Third Supplemental Indenture



 Exhibit 4.14 
 THIRD SUPPLEMENTAL INDENTURE, dated as of December 23, 2005 (this “Third Supplemental Indenture”), by and between Hexion Specialty Chemicals, Inc. (formerly known as Borden Chemical, Inc. and
as successor to Resolution Performance Products Corp. (formerly known as Resolution Performance Products LLC)), a New Jersey corporation (“Hexion”), HSC Capital Corporation (formerly known as RPP Capital Corporation), a Delaware
corporation (“HSC Capital” and, together with Hexion, the “Issuers”), Hexion CI Holding Company (China) LLC, a Delaware limited liability company (the “New Guarantor”), and The Bank of New York (as
successor in interest to the corporate trust business of United States Trust Company of New York), as Trustee (the “Trustee”) under the Indenture (as defined below). 
 W I T N E S S E T H: 
 WHEREAS, the Issuers and the Trustee have entered
into that certain Indenture dated as of November 14, 2000 (as amended by the First Supplemental Indenture dated as of May 31, 2005 and the Second Supplemental Indenture dated as of May 31, 2005, the “Indenture”) providing for the
issuance of 13 1/2% Senior Subordinated Notes due 2010 (the “Securities”); 
 WHEREAS, Section 4.21 of the Indenture provides that if Hexion organizes or acquires any Domestic Restricted Subsidiary after the Issue Date,
under certain circumstances, Hexion shall, among other things, (i) execute and deliver to the Trustee a supplemental indenture pursuant to which such New Domestic Restricted Subsidiary shall unconditionally guarantee all of Hexion’s obligations
under the Securities and the Indenture and (ii) cause such New Domestic Restricted Subsidiary to promptly execute and deliver to the Trustee a Subsidiary Guarantee; 
 WHEREAS, the New Guarantor is a Domestic Restricted Subsidiary of Hexion that was not previously required to become a Guarantor under the Indenture prior to the date hereof, but which is required to become a
Guarantor under the Indenture on the date hereof; 
 WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee and the Issuers
are authorized to execute and deliver this Third Supplemental Indenture; and 
 NOW, THEREFORE, in consideration of the foregoing and
for good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, Hexion, the New Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

 ARTICLE I 
 GUARANTEES

 1.1 Guarantees by the New Guarantor 
 The New Guarantor hereby agrees, jointly and severally with all other Guarantors, to unconditionally guarantee on a senior subordinated basis all of the Issuers’ obligations under the Securities and the Indenture on the terms and
subject to the conditions set forth in Article XI of the Indenture and to be bound by all other applicable provisions of the Indenture (including Article XII). 
  

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 ARTICLE II 
 MISCELLANEOUS 
 2.1 Ratification of Indenture; Third Supplemental Indenture Part of Indenture

 Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect. This Third Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound
hereby. 
 2.2 Severability 
 In
case any provision in this Third Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 2.3 Capitalized Terms 
 Capitalized terms used
herein but not defined shall have the meanings assigned to them in the Indenture. 
 2.4 Effect of Headings 
 The Article and Section headings of herein are for convenience only and shall not effect the construction of this Third Supplemental Indenture.

 2.5 Trustee Makes No Representations 
 The Trustee makes no representation as to the validity or sufficiency of this Third Supplemental Indenture. 
 2.6 Certain Duties and
Responsibilities of the Trustee 
 In entering into this Third Supplemental Indenture, the Trustee shall be entitled to the benefit of
every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. 
 2.7 Governing Law 
 THIS THIRD SUPPLEMENTAL INDENTURE, THE SECURITIES AND THE SUBSIDIARY
GUARANTEES WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the parties hereto
agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of, or relating to, this Third Supplemental Indenture, the Securities or the Subsidiary Guarantees. 
  

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 2.8 Counterparts 
 The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together represent one and the same agreement. 
 [signature page follows] 
  

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 IN WITNESS WHEREOF, the parties have caused this Third Supplemental Indenture to be duly executed
as of the date first above written. 
  

			
	ISSUERS
	
	HEXION SPECIALTY CHEMICALS, INC.
		
	 By:
	 	 /s/ George F. Knight
  

	 Name:
	 	 George F. Knight

	 Title:
	 	 Senior Vice President

	
	HSC CAPITAL CORPORATION
		
	 By:
	 	 /s/ George F. Knight
  

	 Name:
	 	 George F. Knight

	 Title:
	 	 Vice President

	
	NEW GUARANTOR
	
	HEXION CI HOLDING COMPANY (CHINA) LLC
		
	 By:
	 	 /s/ George F. Knight
  

	 Name:
	 	 George F. Knight

	 Title:
	 	 Vice President



 Third Supplemental Indenture 
 to RPP November 2000 Indenture 
  

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	TRUSTEE
	
	 THE BANK OF NEW YORK, as trustee

		
	 By:
	 	 /s/ Mary LaGumina

		 	 
	 Name:
	 	 Mary LaGumina

	 Title:
	 	 Vice President



 Third Supplemental Indenture 
 to RPP November 2000 Indenture 
  

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