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                                                                                                                                                       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 Black         	 	 
	                               Leon Black  	 	 
		 	 
			
	     /s/  Joshua J. Harris      		
	Joshua J. Harris