Supplement to the Collateral Agreement



 Exhibit 10.5 

SUPPLEMENT dated as of June 4, 2010 (this “Supplement”), to the Collateral Agreement dated as of November 3,
2006 (the “Collateral Agreement”), among HEXION SPECIALTY CHEMICALS, INC., a New Jersey corporation, each Subsidiary Party party thereto and WILMINGTON TRUST COMPANY, as Collateral Agent (in such capacity, the “Collateral
Agent”) for the Secured Parties (as defined therein). 
 A. Reference is made to the Indenture dated as of
November 3, 2006 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Indenture”), among Hexion Specialty Chemicals, Inc. (“Parent”), Hexion Nova Scotia Finance, ULC, a Nova
Scotia unlimited liability company, Hexion U.S. Finance Corp., a Delaware corporation, each Subsidiary of Parent identified therein, and Wilmington Trust Company, as Trustee. 

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture and the
Collateral Agreement referred to therein. 
 C. Section 7.16 of the Collateral Agreement provides that additional
Subsidiaries may become Subsidiary Parties under the Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement in
accordance with the requirements of the Indenture to become a Subsidiary Party under the Collateral Agreement. 
 Accordingly,
the Collateral Agent and the New Subsidiary agree as follows: 
 SECTION 1. In accordance with Section 7.16 of the
Collateral Agreement, the New Subsidiary by its signature below becomes a Subsidiary Party and a Pledgor under the Collateral Agreement with the same force and effect as if originally named therein as a Subsidiary Party and a Pledgor, and the New
Subsidiary hereby (a) agrees to all the terms and provisions of the Collateral Agreement applicable to it as a Subsidiary Party and Pledgor thereunder and (b) represents and warrants that the representations and warranties made by it as a
Pledgor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the Collateral Agreement), does hereby
create and grant to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, their successors and assigns, a security interest in and Lien on all the New Subsidiary’s right, title and interest in and to
the Collateral (as defined in the Collateral Agreement) of the New Subsidiary. Each reference to a “Subsidiary Party” or a “Pledgor” in the Collateral Agreement shall be deemed to include the New Subsidiary. The Collateral
Agreement is hereby incorporated herein by reference. 
 SECTION 2. The New Subsidiary represents and warrants to the
Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to
(i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing. 







 SECTION 3. This Supplement may be executed in two or more counterparts, each of which
shall constitute an original but all of which when taken together shall constitute but one contract. This Supplement shall become effective when (a) the Collateral Agent shall have received a counterpart of this Supplement that bears the
signature of the New Subsidiary and (b) the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed
counterpart of this Supplement. 
 SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth on
Schedule I attached hereto is a true and correct schedule of the location of any and all Article 9 Collateral of the New Subsidiary, (b) set forth on Schedule II attached hereto is a true and correct schedule of all the
Pledged Stock of the New Subsidiary, (c) set forth on Schedule III attached hereto is a true and correct schedule of all Intellectual Property and (d) set forth under its signature hereto, is the true and correct legal name of the
New Subsidiary, its jurisdiction of formation, organizational ID number and the location of its chief executive office. 

SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement shall remain in full force and effect. 

SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 7. In the event any one or more of the provisions
contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Collateral Agreement shall not in any way be affected or
impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions. 
 SECTION 8. All communications and notices hereunder shall be in writing and given as provided
in Section 7.01 of the Collateral Agreement. 
 SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent
for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, disbursements and other charges of counsel for the Collateral Agent. 

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 IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this
Supplement to the Collateral Agreement as of the day and year first above written. 
  

							
	NL COOP HOLDINGS LLC
		
	By:	 	Hexion Specialty Chemicals, Inc., its Sole Member
		
	By:	 	 /s/ Authorized Signatory

		 	Name:
		 	Title:



			
	
	Legal Name: NL COOP Holdings LLC
	
	Jurisdiction of Formation: Delaware
		
	Location of Chief	 	
	Executive Office:	 	180 East Broad Street
		 	Columbus, Ohio 43215









 IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this
Supplement to the Collateral Agreement as of the day and year first above written. 
  

			
	WILMINGTON TRUST COMPANY, as Collateral Agent
		
	By:	 	 /s/ Authorized Signatory

		 	Name:
		 	Title:









 Schedule I 

to Supplement to the 

Collateral Agreement 

LOCATION OF ARTICLE 9 COLLATERAL 

None. 







 Schedule II to 

Supplement to the 

Collateral Agreement 

Pledged Collateral of the New Subsidiary 

EQUITY INTERESTS 
  

									
	 Number of Issuer Certificate
	  	 Issuer
	  	 Registered Owner
	  	 Number
and
Class of Equity
Interest
	  	Percentage of
Equity
Interests
	N/A	  	 Hexion International
 Holdings

 Coöperatief U.A.
	  	 NL COOP
 Holdings
LLC
	  	 65.00%
 membership

(lidmaatschap)
	  	65.00%

 DEBT SECURITIES 

None. 
 OTHER PROPERTY

 None. 







 Schedule III to 

Supplement to the 

Collateral Agreement 

Intellectual Property of the New Subsidiary 

None.