Exhibit 10.3




 





 


HUNTSMAN CORPORATION


 










 


VOTING AND STANDSTILL AGREEMENT


 










 


Dated December 23, 2008




 





 





















 


TABLE OF CONTENTS


 


	
  SECTION 1.

  	
   

  	
  Standstill Provisions

  	
  2

  
	
  1.1 

  	
   

  	
  Acquisition and Transfer of Voting Securities

  	
  2

  
	
  1.2 

  	
   

  	
  Further Restrictions on Conduct

  	
  2

  
	
  1.3 

  	
   

  	
  Legends

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
   

  	
  Voting Provisions

  	
  3

  
	
  2.1 

  	
   

  	
  Voting of Voting Securities

  	
  3

  
	
  2.2 

  	
   

  	
  Transfer of Voting Restrictions

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
   

  	
  Portfolio Companies

  	
  4

  
	
  3.1 

  	
   

  	
  Portfolio Companies

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
   

  	
  Representations and Warranties

  	
  4

  
	
  4.1 

  	
   

  	
  Representations and Warranties of Huntsman

  	
  4

  
	
  4.2 

  	
   

  	
  Representations and Warranties of Apollo-Related Stockholders

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
   

  	
  Miscellaneous

  	
  5

  
	
  5.1 

  	
   

  	
  Term

  	
  5

  
	
  5.2 

  	
   

  	
  Notices

  	
  5

  
	
  5.3 

  	
   

  	
  Amendments; No Waivers

  	
  6

  
	
  5.4 

  	
   

  	
  Successors and Assigns

  	
  6

  
	
  5.5 

  	
   

  	
  Severability

  	
  6

  
	
  5.6 

  	
   

  	
  Counterparts

  	
  6

  
	
  5.7 

  	
   

  	
  Specific Performance

  	
  6

  
	
  5.8 

  	
   

  	
  Governing Law

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule A

  	
  Defined
  Terms

  	
   

  
	
  Schedule B

  	
  Current
  Beneficial Ownership

  	
   

  



 





















 


VOTING AND STANDSTILL AGREEMENT


 


This Voting and Standstill Agreement, dated as of December 23,
2008 (this “Agreement”), among on the one hand
Huntsman Corporation, a Delaware corporation (“Huntsman”);
and on the other hand Apollo Investment Fund VI, L.P., a Delaware limited
partnership; Apollo Overseas Partners VI, L.P., a Cayman Island exempted
limited partnership; Apollo Overseas Partners (Delaware) VI, L.P., a Delaware
limited partnership; Apollo Overseas Partners (Delaware 892) VI, L.P., a
Delaware limited partnership; Apollo Overseas Partners (Germany) VI, L.P., a
Cayman Islands exempted limited partnership; and AAA Guarantor—Co-Invest VI,
L.P., a Guernsey limited partnership (collectively, the “Apollo
Purchasers”), and Apollo Investment Fund IV, L.P., a Delaware
limited partnership; Apollo Overseas Partners IV, L.P., a Cayman Islands exempted
limited partnership; Apollo Investment Fund V, L.P., a Delaware limited
partnership; Apollo Overseas Partners V, L.P., a Cayman Islands exempted
limited partnership; Apollo Netherlands Partners V(A), L.P., a Cayman Islands
exempted limited partnership; Apollo Netherlands Partners V(B), L.P., a Cayman
Islands exempted limited partnership; Apollo German Partners V GmbH &
Co. KG, a German limited partnership; Apollo Advisors IV, L.P., a Delaware
limited partnership; Apollo Management IV, L.P., a Delaware limited
partnership; Apollo Advisors V, L.P., a Delaware limited partnership; Apollo
Management V, L.P., a Delaware limited partnership; Apollo Advisors VI, L.P., a
Delaware limited partnership; Apollo Management VI, L.P., a Delaware limited
partnership; Apollo Management, L.P., a Delaware limited partnership; Apollo
Global Management, LLC, a Delaware limited liability company; Leon D. Black and
Joshua J. Harris (collectively, including the Apollo Purchasers, the “Apollo Parties”), and Hexion Specialty Chemicals, Inc.,
a New Jersey corporation (“Hexion”);
Hexion LLC, a Delaware limited liability company; Nimbus Merger Sub Inc., a
Delaware corporation; and Craig O. Morrison (collectively, the “Hexion Parties” and, together with the Apollo Parties, the “Apollo-Related Stockholders”).  Certain capitalized and other terms used in
this Agreement are defined on Schedule A and references to a “Schedule” are, unless otherwise specified, to a Schedule
attached to this Agreement.


