Exhibit 10.2


 


Huntsman Corporation


500 Huntsman Way


Salt Lake City, Utah 84108


 


December 14, 2008


 


BY
FACSIMILE


 


Hexion Parties


c/o Hexion
Specialty Chemicals, Inc.


180 East Broad
Street


Columbus, OH
43215


Facsimile:  (614) 225-7495


Attention:  William Carter


 


Apollo Parties


c/o Apollo
Management VI, L.P.


9 West 57th Street, 43rd Floor


New York, New
York 10019


Facsimile:  (212) 515-3288


Attention:  Joshua Harris and Scott Kleinman


 


Ladies and Gentlemen:


 


This letter memorializes our agreement as of the Effective Date of the
Settlement Agreement and Release dated December 14, 2008 between and among
the Huntsman Parties, the Hexion Parties, and the Apollo Parties (capitalized
terms not otherwise defined in this letter are used as defined in the
Settlement Agreement and Release), that Huntsman shall pay the Apollo Parties
an amount in cash equal to 20% of the value of any cash and noncash
consideration that is in excess of $500 million ($500,000,000) that Huntsman
may obtain or receive in settlement in connection with any claims made by
Huntsman against the Banks arising from or relating to the Merger Agreement, the
Transactions referred to therein (including but not limited to the Financing),
and related matters, such claims including but not limited to the Texas Action
Against the Banks (the “settlement”), after Huntsman first recovers its
attorneys’ fees, costs, and expenses in making that claim; provided, however,
that:


 


(1)                                  in no circumstance
shall the aggregate amount of any payments owed by Huntsman to the Apollo
Parties under this letter exceed $425 million ($425,000,000);


 


(2)                                  in the event trial
commences in the Texas Action Against the Banks, any interest on the part of
the Apollo Parties shall terminate immediately, and Huntsman shall not owe any
portion of any subsequent recovery to the Apollo Parties under this letter; and


 

















 


(3)                                 in
the event that Huntsman or any of its subsidiaries issues a security or debt
instrument to any of the Banks in connection with the settlement, the amount of
consideration deemed to be obtained or received by Huntsman in connection
therewith shall be the excess of any of the value of the consideration provided
by the Banks over the value of the security or debt instrument issued.


 


For the purposes of this letter, the value of (1) any
consideration consisting of securities listed on a national securities exchange
or traded on the NASDAQ shall be equal to the average closing price per share
of such security as reported on such exchange or NASDAQ for the 10 trading days
prior to the date of settlement; and (2) any other form of noncash
consideration shall be the full market value of that noncash consideration as
determined by a nationally recognized independent investment banking firm
mutually selected, within three business days after the Huntsman Parties advise
the Apollo Parties of the settlement, by the Huntsman Parties and the Apollo
Parties, which determination shall be made by such investment banking firm
within 15 business days after the date of their engagement.  The determination of the investment banking
firm shall be binding upon the parties.


 


Payment in full of all amounts due to Huntsman under the Settlement
Agreement is a condition precedent to the obligation to pay any sums of money
pursuant to this letter for the benefit of the Huntsman Parties and if such
condition precedent is not met prior to April 1, 2009, this letter shall
terminate.  The obligations of this
letter are also separate and severable, in their entirety, from the Settlement
Agreement.  The Huntsman Parties shall
not challenge in any way the validity or enforceability of this letter or any
provision thereof.  In the event that
this letter or any provision hereof is invalid or unenforceable, or fails for
any reason, it shall have no effect on the validity or enforceability of the
Settlement Agreement.


 


The provisions
of the Settlement Agreement relating to Choice of Law and Jurisdiction shall
also apply to this letter.


 


This letter may be executed simultaneously or in actual or telecopied
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same letter.


