O'Malley Jane Leamy Jeffrey Heck Juliet Sarkessian Karen Starr Lauren Attix Linda Casey Linda Richendorfer Michael Panacio Michael West Ramona Vinson


12 RLF1 21160551v.1

Richard Schepacarter Shakima L. Dortch T. Patrick Tinker Timothy J. Fox, Jr.

(q) Utilities

Abilene Environmental Landfill Inc Acension Water Company Advanced Disposal Services Solid Air Liquide Large Industries Us LP Alabama Power Co Alliant Energy Wpl Allied Waste Services Allstream Asaz Ltd AT&T AT&T Mobility AT&T Teleconference Services Avista B And H Environmental Bfi Blue Ridge Landfill Blackfoot Telephone Co Casella Waste System Centerpoint Energy Centerpoint Energy Services Centurylink Champion Energy Services LLC City Of Alexandria City Of Batesville City Of Brady City Of Cleburne City Of Diboll City Of High Point City Of Island City City Of La Grande-Utility Dis City Of Lakeland City Of Morganton City Of Portland City Of Shreveport City Of Springfield Clean Harbors Disposal Services, In Clean Harbors Environmental Svc Inc Clean Harbors Environmental Svcs, I Columbus County Public Utilities Columbus Water Works Comed Commercial Energy Of Montana Complete Environmental & Rabon Consolidated Communications Holding Constellation Newenergy Gas DV

Constellation Newenergy Inc Covanta Environmental Solutions Covestro LLC Cumberland Septic Service Demopolis Water Wks & Sewer Bd Department Of Public Utilities Duke Energy Progress Easylink Services Corporation Eatel Entergy Entergy Arkansas Inc Entergy Gulf States La Inc FPL Energy Services Frontier Georgia Power Granite Telecommunications Green Mountain Energy GTT Communications Gulf Gas Utilities Company Gulf West Landfill Tx LP Heritage Propane Hope Water & Light Hotchkiss Disposal Services Hughes Network Systems IGI Resources Inc Ind Co Cable Tv Inc Industrial Disposal Co Ipass Inc IWS Gas And Supply Of Texas Ltd Knox Waste Service LLC Lakeland Electric Lamp Environmental Industries Inc Level 3 Communications LLC LGE Liberty Utilities Georgia Lonestar Ecology LLC Louisville Water Co Mccarty Road Landfill Texas LP Metro Lift Propane Monsanto Co Mountain West Coop Fuel National Fuel National Grid New Park Row Center Ltd


13 RLF1 21160551v.1

Nexeo Solutions LLC Nicor Gas North State Communicatio Rabon Northern Energy Northwestern Energy NW Natural Oregon Trail Electric Coop PGE Piedmont Natural Gas Piney Woods Sanitation Pinnacle Propane LLC Public Works Commission Public Works Commission Of The City Of Fayetteville Reliant Dept 0954 Republic Services Dba BFI Colonial Republic Services Inc Republic Services LLC Republic Services Trash Safety Kleen Systems Inc Sheboygan Water Utility South Arkansas Recycling South Jersey Energy Co Southern Logistics & Environmental Southwestern Electric Power Springfield Utility Board Sprint Tait Radio Communications Teco Peoples Gas Texican Natural Gas Co LLC Time Warner Cable

Town Of Moreau Twin Eagle Resource Mgmt LLC United Cooperative SVC Us Water Services Inc Utility Holdings Inc Valley Landfills Inc Velocity, The Greatest Phone Co Eve Verizon Verizon Communications India PVT Verizon Wireless Village Of Bedford Park Waste Industries Inc Waste Management Waste Management Inc. Of Florida Waste Management Magnolia Landfill Waste Management Of Fayetteville Waste Management Of New Orleans Waste Management Of Wisconsin Inc Waste-Pro & Accu Shred Wastewater Treatment Systems WC Of Louisiana WCAWaste Corp WCI Sanipac West Penn Power West Texas Drum Co Ltd Westlake Vinyls Company LP Windstream Communications Inc Wisconsin Public Service WTG Gas Marketing Inc Cass Information Systems

