Exhibit 99.3
July 9, 2008
BY FACSIMILE AND OVERNIGHT COURIER
Craig O. Morrison
Hexion Specialty Chemicals, Inc.
180 East Broad Street
Columbus, Ohio 43215
Facsimile: (614) 225-7495
Joshua J. Harris
Apollo Management VI, L.P.
9 West 57th Street, 43rd Floor
New York, NY 10019
Facsimile: (212) 515-3288
Dear Josh and Craig:
Reference is made to William Carter’s letter dated July 8, 2008. As you are well aware, the Merger Agreement has no financing contingency. During our negotiations, and as explicitly drafted in the Merger Agreement, Hexion represented to us that the aggregate proceeds contemplated by the financing would be sufficient to pay the Required Amounts. Hexion further agreed to use its reasonable best efforts to obtain the required financing.
We did not agree that your obligations would be constrained by any particular capital structure. If you believe the merger cannot be consummated with the current financing, then you should seek financing, including debt or equity financing, to permit such consummation. As we have repeatedly said, however, we believe the financing contemplated by the Commitment Letter will be available and sufficient if you comply with your obligations.
As acknowledged in Hexion’s earlier letter, dated July 7, 2008, and as reiterated herein, Huntsman consents to (i) your engaging third party financial institutions in connection with seeking additional financing and (ii) providing Huntsman confidential information to such institutions so that you may satisfy your obligation to close the Merger. No additional consent is required under our confidentiality agreement for you to seek any and all debt and equity financing that will permit the consummation of the merger. As previously expressed, our consent is expressly conditioned upon your (x) actions complying in all respects with the existing Commitment Letter and (y) obtaining from such persons an executed confidentiality agreement. Additionally, we ask that you promptly notify us of the identity of any party to whom you have disclosed Huntsman confidential information.
10003 Woodloch Forest Drive, The Woodlands, Texas 77380
Tel: 281-719-6000 Fax: 281-719-6416 www.huntsman.com