 


WHEREAS, Huntsman, Jon M. Huntsman, Peter R. Huntsman, the Huntsman
Family Stockholders (as defined therein) and the Apollo-Related Stockholders
have entered into that certain Settlement Agreement and Release dated as of December 14,
2008 (the “Settlement Agreement”) and
Huntsman and the Apollo Purchasers are concurrently entering into that certain
Note Purchase Agreement (the “Purchase Agreement”)
pursuant to which the Apollo Purchasers will purchase from Huntsman
$250,000,000 in principal amount of 7% Convertible Senior Notes due 2018 (the “Convertible Notes”) that are convertible into shares of
common stock, par value $0.01 per share, of Huntsman (“Common Stock”);
and


 


WHEREAS, the parties’ entering into this Agreement is a condition to
the parties entering into, and done in consideration of the parties’ mutual
agreements under, the Settlement Agreement and the Purchase Agreement;


 





















 


NOW, THEREFORE, Huntsman and the Apollo-Related Stockholders, intending
to be legally bound, hereby agree, effective as of the date hereof (the “Effective Time”), as follows:


 


SECTION 1.     STANDSTILL
PROVISIONS


 


Section 1.1                                      Acquisition and Transfer of Voting Securities.


 


(a)                                  The Apollo-Related
Stockholders agree that neither they nor any of their Affiliates, shall hold or
acquire Beneficial Ownership of any Voting Securities, or securities
exercisable for or convertible into Voting Securities, other than any shares of
Common Stock issuable upon conversion of the Convertible Notes or received in
payment of interest or principal on the Convertible Notes (the “Underlying Common Shares”) (such Underlying Common Shares,
together with the Convertible Notes, the “Settlement Securities”),
any Common Stock issued as dividends on or distributed in respect of such
Settlement Securities and any shares of Common Stock Beneficially Owned as of
the Effective Time and set forth on Schedule B.  If at any time the Apollo-Related
Stockholders become aware that they or any of their Affiliates are not in
compliance with the foregoing, then the Apollo-Related Stockholders shall as
promptly as reasonably practicable take all actions necessary, including the
divestiture of securities in a commercially reasonable period, to comply with
this Section 1.1(a).


 


(b)                                 Subject to Section 2.2,
the Apollo-Related Stockholders agree that, for a period of one year from the
date hereof (the “Lock Up Period”),
neither they nor any of their Affiliates will, without the prior written
consent of Huntsman, Transfer any Settlement Securities to any Person.  Notwithstanding the foregoing, the
prohibition on transfer set forth in the preceding sentence shall not apply to (i) any
shares of Common Stock received in payment of interest on the Convertible
Notes, (ii) Transfers to an Affiliate of the Apollo-Related Stockholders (other than Hexion and any of its Subsidiaries or any such
Affiliate that is then a Portfolio Company), or (iii) pledges
of Voting Securities as a security for borrowings in a bona fide financing from
an unaffiliated financial institution provided such financial institution
agrees in writing that, upon any foreclosure, it will be bound by the
provisions of this Agreement as though it were an Apollo-Related Stockholder.