(r) Ordinary Course Professionals

Anderson & Kreiger LLP Arnold & Porter LLP Barnes & Thornburg LLP Bingham Greenebaum Doll LLP Bowles Rice LLP Bradley Murchison Kelly & Shea LLC Brown & James Pc Calfee Halter & Griswold LLP CMBG3 Law LLC Collins Einhorn Farrell & Ulanoff Computer Packages Inc. Connell Foley & Geiser LLP Dannemann Siemsen Bigler & Ipanema Deloitte Tax LLP Ducharme McMillen & Associates Inc Fish & Richardson Pc Fisher & Phillips LLP

GBQ Partners LLC Gordon & Rees LLP Hanson Bridgett Marcus Harris Beach PLLC Hollingsworth LLP Husch Blackwell LLP Kazmarek Mowrey Cloud Laseter LLP Kilpatrick Townsend & Stockton LLP KPMG Advisory KPMG LLP Kutak Rock LLP Marvin F Poer & Co McGuirewoods LLP Mcneer, Highland, Mcmunn Morgan, Lewis & Bockius, LLP Norton Rose Fulbright O'Melveny & Myers LLP


14 RLF1 21160551v.1

Porter & Hedges LLP Reilly Janiczek Mcdevitt Henrich Ryan LLC Schenck Price Smith & King LLP Seyfarth Shaw LLP

Squire Patton Boggs (Us) LLP Stikeman Elliott LLP Wilson Williams Law, PLLC Winstead Pc Zuckerman Spaeder Taylor & Evans

(s) Banks

Bank of America Citibank PNC Bank (t) Government Authorities

Alabama Department of Revenue Alabama Secretary of State, Corporations Division Alabama Tax Trust Acct Amador County Tax Collector Arizona Corporation Commission, Corporations Division Arizona Department Of Revenue Arkansas Department Of Finance & Administration Arkansas Secretary Of State, Business Department Ascension Parish Sales And Use Tax Authority Bexar County Tax Assessor-Collector Borough Of Middlesex Brewster County Tax Office Burke County Tax Collector Caddo Parish Sheriff's Office Tax Department Caddo Shreveport Sales & Use Tax Commission California Board of Equalization California Department Of Tax And Fee Administration California Dept of Toxic Substances California Franchise Tax Board California Secretary Of State California State Water Resources Control Board Carrollton - Farmers Branch I.S.D. City Of Alexandria City Of Baytown City Of Deer Park City Of Houston City Of Morganton City Of Portland City Of Sheboygan Colorado Department Of Revenue Colorado Secretary Of State

Columbus County Tax Collector Columbus Income Tax Division Columbus Treasurer’s Office Comptroller Of Maryland Connecticut Commissioner Of Revenue Services Connecticut Secretary Of State, Commercial Recording Division Corporation Income Tax Section Corporation Tax Return Processing Cumberland County Tax Collector Cynthia Bardin Tax Collector Delaware Division Of Revenue Delaware Secretary Of State, Division Of Corporations Denise Hutter, Tax Assessor/Collector Des Moines Dept of Natural Resources Director US Patent And Trademark District Of Columbia Department Of Consumer And Regulatory Affairs, Business and Professional Licensing Administration, Corporations Division Environmental Protection Agency Federal Communications Commission Florida Department of Environmental Protection Florida Department Of Revenue Florida Department Of State, Division Of Corporations Fort Bend County Tax Assessor-Collector Galena Park ISD Tax Assessor-Collector GCCISD Tax Services Georgia Department Of Revenue Georgia Environmental Protection Division Georgia Finance Department Georgia Secretary Of State, Corporations Division Guilford County Tax Department


