乐天堂fun88(中国区)官方网站

Exhibit 99.2

 

Jon M. 乐天堂fun88(中国区)官方网站

 

September 8, 2008

 

乐天堂fun88(中国区)官方网站 Corporation,

10003 Woodloch Forest Drive,

The Woodlands, Texas 77380

 

Attention:  

Peter R. 乐天堂fun88(中国区)官方网站

 

President and Chief Executive Officer

 

Ladies and Gentlemen:

 

I write to you on behalf of various family members and entities affiliated with the 乐天堂fun88(中国区)官方网站 family, including myself, set forth on Schedule A (the “乐天堂fun88(中国区)官方网站 Family Stockholders”).  We are following up on the August 28, 2008 offer from various other 乐天堂fun88(中国区)官方网站 shareholders to provide merger financing to Hexion Specialty Chemicals, Inc. (“Hexion”) and Apollo Global Management, LLC (“Apollo”) in which our expectation to participate in the purchase of CVRs (as discussed in and subject to the conditions set forth in such letter) was noted.

 

Our expectation has not changed with respect to the financing described in the August 28 letter (the “CVR Financing Letter”).  However, we understand that Hexion rejected this offer and, to our knowledge, refuses to consider supplemental equity financing on any terms.

 

Although we believe the CVR financing continues to be the best method for providing supplemental financing to Hexion, we are willing to explore other options.  To that end, we understand that various other shareholders have offered to make to 乐天堂fun88(中国区)官方网站 Corporation (the “Company”) a backstop commitment that is conditioned on the 乐天堂fun88(中国区)官方网站 Family Stockholders making a similar backstop commitment to the Company in an aggregate amount (including the commitments of all other shareholders

 



 

and 乐天堂fun88(中国区)官方网站 Family Stockholders) of $416,460,102.  Accordingly, subject to the three conditions set forth immediately below, each of the 乐天堂fun88(中国区)官方网站 Family Stockholders hereby severally agrees to make a payment in cash to the Company (a “Backstop Payment”) in connection with the consummation of the merger in the amount set forth opposite the name of each 乐天堂fun88(中国区)官方网站 Family Stockholder on Schedule A.  The 乐天堂fun88(中国区)官方网站 Family Stockholders will receive no equity, debt or other instrument in return for making the Backstop Payments.  There are only three conditions to our commitment:

 

(1)

The Company concludes that, for whatever reason, it is not practical on a timely basis to cause Hexion to accept the CVR financing,

 

 

(2)

The merger is consummated on the terms provided in the current merger agreement on or prior to November 2, 2008, and

 

 

(3)

The backstop commitments of the other 乐天堂fun88(中国区)官方网站 shareholders referenced above (“Other Commitment Letters”) constitute an aggregate amount (including our commitment hereunder) of not less than $416,460,102, and the Company does not release any party from such commitments once made.

 

We understand that the shareholder offer to purchase CVRs from Hexion continues to be outstanding pursuant to its original terms.  Our commitment herein to make Backstop Payments is not intended to supplement the CVRs.  If we purchase CVRs or make an equity or similar investment in the combined company as may be agreed with Hexion, and the signatories to the Other Commitment Letters are also offered the opportunity to purchase CVRs or make such investments on the same terms and conditions, in each case in amounts proportionate to their respective Backstop Payments, then our commitment to make Backstop Payments to the Company will terminate.

 

If the Company agrees to accept our commitment, please countersign this letter and return a copy to me.  Upon delivery of the Company’s counterpart signature page to this letter and the Company entering into the Other Commitment Letters, this letter will become a binding contract between the Company and the 乐天堂fun88(中国区)官方网站 Family Stockholders.  If the Company does not so accept our commitment and does not enter into the Other Commitment Letters on or prior to September 11, this offer to make the Backstop Payments will terminate without effect.  The Company has informed us that it will request the consent of Hexion prior to accepting our commitments and the

 

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Company hereby represents and warrants to the 乐天堂fun88(中国区)官方网站 Family Stockholders that its acceptance of our commitments and entry into this letter will not conflict with or constitute a breach of its obligations under the merger agreement.

 

This letter shall be governed by and construed in accordance with the laws of the State of New York.  Our obligations under this letter are solely for the Company’s benefit, and may not be relied upon or enforced by any other person.  The terms of this letter may be amended or waived only by a written instrument signed by the Company and each of the undersigned that is affected by the amendment or waiver.  This letter may be executed in any number of counterparts, all of which when taken together shall constitute a single instrument.  You and we hereby irrevocably waive to the full extent permitted by applicable law all right to trial by jury in any suit, action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this letter or the transactions contemplated hereby.

 

[Remainder of Page Intentionally Left Blank]

 

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Very truly yours,

 

 

 

 

 

/s/ Jon M. 乐天堂fun88(中国区)官方网站

 

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ACCEPTED AND AGREED

on September 11, 2008:

 

HUNTSMAN CORPORATION

 

 

 

 

By:    

/s/ Peter 乐天堂fun88(中国区)官方网站

 

Name: 

Peter 乐天堂fun88(中国区)官方网站

 

Title:

President and Chief Executive Officer

 

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SCHEDULE A

 

乐天堂fun88(中国区)官方网站 Family Stockholder

 

Backstop Payment

 

乐天堂fun88(中国区)官方网站 Family Holdings Company LLC

 

US$

101,793,783

 

The Jon and Karen 乐天堂fun88(中国区)官方网站 Foundation

 

US$

79,286,480

 

Karen H. 乐天堂fun88(中国区)官方网站 Inheritance Trust

 

US$

83,356

 

乐天堂fun88(中国区)官方网站 Financial Corporation

 

US$

2,317,588

 

Peter R. 乐天堂fun88(中国区)官方网站

 

US$

2,709,099

 

Spouse of Peter R. 乐天堂fun88(中国区)官方网站, as custodian for children

 

US$

43,680

 

TOTAL

 

US$

186,233,986

 

 

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