 


Section 1.2     Further Restrictions on Conduct.  The Apollo-Related Stockholders agree that:


 


(a)                                  Neither the
Apollo-Related Stockholders nor any of their Affiliates shall seek or propose
to influence or control (whether through a 13D Group or otherwise) the
management, Board of Directors, policies or affairs of Huntsman or any of its
Subsidiaries and shall not initiate or propose any stockholder proposal or
action or make any “solicitation” of “proxies” (as such terms are defined in
Regulation 14A under the Exchange Act, as in effect on the date hereof) with
respect to the voting of or consenting with respect to, any Voting Securities,
or become a “participant” in a “solicitation” (as such terms are defined in
Regulation 14A under the Exchange Act, as in effect on the date hereof) in any
election contest with respect to the election or removal of any director of
Huntsman or in opposition to the publicly disclosed recommendation of the
majority of the directors of Huntsman with respect to any other matter relating
to the management and affairs of Huntsman or make any public statement (or take
any 


 


2





















 


action which would reasonably be expected to require or result in
disclosure publicly of their position) regarding any of the foregoing;


 


(b)                                 Neither the
Apollo-Related Stockholders nor any of their Affiliates shall initiate (or
solicit other Persons to initiate) or make any public statement regarding, any
tender or exchange offer for Voting Securities or other securities of Huntsman
or any of its Subsidiaries, or any Business Combination or recapitalization,
restructuring, liquidation or dissolution involving Huntsman or any of its
Subsidiaries;


 


(c)                                  Neither the
Apollo-Related Stockholders nor any of their Affiliates shall form, join or
participate in any 13D Group (other than among themselves) with respect to
acquiring, disposing or voting Voting Securities;


 


(d)                                 Neither the
Apollo-Related Stockholders nor any of their Affiliates shall request Huntsman
(or any of its directors, officers, employees or agents), directly or
indirectly, to amend or waive any of the provisions of this Agreement (except
in a manner that does not require or result in disclosure publicly or to third
parties);


 


(e)                                  Neither the Apollo
Related Stockholders nor any of their Affiliates shall engage in any short
sales or other derivative or hedging activities with respect to the Convertible
Notes or the Common Stock;


 


(f)                                    The Apollo-Related
Stockholders and each of their Affiliates shall not disclose any intention,
plan or arrangement inconsistent with any of the foregoing; and


 


(g)                                 Neither the
Apollo-Related Stockholders nor any of their Affiliates shall advise, assist or
knowingly encourage any other Persons to do any of the foregoing; provided,
however, that this Section 1.2(g) shall not limit or preclude
ordinary course of business commercial dealings of any Portfolio Company.


 


Section 1.3                                      Legends.  The
Apollo-Related Stockholders and their Affiliates agree that stop transfer
instructions reflecting the terms of this Agreement will be given to Huntsman’s
transfer agent with respect to the Underlying Common Shares and any Common
Stock issued as dividends on or distributed in respect of Settlement Securities
and that there will be placed on the certificates representing all Settlement
Securities an appropriate legend to ensure compliance with the terms of this
Agreement.  Huntsman agrees to take such
steps as are necessary such that such instructions and legends will be removed
effective as of the time the restrictions imposed by this Agreement no longer
apply.


 


SECTION 2.     VOTING
PROVISIONS


 


Section 2.1                                      Voting of Voting Securities. 
The Apollo-Related Stockholders agree that, in connection with any
matter in which the Apollo-Related Stockholders and their Affiliates have
voting rights in their capacity as stockholders (and for the avoidance of doubt
not as a holder of Convertible Notes), any Voting Securities held by the
Apollo-Related Stockholders and each of their Affiliates shall be cast for,
against or abstain in respect of any matter submitted to the holders of Voting
Securities, at the election of Huntsman, either (a) in the same proportion
as the votes cast for, against or abstain by all holders of Voting Securities
(other than the 


 


3





















 


Apollo-Related Stockholders) or (b) in the manner recommended by a
majority of the Board of Directors.  With
respect to such voting matters, Huntsman shall provide adequate advance notice
of its election hereunder and shall assist the Apollo-Related Stockholders in
implementing such election.