 

















 


Please countersign below to indicate your
acceptance of these terms.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  HUNTSMAN CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Peter R. Huntsman

  
	
   

  	
  Name:

  	
  Peter R. Huntsman

  
	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    /s/ Jon M. Huntsman

  
	
   

  	
  Jon M. Huntsman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    /s/ Peter R. Huntsman

  
	
   

  	
  Peter R. Huntsman

  
				



 


 


AGREED AND ACCEPTED, DECEMBER 14, 2008:


 


	
   

  	
  HEXION
  SPECIALTY CHEMICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Craig O. Morrison

  
	
   

  	
        Name:

  	
  Craig O.
  Morrison

  
	
   

  	
        Title:

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HEXION LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Craig O. Morrison

  
	
   

  	
        Name:

  	
  Craig O. Morrison

  
	
   

  	
        Title:

  	
  President and Chief Executive Officer

  
					



 

















 


	
   

  	
  NIMBUS MERGER SUB INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Craig O. Morrison

  
	
   

  	
        Name:

  	
  Craig O. Morrison

  
	
   

  	
        Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    /s/ Craig O. Morrison

  
	
   

  	
  Craig O. Morrison

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APOLLO INVESTMENT FUND IV, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Apollo Advisors IV, L.P., its general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
               By:

  	
  Apollo Capital Management IV, Inc.,
  its

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  John J. Suydam

  
	
   

  	
   

  	
   

  	
  Name: John
  J. Suydam

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APOLLO
  OVERSEAS PARTNERS IV, L.P.

  
	
   

  	
   

  
	
   

  	
        By:

  	
  Apollo
  Advisors IV, L.P., its managing

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
               By:

  	
  Apollo Capital Management IV, Inc.,
  its

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  John J. Suydam

  
	
   

  	
   

  	
   

  	
  Name: John
  J. Suydam

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
							



 

















 


	
   

  	
  APOLLO
  INVESTMENT FUND VI, L.P.

  
	
   

  	
   

  
	
   

  	
        By:

  	
  Apollo Advisors VI, L.P., its general

  partner

  
	
   

  	
   

  	
   

  
	
   

  	
               By:

  	
  Apollo Capital Management VI, LLC,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  John J. Suydam

  
	
   

  	
   

  	
   

  	
  Name: John
  J. Suydam

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  APOLLO
  OVERSEAS PARTNERS VI, L.P.

  
	
   

  	
   

  
	
   

  	
        By:

  	
  Apollo Advisors VI, L.P.,

  its managing general partner

  
	
   

  	
   

  	
   

  
	
   

  	
               By:

  	
  Apollo Capital Management VI, LLC,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  John J. Suydam

  
	
   

  	
   

  	
   

  	
  Name: John
  J. Suydam

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  APOLLO
  OVERSEAS PARTNERS 

  (DELAWARE) VI, L.P.

  
	
   

  	
   

  
	
   

  	
        By:

  	
  Apollo Advisors VI, L.P.,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
               By:

  	
  Apollo Capital Management VI, LLC,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/
  John J. Suydam

  
	
   

  	
   

  	
   

  	
  Name: John
  J. Suydam

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
					



 

















 


	
   

  	
  APOLLO
  OVERSEAS PARTNERS 

  (DELAWARE 892) VI, L.P.

  
	
   

  	
   

  
	
   

  	
        By:

  	
  Apollo Advisors VI, L.P.,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
               By:

  	
  Apollo Capital Management VI, LLC,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
               By:

  	
    /s/
  John J. Suydam

  
	
   

  	
   

  	
  Name: John
  J. Suydam

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  APOLLO
  OVERSEAS PARTNERS

  (GERMANY) VI, L.P.

  
	
   

  	
   

  
	
   

  	
        By:

  	
  Apollo Advisors VI, L.P.,

  its managing general partner

  
	
   

  	
   

  	
   

  
	
   

  	
               By:

  	
  Apollo Capital Management VI, LLC,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
               

  	
  By:

  	
    /s/
  John J. Suydam

  
	
   

  	
   

  	
   

  	
  Name: John
  J. Suydam

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  APOLLO
  INVESTMENT FUND V, L.P.

  
	
   

  	
   

  
	
   

  	
        By:

  	
  Apollo Advisors V, L.P.,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
               By:

  	
  Apollo Capital Management V, Inc.,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
               By:

  	
  /s/ John J.
  Suydam

  
	
   

  	
   

  	
  Name: John
  J. Suydam

  
	
   

  	
   

  	
  Title:   Vice President

  
								



 

















 


 


	
   

  	
  APOLLO OVERSEAS PARTNERS V, L.P.