15 RLF1 21160551v.1

Harris Co Improv Dist 4 Harris County Tax Assessor-Collector Hempstead County Collector Idaho Secretary Of State, Business Entities Idaho State Tax Commission Illinois Department Of Business Services Illinois Department Of Revenue Illinois Environmental Protection Agency Illinois Secretary Of State, Department Of Business Services Independence County Collector Indiana Department Of Environmental Management Indiana Department Of Revenue Indiana Secretary Of State, Business Services Division Iowa Income Tax Document Processing Iowa Secretary Of State, Corporations Department Jefferson County Sheriff's Office Jeffrey F. Wiley, Sheriff & Tax Collector John R. Ames, CTA Johnson County Tax Assessor-Collector Kansas Corporate Tax Kansas Department Of Revenue Kansas Secretary Of State Kentucky Department Of Revenue Kentucky Secretary Of State Lane County Tax Collector Louisiana Department Of Revenue Louisiana Sales And Use Tax Department Louisiana Secretary Of State, Commercial Division, Corporations Section Louisville Metro Revenue Commission Lubbock Central Appraisal District Maine Revenue Services Maine Secretary Of State, Bureau Of Corporations, Elections And Commissions Maine State Treasurer Marengo County Maryland State Department Of Assessments And Taxation Massachusetts Department Of Revenue Massachusetts Secretary Of The Commonwealth McCulloch County Appr. District Michigan Corporations, Securities & Commercial Licensing Division Michigan Department Of Treasury Minnesota Department Of Revenue Minnesota Revenue

Minnesota Secretary Of State, Business Services Office Mississippi Department Of Revenue Mississippi Secretary Of State, Business Services Division Missoula County Clerk & Treasurer Missouri Department Of Revenue Missouri Secretary Of State, Business Services Department Montana Department Of Revenue Montana Secretary Of State Moreau Receiver Of Taxes Muscogee County Tax Commissioner Nebraska Business Services Division Nebraska Department Of Revenue Nevada Department Of Taxation New Hampshire Department Of Environmental Services New Hampshire Secretary Of State, Corporation Division New Jersey Department Of Environmental Protection New Jersey Department Of The Treasury, Division Of Revenue, Business Services Bureau New Jersey Division Of Taxation New Jersey Sales & Use Tax New Mexico Secretary Of State, Corporations Bureau New Mexico Taxation And Revenue Department New York Department Of Environmental Conservation New York Department Of State, Division Of Corporations, State Records And Uniform Commercial Code New York State Canal Corp. New York State Department Of Health New York State Department Of Labor New York State Department Of Transportation New York State Sales Tax NH DRA NM Taxation And Revenue Department North Carolina Department Of Revenue North Carolina Secretary Of State, Corporations Division North Dakota Office Of State Tax Commissioner North Dakota Secretary Of State, Business Information/Registration Division NYS Corporation Tax NYSDEC


16 RLF1 21160551v.1

Office Of State Tax Commissioner Ohio Department Of Health Ohio Department Of Taxation Ohio Environmental Protection Agency Ohio Regional Income Tax Agency Ohio Secretary Of State Ohio Treasurer Of State Oklahoma County Treasurer Oklahoma Franchise Tax Oklahoma Tax Commission Oregon Department Of Revenue Oregon Secretary Of State, Corporation Division PA Department Of Revenue Parish Of Rapides Sales And Use Tax Dept. Pennsylvania Department Of State, Corporation Bureau Pension Benefit Guaranty Corporation Polk County Tax Collector Rapides Parish Sheriff's Office Rhode Island Secretary Of State, Corporations Division Rosalie Bishop, Tax Collector Sacramento Department Of Pesticide Regulation Sacramento State Water Resources Control Board Sc Department Of Revenue Sheboygan County Treasurer South Carolina Department Of Health And Environmental Control South Carolina Department Of Revenue South Carolina Secretary Of State, Division Of Corporations South Dakota Department Of Revenue South Dakota Secretary Of State St Charles Parish Tax Collector St. Johns County St. Louis County Auditor State of Michigan State of Ohio BMV State Of Rhode Island State Of Rhode Island And Providence Plantations State Of West Virginia Tax Assessor-Collector Tax Collector, Multnomah County Tax Office Angelina County Tennessee Department Of Revenue