 


Section 2.2                                      Transfer of Voting Restrictions.  The Apollo-Related Stockholders agree that
neither they nor any of their Affiliates will Transfer any Settlement
Securities or any shares of Voting Securities to any Person unless and until
such transferee has agreed in writing to be bound by the restrictions set forth
in Section 2.1, with such transferee being deemed to be an Apollo-Related
Stockholder for purposes of Section 2 (provided that this Section 2.2
and the limitations in Section 2.1 shall not apply to Transfers (a) to
any Person or 13D Group in a public or private sale which would, immediately
after giving effect to such Transfer, Beneficially Own and of record own less
than 5% of the outstanding Voting Securities, (b) in an underwritten
public offering involving a Distribution or (c) effected in a regular
broker transaction pursuant to Rule 144).


 


SECTION 3.     PORTFOLIO
COMPANIES


 


Section 3.1                                      Portfolio Companies.  For
the purposes of the provisions of Sections 1.1(a), 1.2, 2.1 and 2.2 of this
Agreement, with respect to Affiliates of the Apollo-Related Stockholders that
are Portfolio Companies, the obligations of the Apollo-Related Stockholders and
their other Affiliates are limited to (i) not directing or otherwise
affirmatively causing or encouraging such Portfolio Company to violate the provisions
of Sections 1.1(a), 1.2, 2.1 and 2.2 of this Agreement and (ii) if they
become aware of a Portfolio Company acquiring Voting Securities of Huntsman or
otherwise violating the provisions of Sections 1.1(a), 1.2, 2.1 and 2.2 of this
Agreement, using reasonable efforts to cause such Portfolio Company to sell
such Voting Securities or otherwise comply with the provisions of Sections
1.1(a), 1.2, 2.1 and 2.2 of this Agreement.


 


SECTION 4.     REPRESENTATIONS
AND WARRANTIES


 


Section 4.1                                      Representations and Warranties of Huntsman.  Huntsman represents and warrants to the
Apollo-Related Stockholders that (a) Huntsman is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware and has the corporate power and authority to enter into this
Agreement and to carry out its obligations hereunder, (b) the execution
and delivery of this Agreement by Huntsman and the consummation by Huntsman of
the transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Huntsman and (c) this Agreement has been
duly executed and delivered by Huntsman and constitutes a valid and binding
obligation of Huntsman, and is enforceable against Huntsman in accordance with
its terms.


 


Section 4.2                                      Representations and Warranties of Apollo-Related Stockholders.  Each Apollo-Related Stockholder represents
and warrants to Huntsman that (a) with respect to each Apollo-Related
Stockholder that is not a natural person, such Apollo-Related Stockholder is a
corporation or other entity duly organized, validly existing and in good
standing under the laws of its state of incorporation or formation and has the
power and authority to enter into this Agreement and to carry out its
obligations hereunder, (b) the execution and delivery of this 


 


4





















 


Agreement by each of the Apollo-Related Stockholders and the
consummation thereby of the transactions contemplated hereby have been duly
authorized by all necessary action on its part and no other proceedings on its
part are necessary to authorize this Agreement or any of the transactions
contemplated hereby and (c) this Agreement has been duly executed and
delivered by each of the Apollo-Related Stockholders and constitutes a valid
and binding obligation of each of them, and is enforceable against each of them
in accordance with its terms.


 


SECTION 5.     MISCELLANEOUS


 


Section 5.1                                    Term.  This Agreement,
including the obligations and restrictions imposed on the Apollo-Related
Stockholders hereunder shall terminate upon the later to occur of (i) 11:59
p.m., New York City time on December 31, 2010 and (ii) the date on
which none of the Apollo-Related Stockholders or their Affiliates (including
any Portfolio Company so long as such Portfolio Company remains an Affiliate)
Beneficially Own or own of record Convertible Notes or any securities issued in
respect thereof or otherwise that represent 3% or more of the then-outstanding
Common Stock.


