Second Supplemental Indenture



 Exhibit 4.28 
  
 SECOND SUPPLEMENTAL INDENTURE, dated as of December 23, 2005 (this “Second Supplemental
Indenture”), is by and among Hexion U.S. Finance Corp. (formerly known as Borden U.S. Finance Corp., and as successor to BCI US Finance Corp.), a Delaware corporation (“Hexion U.S.”), Hexion Nova Scotia Finance, ULC
(formerly known as Borden Nova Scotia Finance, ULC, and as successor to Borden 2 Nova Scotia Finance, ULC), a Nova Scotia unlimited liability company (“Hexion Nova Scotia”, and together with Hexion U.S., the
“Issuers”), Hexion Specialty Chemicals, Inc. (formerly known as Borden Chemical, Inc. or its permitted successor), a New Jersey corporation (“Holdings”), Hexion CI Holding Company (China) LLC, a Delaware limited
liability company and an indirect subsidiary of Holdings (the “Additional Subsidiary Guarantor”) and Wilmington Trust Company, as trustee (the “Trustee”). 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Issuers, Holdings and the Trustee are parties to an
indenture dated as of May 20, 2005 (as amended by the First Supplemental Indenture dated as of May 31, 2005, the “Indenture”), providing for the issuance of the Issuers’ Second-Priority Senior Secured Floating Rate
Notes due 2010 (the “Notes”); 
  
 WHEREAS,
pursuant to Section 4.11 and 10.06 of the Indenture, Holdings has agreed to cause the Additional Subsidiary Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which such Additional Subsidiary Guarantor will
Guarantee payment on the Notes on the terms set forth in the Indenture; and 
  
 WHEREAS, pursuant to Section 9.01(iv) of the Indenture, the Trustee and the Issuers are authorized to execute and deliver this Second Supplemental Indenture. 
  
 NOW, THEREFORE, in consideration of the foregoing and for good and
valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Additional Subsidiary Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

 
 1. Capitalized Terms. Capitalized terms used herein but not
defined shall have the meanings assigned to them in the Indenture. 
  
 2. Guarantees. The Additional Subsidiary Guarantor hereby agrees, jointly and severally with all other Guarantors, to guarantee the Issuers’ obligations under the Notes on the terms and subject to the conditions set forth in
Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture (including Article 11). 
  
 3. Ratification of Indenture; Supplemental Indentures 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 Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby. 
  
 4. Notices. For purposes of the Indenture, the address for notices to Hexion U.S., Hexion Nova Scotia and the Additional Subsidiary Guarantor shall be the address for the Issuers and Guarantors set forth in Section 13.02 of the
Indenture. 







 5. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  
 6.
Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
  
 7. Effect of Headings. The section headings herein are for convenience
only and shall not affect the construction hereof. 
  
 8. The
Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture for or in respect of the recitals contained herein, all of which are made solely by
Hexion U.S., Hexion Nova Scotia and the Additional Subsidiary Guarantor. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Second Supplemental Indenture. This Second Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and
conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. In entering into this Second 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. 
  

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

					
	ISSUERS
	
	HEXION U.S. FINANCE CORP.
	
	HEXION NOVA SCOTIA FINANCE, ULC
		
	By:	 	 /s/ George F. Knight


	 	 	Name:	 	George F. Knight
	 	 	Title:	 	Vice President
	
	HOLDINGS
	
	HEXION SPECIALTY CHEMICALS, INC.
		
	By:	 	 /s/ George F. Knight


	 	 	Name:	 	William H. Carter
	 	 	Title:	 	Vice President
	
	SUBSIDIARY GUARANTOR
	
	 HEXION CI HOLDING COMPANY
 (CHINA)
LLC

		
	By:	 	 /s/ George F. Knight


	 	 	Name:	 	George F. Knight
	 	 	Title:	 	Vice President


  


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

			
	TRUSTEE
	
	 WILMINGTON TRUST COMPANY, as
 Trustee

		
	By:	 	 /s/ Mary St. Amand


	Name:	 	Mary St. Amand
	Title:	 	 Assistant Vice President



  


			
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