BDS Two, Inc. Sample Contracts

BORDEN U.S. FINANCE CORP. and BORDEN NOVA SCOTIA FINANCE, ULC $ 150,000,000 Second-Priority Senior Secured Floating Rate Notes Due 2010 $ 325,000,000 9% Second-Priority Senior Secured Notes Due 2014 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 14th, 2005 • BDS Two, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

Borden U.S. Finance Corp., a Delaware corporation, and Borden Nova Scotia Finance, ULC, a Nova Scotia unlimited liability company (each, an “Issuer”, and together, the “Issuers”), propose to jointly and severally issue and sell to Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), U.S. $150,000,000 principal amount of their Second-Priority Senior Secured Floating Rate Notes Due 2010 (the “Floating Rate Notes”) and U.S.$325,000,000 principal amount of their 9% Second-Priority Senior Secured Notes Due 2014 (the “Fixed Rate Notes” and, together with the Floating Rate Notes, the “Initial Securities”) to be unconditionally guaranteed (“the Guarantees”) on a senior secured basis by Borden Chemical, Inc. (the “Parent”) and each of the Parent’s subsidiaries set forth on Schedule B to the Purchase Agreement (t

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Contract
Second Supplemental Indenture • December 28th, 2005 • BDS Two, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of December 23, 2005 among 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”), Hexion U.S. Finance Corp. (formerly known as Borden U.S. Finance Corp.), a Delaware corporation (“Hexion U.S.”) and Hexion Nova Scotia Finance, ULC (formerly known as Borden Nova Scotia Finance, ULC), a Nova Scotia unlimited liability company (“Hexion Nova Scotia”, and together with Hexion U.S., the “Issuers”), and Wilmington Trust Company, as Trustee under the Indenture (the “Trustee”).

Sample 1
Contract
Third Supplemental Indenture • December 28th, 2005 • BDS Two, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

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).

Sample 1
Contract
Second Supplemental Indenture • December 28th, 2005 • BDS Two, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

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”).

Sample 1
Contract
Third Supplemental Indenture • December 28th, 2005 • BDS Two, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

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).

Sample 1
Contract
Non Qualified Stock Option Agreement • February 14th, 2005 • BDS Two, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

WHEREAS, the Company, acting through the Committee (as defined in the Company’s 2004 Stock Incentive Plan (the “Plan”)) with the consent of the Company’s Board of Directors (the “Board”) has granted to the Optionee, effective as of the date of this Agreement, an option under the Plan to purchase a number of shares of Common Stock (as defined in the Plan) on the terms and subject to the conditions set forth in this Agreement and the Plan;

Sample 1
LIMITED LIABILITY COMPANY AGREEMENT OF HEXION CI HOLDING COMPANY (CHINA) LLC
Limited Liability Company Agreement • December 28th, 2005 • BDS Two, Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware

THE UNDERSIGNED is executing this Limited Liability Company Agreement (this “Agreement”) for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”), and does hereby certify and agree as follows:

Sample 1
Apollo Management V, L.P. New York, NY 10019
Management Consulting Agreement • February 14th, 2005 • BDS Two, Inc. • Plastic materials, synth resins & nonvulcan elastomers

Reference is made to the Management Consulting Agreement (the “Management Consulting Agreement”) dated as of August 12, 2004, between Borden Chemical, Inc. (“Borden”) and Apollo Management V, L.P. (“Apollo”). Capitalized terms used in this Letter Agreement and not defined herein shall have the same meanings as such terms have in the Management Consulting Agreement.

Sample 1
Contract
Third Supplemental Indenture • December 28th, 2005 • BDS Two, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

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 Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”) under the Indenture (as defined below).

Sample 1
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