 


Section 5.2                                    Notices.  All notices
and communications provided for hereunder shall be in writing and sent (a) by
facsimile if the sender on the same day sends a confirming copy of such notice
by a recognized overnight delivery service (charges prepaid), or (b) by
registered or certified mail with return receipt requested (postage prepaid),
or (c) by a recognized overnight delivery service (with charges
prepaid).  Any such notice must be sent:


 


(i)                                     If
to the Company, to the Company at 500 Huntsman Way, Salt Lake City, Utah 84108  to the attention of
the Treasurer, facsimile number: (801) 584-5788 (with a copy to the
General Counsel, facsimile number: (801) 584-5782), or at such other address as
the Company shall have specified to the holder of each Note in writing.


 


(ii)                                  If
to any of the Apollo Parties, to Apollo Global Management, LLC at 9 West 57th
Street, 43rd Floor, New York, New York 10019  to
the attention of the General Counsel, facsimile number: (646) 607-0539 , or at
such other address as any of the Apollo Parties shall have specified to the
Company in writing.


 


(iii)                               If
to any of the Hexion Parties, to Hexion Specialty Chemicals, Inc., 180
East Broad Street, Columbus, Ohio  43215  to the attention of the General Counsel, facsimile number:
(216) 479-8776, or at such other address as any of the Hexion Parties shall
have specified to the Company in writing.


 


(iv)                              If
to any subsequent transferee pursuant to Section 2.2 that has agreed in
writing to be bound by the restrictions set forth in Section 2.1, to such
transferee at such other address as such transferee shall have specified to the
Company in writing.


 


Notices under this Section 5.2 will be deemed given only (x) when
actually delivered (or if such delivery is not on a Business Day, on the next
Business Day), (y) when facsimile confirmation is received (or if such
receipt is not on a Business Day, on the next Business Day) or, (z) if
sent by registered or certified mail, three Business Days after the date of
mailing.


 


5





















 


Section 5.3                                      Amendments; No Waivers.


 


(a)                                  Any provision of this
Agreement may be amended or waived if, and only if, such amendment or waiver is
in writing and signed, in the case of an amendment, by the parties hereto, or
in the case of a waiver, by the party against whom the waiver is to be
effective.


 


(b)                                 No failure or delay by
any party hereto in the exercise of any right hereunder shall impair such right
or be construed as a waiver of, or acquiescence in, any breach of any
representation, warranty or agreement herein, nor shall any single or partial
exercise of any such right preclude other or further exercise thereof or of any
other right.  All rights and remedies
existing under this Agreement are cumulative to, and not exclusive of, any
rights or remedies otherwise available.


 


Section 5.4                                      Successors and Assigns. 
All covenants and other agreements contained in this Agreement by or on
behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns whether so expressed or not.


 


Section 5.5                                      Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.


 


Section 5.6                                      Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original but all of which together shall constitute one instrument.  Each counterpart may consist of a number of
copies hereof, each signed by less than all, but together signed by all, of the
parties hereto.


 


Section 5.7                                      Specific Performance. 
The parties hereto each acknowledge and agree, and agree not to assert
otherwise in any proceeding, that a breach or threatened breach of any of the
provisions of this Agreement by a party will cause irreparable injury to the
other parties to this Agreement for which remedies at law would be inadequate
and, in recognition of that fact, agrees that, in the event of a breach or
threatened breach by any of them of the provisions of this Agreement, in
addition to any remedies at law, the aggrieved party, without posting any bond
and without any showing of irreparable injury, shall be entitled to obtain
equitable relief in the form of specific performance, a temporary restraining
order, a temporary or permanent injunction or any other equitable remedy which
may then be available.  The provisions of
this Section 5.7 are without prejudice to any other rights that the
parties hereto may have for any breach of this Agreement.  The parties further agree not to assert in any
proceeding that grounds for any equitable relief are not satisfied.