Tennessee Department Of State, Division Of Business Services Texas Commission On Environmental Quality Texas Comptroller Of Public Accounts Texas Department Of Health (Texas State Health Services Board) Texas Secretary Of State, Statutory Filings Division, Corporations Section Texas State Comptroller Treasurer, State of Ohio U.S. Patent & Trademark Office Union County Assessor/Tax Collector United States Internal Revenue Service United States Occupational Safety And Health Administration United States Securities And Exchange Commission United States Treasury US Customs and Border Patrol US Department of Agriculture US Department of State US Environmental Protection Agency US Patent & Trademark Office Utah Department Of Commerce, Division Of Corporations & Commercial Code Utah State Tax Commission Valwood Improvement Authority Vermont Department Of Taxes Vermont Secretary Of State, Corporations/UCC Division Virginia Department Of Taxation Virginia State Corporation Commission Washington Office Of The Secretary Of State, Corporations Division Washington State Department Of Revenue West Virginia Department Of Environmental Protection West Virginia Department Of Labor West Virginia Division Of Natural Resources West Virginia Emergency Response Commission West Virginia Secretary Of State West Virginia State Tax Department Wisconsin Department Of Financial Institutions Wisconsin Department Of Revenue Wyoming Department Of Revenue Wyoming Secretary Of State

(u) Top 30 Unsecured Creditors

Agrium US Inc Altivia Petrochemicals LLC


17 RLF1 21160551v.1

Acetone Pipeline Accrual BASF Corp Blue Cube Operations LLC Caustic Pipeline Accrual CF Industries Sales LLC Cornerstone Chemical Co Dana Transport Inc Dystar LP HA International LLC Methanex Mitsubishi Occidental Chemical OCI

Phenol Pipeline Accrual Quality Carriers Inc Schuetz Container Systems Inc Slay Transportation Co Inc Southern Chemical Sumitomo Corp Of Americas Wanhua Chemical (America) Co Ltd Waxian International LLC Wilmington Trust, National Association Wilmington Trust Company Wilmington Savings Fund Society, FSB BNY Mellon Corporate Trust

(v) Letters of Credit

Coronet Industries, Inc. CEMEX Construction Materials Florida, LLC Beede Site Group Department of Toxic Substances Control New Jersey Department of Environmental Protection SRSNE Superfund Site Settlement Trust U.S. Environmental Protection Agency Union Tank Car Company Canadian National Railway Company HollyFrontier Refining & Marketing LLC American Railcar Leasing LLC Safeco Insurance Company of America Travelers Casualty & Surety Company of America State of New York Workers' Compensation Board

Zurich American Insurance Company Ace American Insurance Company Florida Self-Insurers Guaranty Association, Inc. American Alternative Insurance Corporation Self-Insurance Plans State of California Liberty Mutual Insurance Company Ohio Bureau of Workers' Compensation Commonwealth of Kentucky New Mexico Self-Insurers Guarantee Fund Insurance Company of North America Self-Insurance Division Bureau of Workers' Comp AIG (National Union Fire Insurance Company of Pittsburgh, PA) Stonebriar Commercial Finance LLC Sturgeon County

(w) Surety Bonds

US Customs Service Dept. of Homeland Security US Dept. of Agriculture State of Georgia State of Illinois State of Iowa State of Louisiana State of Massachusetts State of Michigan State of Minnesota State of Mississippi State of Missouri State of New Jersey State of Oregon

State of Rhode Island State of Tennessee State of Virginia State of West Virginia State of Wisconsin City of Morganton Minister of National Revenue


18 RLF1 21160551v.1

(x) Unions

United Steel Workers, District 13 USW Local 1401 (y) Other

Aaron VanderKaay Colette B. Barricks Dennis Ryan Jeffrey A. Marx Jerry D. Kurinsky John Kompa Per Bjorkman Richard E. Schumacher Jr. Thomas J. Sullivan


