Exhibit 99.3
SENT VIA FACSIMILE AND EMAIL
September 8, 2008
Hexion Specialty Chemicals, Inc.
Attention: William H. Carter
180 East Broad Street
Columbus, OH 43215
Facsimile: (614) 225-7299
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Re: |
Agreement and Plan of Merger, dated as of July 12, 2007 (the “Merger Agreement”), among Hexion Specialty Chemicals, Inc., Nimbus Merger Sub Inc. and 乐天堂fun88(中国区)官方网站 Corporation |
Dear Sir:
Reference is made to the Merger Agreement and in particular to Section 4.1 thereof. 乐天堂fun88(中国区)官方网站 Corporation (“乐天堂fun88(中国区)官方网站”) has received the attached proposals from certain existing shareholders of 乐天堂fun88(中国区)官方网站 offering to make backstop payments to 乐天堂fun88(中国区)官方网站 in connection with the closing of the merger contemplated by the Merger Agreement (the “Merger”). These backstop payments would be made if you fail to accept the CVR proposal that certain of these shareholders made to you on August 28, 2008, or other financing arrangements involving these shareholders. These backstop commitments guarantee that at least an additional $416,460,102 of cash will be added to the balance sheet of 乐天堂fun88(中国区)官方网站. These backstop payments do not require the issuance of any additional equity, debt or other instrument by 乐天堂fun88(中国区)官方网站 or Hexion Specialty Chemical, Inc. (“Hexion”) and impose no obligation on 乐天堂fun88(中国区)官方网站 or Hexion, other than notice that you will not accept any CVR or other financing proposal.
Your consent to 乐天堂fun88(中国区)官方网站’s acceptance of the foregoing backstop commitments is requested. We remind you that, under the Merger Agreement, your consent may not be unreasonably withheld, delayed or conditioned. Please signify your consent by countersigning in the place indicated below and faxing to the attention of the undersigned at (801) 584-5782.
As you will note, we must accept these proposals by their terms on or prior to September 11, 2008. We believe it is important for us to act quickly to secure the benefits that we will receive under the terms of these backstop payment agreements and request your response promptly, but in no event later than 5:00 p.m. Eastern Time, September 11, 2008. If you have any questions or concerns, please do not hesitate to contact the undersigned at (801) 584-5830.
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乐天堂fun88(中国区)官方网站 Corporation |
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/s/ Samuel D. Scruggs |
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Samuel D. Scruggs |
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Executive Vice President and General Counsel |
Agreed and Accepted
as of the date first written above
Hexion Specialty Chemicals, Inc.
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By: |
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Title: |
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Enclosure
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cc: |
Ellen Berndt, Craig O. Morrison, and Nathan E. Fisher (via e-mail) |
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Jordan Zaken and Scott Kleinman (via e-mail) |
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John M. Scott, Esq. (via e-mail) |
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Andrew J. Nussbaum, Esq. (via e-mail) |
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