  
	
   

  	
   

  
	
   

  	
  By:   Apollo Advisors V, L.P.,

  its managing general partner

  
	
   

  	
   

  
	
   

  	
  By:  
  Apollo Capital Management V, Inc.,

  its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John J. Suydam

  
	
   

  	
   

  	
  Name: John J. Suydam

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  APOLLO NETHERLANDS PARTNERS V(A), L.P.

  
	
   

  	
   

  
	
   

  	
  By:   Apollo Advisors V, L.P.,

  its managing general partner

  
	
   

  	
   

  
	
   

  	
  By:  
  Apollo Capital Management V, Inc.,

  its general partner

  
	
   

  	
   

  
	
   

  	
   By:

  	
    /s/ John J. Suydam

  
	
   

  	
   

  	
  Name: John J. Suydam

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  
	
   

  	
  APOLLO NETHERLANDS PARTNERS V(B), L.P.

  
	
   

  	
   

  
	
   

  	
  By:   Apollo Advisors V, L.P.,

  its managing general partner

  
	
   

  	
   

  
	
   

  	
  By:  
  Apollo Capital Management V, Inc.,

  its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John J. Suydam

  
	
   

  	
   

  	
  Name: John J. Suydam

  
	
   

  	
   

  	
  Title:   Vice President

  
				



 

















 


	
   

  	
  APOLLO GERMAN PARTNERS V 

  GMBH & CO., KG

  
	
   

  	
   

  
	
   

  	
  By:   
  Apollo Advisors V, L.P.,

  its managing limited partner

  
	
   

  	
   

  
	
   

  	
  By:   
  Apollo Capital Management V, Inc.,

  its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John J. Suydam

  
	
   

  	
   

  	
  Name: John J. Suydam

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  APOLLO ADVISORS IV, L.P.

  
	
   

  	
   

  
	
   

  	
  By:   Apollo Capital Management
  IV, Inc., its

  general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
    /s/ John J. Suydam

  
	
   

  	
   

  	
  Name: John J. Suydam

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  APOLLO MANAGEMENT IV, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  Apollo
  Management, L.P., its general

  partner

  
	
   

  	
   

  
	
   

  	
  By:  Apollo
  Management GP, LLC, its

  general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John J. Suydam

  
	
   

  	
   

  	
  Name: John J. Suydam

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  
	
   

  	
  APOLLO ADVISORS V, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Apollo Capital Management V, Inc., its

  general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By:

  	
    /s/ John J. Suydam

  
	
   

  	
   

  	
  Name: John J. Suydam

  
	
   

  	
   

  	
  Title:   Vice President

  
						



 

















 


	
   

  	
  APOLLO MANAGEMENT V, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  AIF
  V Management, LLC, its general

  partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ John J. Suydam

  
	
   

  	
   

  	
   

  	
  Name: John J. Suydam

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  
	
   

  	
  APOLLO ADVISORS VI, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Apollo Capital Management VI, LLC,

  its general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ John J. Suydam

  
	
   

  	
   

  	
   

  	
  Name: John J. Suydam

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  
	
   

  	
  APOLLO MANAGEMENT VI, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  AIF
  VI Management, LLC,

  its general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ John J. Suydam

  
	
   

  	
   

  	
   

  	
  Name: John J. Suydam

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
					



 


	
   

  	
  APOLLO MANAGEMENT, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Apollo Management GP, LLC,

  its general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ John J. Suydam

  
	
   

  	
   

  	
   

  	
  Name: John J. Suydam

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
					



 

















 


	
   

  	
  APOLLO GLOBAL MANAGEMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: AGM Management, LLC, its Manager

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  	
  By: BRH Holdings GP, Ltd., its Sole

        Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ John J. Suydam

  
	
   

  	
   

  	
   

  	
  Name: John J. Suydam

  
	
   

  	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    /s/ Leon D. Black

  
	
   

  	
  Leon D. Black

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    /s/ Joshua J. Harris

  
	
   

  	
  Joshua J. Harris