 


Section 5.8                                      Governing Law.  This
Agreement shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the laws of the State of Delaware, without
regard to the conflict of law principles thereof.  Any suit, action or proceeding arising out of
or relating to this Agreement shall only be instituted in the Delaware Chancery
Court, and if such court should decline jurisdiction, then in the Federal
courts within the State of Delaware. 
Each party agrees to personal jurisdiction in any action brought in any
court within 


 


6





















 


the State of Delaware having subject matter jurisdiction over the
matters arising under this Agreement. 
Each party waives any objection which it may have now or hereafter to
the laying of the venue of such action or proceeding and irrevocably submits to
the jurisdiction of any such court in any such suit, action or proceeding.  The parties unconditionally waive any right
to trial by jury in any such suit, action or proceeding.


 


*    *   
*    *    *


 


7





















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first referred to above.


 


	
   

  	
  APOLLO-RELATED
  STOCKHOLDERS

  
	
   

  	
   

  
	
   

  	
  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

  



 


[Signature page to Voting and Standstill Agreement]


 




















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AAA GUARANTOR - CO-INVEST VI, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AAA MIP Limited,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Apollo Alternative Assets, L.P.,

  
	
   

  	
   

  	
   

  	
  its investment manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Apollo Alternative Assets GP Limited,

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John J. Suydam

  
	
   

  	
   

  	
   

  	
  Name: John J. Suydam

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
  [Signature page to Voting and Standstill
  Agreement]

  



 

















 


	
   

  	
  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 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

  
	
   

  	
   

  	
   

  	
   

  
	
  [Signature page to Voting and Standstill
  Agreement]

  



 

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
  [Signature page to Voting and Standstill
  Agreement]

  



 

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
  [Signature page to Voting and Standstill
  Agreement]

  



 

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
  [Signature page to Voting and Standstill
  Agreement]

  



 

















 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  HEXION SPECIALTY CHEMICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig O. Morrison

  
	
   

  	
   

  	
  Name: Craig O. Morrison

  
	
   

  	
   

  	
  Title: President & Chief Executive
  Officer

  
	
   

  	
   

  
	
   

  	
  HEXION LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig O. Morrison

  
	
   

  	
   

  	
  Name: Craig O. Morrison

  
	
   

  	
   

  	
  Title: President & Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  NIMBUS MERGER SUB INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig O. Morrison

  
	
   

  	
   

  	
  Name: Craig O. Morrison

  
	
   

  	
   

  	
  Title: President & Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Craig O. Morrison

  
	
   

  	
  Craig O. Morrison

  
	
   

  	
   

  
	
  [Signature page to Voting and Standstill
  Agreement]

  



 

















 


	
   

  	
  HUNTSMAN
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel D. Scruggs

  
	
   

  	
   

  	
  Name: Samuel D. Scruggs

  
	
   

  	
   

  	
  Title: Executive Vice President
  General Counsel

  
	
   

  	
   

  	
   

  
	
  [Signature page to Voting and Standstill
  Agreement]

  



 

















 


Schedule A


 


DEFINED
TERMS


 


For purposes of this Agreement, the following terms shall have the
following meanings:


 


“Affiliate” of any specified Person
means any other person which, directly or indirectly, is in control of, is
controlled by, or is under common control with, such specified Person.  For purposes of this definition, control of a
Person means the power, direct or indirect, to direct or cause the direction of
the management and policies of such Person whether by contract or otherwise;
and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.