RLF1 21160551v.1

Schedule 2

Schedule of Searched Parties and/or Certain Related Parties that Moelis Currently Represents, or Has in the Past Represented, in Matters Unrelated to these Chapter 11

Cases


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Moelis (and its financial advisory affiliates) has been engaged within the last two years or is currently engaged or verbally mandated to be engaged by the following Potential Parties in Interest (or one or more of their affiliates, as the case may be) in matters unrelated to these cases (including where the Potential Party in Interest was only a member of an official or an ad hoc creditor committee):

Debtors, Subsidiaries and Affiliated Entities Moelis has in the past represented and/or currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Hexion 2 U.S. Finance Corp. Hexion CI Holding Company (China) LLC Hexion Deer Park LLC Hexion Holdings LLC Hexion HSM Holdings LLC Hexion Inc. Hexion International Inc. Hexion Investments Inc. Hexion LLC Hexion Nimbus Asset Holdings LLC Hexion Nimbus Inc. Hexion Nova Scotia Finance, ULC Lawter International Inc. Affiliates and JVs Moelis has in the past represented and/or currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Hexion Australia Limited Partnership Hexion Australia Pty Ltd. Hexion Brazil Coöperatief U.A. Hexion Shchekinoazot Holding B.V. Sanwei Hexion Company Limited Major Equity Holders Moelis has in the past represented and/or currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: AIF Hexion Holdings, LP Apollo Investment Fund VI, L.P.


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Trustees & Agents Moelis has in the past represented and/or currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: JPMorgan Chase Bank, N.A. JPMorgan Europe Limited Wilmington Trust, National Association Wilmington Trust Company Insurers and Beneficiaries of any Guarantees or Performance Bonds Moelis has in the past represented and/or currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Aon Premium Finance LLC Aon Risk Services Northeast Inc. Current and Former Bondholders Moelis has in the past represented and/or currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: AllianceBernstein, L.P. (U.S.) Bank of America Merrill Lynch Proprietary Trading Barclays Capital, Inc. Beach Point Capital Management, L.P. Benefit Street Partners, LLC BlackRock Advisors, LLC Blackstone Group L.P. BNY Mellon Asset Management North America Corporation Brigade Capital Management, L.P Capital Research & Management Company (U.S.) Citigroup Global Markets, Inc. CQS (UK), LLP Credit Suisse Securities (USA), LLC Davidson Kempner Capital Management, L.P. Elliott Management Corporation Euroclear Bank Fidelity Management & Research Company GoldenTree Asset Management, L.P. (U.S.) Goldman Sachs Asset Management, L.P. (U.S.) GSO / Blackstone Debt Funds Management, LLC


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HSBC Securities (USA), Inc. Invesco Advisers, Inc. J.P. Morgan Investment Management, Inc. J.P. Morgan Securities, LLC KLS Diversified Asset Management, L.P. Loomis Sayles & Company, L.P. Morgan Stanley Investment Management Inc. Nomura Corporate Research and Asset Management, Inc. (U.S.) Nomura Securities International, Inc. OppenheimerFunds, Inc. PGGM Vermogensbeheer B.V. PIMCO - Pacific Investment Management Company PineBridge Investments, LLC South Dakota Investment Council State Street Global Advisors (SSgA) UBS Asset Management (Americas) Inc. UBS Securities, LLC (U.S.) Wells Capital Management, Inc. Wells Fargo Securities, LLC York Capital Management Global Advisors, LLC Current and Former ABL Lenders

Moelis has in the past represented and/or currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Bank of America, N.A. Citibank, N.A. Credit Suisse AG, Cayman Islands Branch Deutsche Bank AG New York Branch Goldman Sachs Bank USA JPMorgan Chase Bank, N.A. Siemens Financial Services, Inc. Wells Fargo Bank, National Association Banks

Moelis has in the past represented and/or currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: Bank of America Citibank


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Other

Moelis has in the past represented and/or currently represents the following companies and/or certain related parties of such companies on matters wholly unrelated to the Debtors’ chapter 11 cases: MPM Holdings Inc.


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