Third Supplemental Indenture



 Exhibit 4.31 
  
 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 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 December 22, 2003 (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 8% Senior Secured Notes due 2009 (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 an unsubordinated 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. 







 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:
	 	 Senior Vice President

	
	 NEW GUARANTOR

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


	 	 	 Name:
	 	 George F. Knight

	 	 	 Title:
	 	 Senior Vice President



  


					
	 Third Supplemental Indenture
	  	S-1	  	 

 to RPP December 2003 Indenture 









					
	 TRUSTEE
	 	 
	
	 THE BANK OF NEW YORK, as trustee

		
	 By:
	 	 /S/ MARY LAGUMINA


	 	 	 Name:
	 	 Mary LaGumina

	 	 	 Title:
	 	 Vice President



  


					
	 Third Supplemental Indenture
 to RPP December 2003 Indenture
	  	S-2