 


“Beneficially Own” or “Beneficial Ownership” with respect to any securities shall
mean having “beneficial ownership” of such securities (as determined pursuant
to Rule 13d-3 under the Exchange Act), including pursuant to any
agreement, arrangement or understanding, whether or not in writing.  For purposes of this Agreement, a Person
shall be deemed to “Beneficially Own” any securities that are the subject of a
derivative transaction entered into by such Person, or derivative security
acquired by such Person, which gives such Person the economic equivalent of
ownership of an amount of such securities due to the fact that the value of the
derivative is explicitly determined by reference to the price or value of such
securities, without regard to whether (a) such derivative conveys any
voting rights in such securities to such Person, (b) the derivative is
required to be, or capable of being, settled through delivery of such
securities, or (c) such Person may have entered into other transactions
that hedge the economic effect of such derivative.  In determining the number of Common Shares
deemed Beneficially Owned by virtue of the operation of the preceding sentence,
the subject Person shall be deemed to “Beneficially Own” (without duplication)
the number of shares of Common Stock that are synthetically owned pursuant to
such derivative transactions or such derivative securities.


 


“Board of Directors” shall mean the
board of directors of Huntsman.


 


“Business Combination” shall mean any
merger, consolidation, share, exchange, or similar business combination
transaction or any transfer, assignment, conveyance, lease or other disposition
by a referenced Person of all or substantially all of its assets.


 


“Business Day” means any day other than
a Saturday, a Sunday or a day on which commercial banks in New York, New York
or Houston, Texas are required or authorized to be closed.


 


“Distribution” shall mean a “distribution”
as defined in Rule 100 of Regulation M under the Securities Act.


 


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect.


 


“Person” shall mean any individual,
partnership (limited or general), joint venture, limited liability company, corporation,
association, business entity, trust, business trust, unincorporated
organization, government or department or agency of a government.


 

















 


“Portfolio Company”
means a company in which one or more Apollo Parties or their Affiliates own
debt or equity securities that (i) is actively engaged in providing goods
or services to third-party customers (i.e., is not purely a “captive” business
of an Apollo Party), and (ii) has its day-to-day operations managed by
individuals who are not employees of any Apollo Party and (iii) that is
not substantially engaged in the chemical business; provided, however, that
clause (iii) shall not apply to the definition of Portfolio Company for
purposes of the second sentence of Section 1.1(b).  For the avoidance of doubt, none of Hexion or
any of its Subsidiaries will be considered Portfolio Companies under this
Agreement.


 


“Rule 144” means Rule 144
promulgated under the Securities Act of 1933, as amended, as such rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC having substantially the same effect as such rule.


 


“SEC” means the Securities and Exchange
Commission.


 


“Securities Act” shall mean the
Securities Act of 1933, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time in effect.


 


“Subsidiary” shall mean, as to any
Person, any Person at least a majority of the shares of stock or other equity
interests of which having general voting power under ordinary circumstances to
elect a majority of the board of directors (or comparable governing body)
thereof (irrespective of whether or not at the time stock or equity of any
other class or classes shall have or might have voting power by reason of the
happening of any contingency) is, at the time as of which the determination is
being made, owned by such Person, or one or more of its Subsidiaries or by such
Person and one or more of its Subsidiaries.


 


“13D Group” shall mean any group of
Persons acquiring, holding, voting or disposing of securities which would be
required under Section 13(d) of the Exchange Act and the rules and
regulations thereunder (as in effect, and based on legal interpretations
thereof existing, on the date hereof) to file a statement on Schedule 13D with
the SEC as a “person” within the meaning of Section 13(d)(3) of the
Exchange Act if such group beneficially owned securities representing more than
5% of any class of securities then outstanding.


 


“Transfer” shall mean any sale,
exchange, transfer, pledge, encumbrance or other disposition, and “to Transfer”
shall mean to sell, exchange, transfer, pledge, encumber or otherwise dispose
of.


 


“Voting Securities” shall mean at any
time shares of any class of capital stock of Huntsman that are then entitled to
vote generally in the election of directors.


 


2

















 


Schedule B


 


CURRENT
BENEFICIAL OWNERSHIP


 


None.