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As Of Filer Filing For·On·As Docs:Size 5/14/18 Hexion Inc. 10-Q 3/31/18 73:11M |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 758K 2: EX-10.1 2018 Incentive Compensation Plan HTML 40K 3: EX-10.2 Deer Park Site Servces, Utilities, Materials and HTML 244K Facilities Agreement 4: EX-10.3 Moerdijk Vad Site Services, Utilities, Materials HTML 258K and Facilities Agreement 5: EX-10.4 Pernis Vad Site Services, Utilities, Materials and HTML 269K Facilities Agreement 6: EX-10.5 Pernis Beri Site Services, Utilities, Materials HTML 271K and Facilities Agreement 7: EX-10.6 Assignment and Assumption of Deer Park Ground HTML 35K Lease and Extension 8: EX-10.7 Assignment and Extension of Amended and Restated HTML 37K Agreement of Pernis Sublease 9: EX-10.8 First Amended and Restated Moerdijk Agreement of HTML 71K Lease 10: EX-10.9 Extension of Amended and Restated Agreement of HTML 31K Moerdijk Lease 11: EX-31.1(A) Section 302 CEO Certification HTML 29K 12: EX-31.1(B) Section 302 CFO Certification HTML 29K 13: EX-32.1 Section 906 CEO & CFO Certification HTML 25K 20: R1 Document and Entity Information Document HTML 41K 21: R2 Condensed Consolidated Balance Sheets HTML 146K 22: R3 Condensed Consolidated Balance Sheets HTML 42K (Parentheticals) 23: R4 Condensed Consolidated Statements of Operations HTML 61K 24: R5 Condensed Consolidated Statements of Comprehensive HTML 34K Income 25: R6 Condensed Consolidated Statements of Cash Flows HTML 110K 26: R7 Condensed Consolidated Statement of Equity HTML 35K (Deficit) 27: R8 Background and Basis of Presentation HTML 28K 28: R9 Significant Accounting Policies HTML 124K 29: R10 Restructuring (Notes) HTML 51K 30: R11 Related Party Transactions HTML 77K 31: R12 Fair Value HTML 52K 32: R13 Debt Obligations HTML 78K 33: R14 Commitments and Contingencies HTML 72K 34: R15 Pension and Postretirement Expense HTML 59K 35: R16 Disposition (Notes) HTML 26K 36: R17 Segment Information HTML 91K 37: R18 Changes in Accumulated Other Comprehensive Income HTML 44K Level 1 (Notes) 38: R19 Income Taxes (Notes) HTML 30K 39: R20 Guarantor Non-Guarantor Subsidiary Financial HTML 577K Information 40: R21 Significant Accounting Policies Level 2 (Policies) HTML 177K 41: R22 Significant Accounting Policies Level 3 (Tables) HTML 114K 42: R23 Restructuring (Tables) HTML 48K 43: R24 Related Party Transactions Level 3 (Tables) HTML 70K 44: R25 Fair Value Level 3 (Tables) HTML 45K 45: R26 Debt Obligations Level 3 (Tables) HTML 75K 46: R27 Commitments and Contingencies Level 3 (Tables) HTML 53K 47: R28 Pension and Postretirement Expense Level 3 HTML 59K (Tables) 48: R29 Segment Information Level 3 (Tables) HTML 85K 49: R30 Changes in Accumulated Other Comprehensive Income HTML 44K Level 3 (Tables) 50: R31 Guarantor Non-Guarantor Subsidiary Financial HTML 575K Information Level 3 (Tables) 51: R32 Background and Basis of Presentation Level 4 HTML 23K (Details) - Number of Reportable Segments 52: R33 Significant Accounting Policies Level 4 (Details) HTML 94K 53: R34 Restructuring Restructuring and Cost Reduction HTML 44K Programs (Details) 54: R35 Restructuring Changes in liabilities recorded HTML 30K related to contract termination costs and ARO (Details) 55: R36 Related Party Transactions Level 4 (Details) HTML 69K 56: R37 Fair Value Level 4 (Details) - Fair Value of Debt HTML 35K 57: R38 Debt Obligations Level 4 (Details) HTML 77K 58: R39 Commitments and Contingencies Level 4 (Details) - HTML 68K Environmental Liabilities 59: R40 Commitments and Contingencies Level 4 (Details) - HTML 27K Non-Environmental Liabilities 60: R41 Pension and Postretirement Expense Level 4 HTML 44K (Details) - Components of net pension and postretirement expense benefit 61: R42 Disposition (Details) HTML 26K 62: R43 Segment Information Level 4 (Details) - Revenues HTML 45K by Segment 63: R44 Segment Information Level 4 (Details) - EBITDA by HTML 30K Segment 64: R45 Segment Information Level 4 (Details) - HTML 58K Reconciliation of Segment EBITDA to Net Income 65: R46 Changes in Accumulated Other Comprehensive Income HTML 42K Level 4 (Details) - Summary of Changes in Accumulated Other Comprehensive Income 66: R47 Income Taxes (Details) HTML 28K 67: R48 Guarantor Non-Guarantor Subsidiary Financial HTML 34K Information Level 4 (Details) - Additional Information 68: R49 Guarantor Non-Guarantor Subsidiary Financial HTML 208K Information Level 4 (Details) - Consolidating Balance Sheets 69: R50 Guarantor Non-Guarantor Subsidiary Financial HTML 97K Information Level 4 (Details) - Consolidating Statement of Operations 70: R51 Guarantor Non-Guarantor Subsidiary Financial HTML 94K Information Level 4 (Details) - Consolidating Statement of Cash Flows 72: XML IDEA XML File -- Filing Summary XML 118K 71: EXCEL IDEA Workbook of Financial Reports XLSX 77K 14: EX-101.INS XBRL Instance -- msc-20180331 XML 3.42M 16: EX-101.CAL XBRL Calculations -- msc-20180331_cal XML 188K 17: EX-101.DEF XBRL Definitions -- msc-20180331_def XML 820K 18: EX-101.LAB XBRL Labels -- msc-20180331_lab XML 1.37M 19: EX-101.PRE XBRL Presentations -- msc-20180331_pre XML 947K 15: EX-101.SCH XBRL Schema -- msc-20180331 XSD 171K 73: ZIP XBRL Zipped Folder -- 0000013239-18-000015-xbrl Zip 245K
Exhibit |
1.1
| SNC hereby lets to Newco the site indicated in Attachment 1, measuring approx. 1.1034 ha in area, situated in Chemieweg at 25 Moerdijk and known at present as a part of the plot recorded in the land registry as Municipality of Klundert, Section C, numbers 1902, 1903 and 1904 (the "Site"), on which the Veova manufacturing facilities are located.that have been transferred to Newco under the "Asset Contribution Agreement" dated 26th October 1999 (hereinafter: the "Facilities"). |
1.2 | The Site is let in the condition in which is was on the date hereof (the "Original State"). |
1.3
| SNC reserves a mandatory right of way throughout the Site in locations reasonably determined by Newco for the purposes of laying and maintaining cables, pipelines, etc., subject tc:i the proviso that no substantial hindrance, disruption or interruption of the operation of the Facilities shall be caused thereby. Newco shall not be entitled to any compensation whatsoever on that account and shall tolerate the laying, inspection, maintenance and replacement of the pipeline(s). Existing SNC cables and lines shall be outlined on a drawing yet to be produced. |
1.4 | Should either party wish the leased Site to be enlarged, SNC and Newco shall ente·r into |
2.1 | The lease is deemed to have entered into effect on 1 November, 2000 and shall end 31 October, 2020. Thereafter Newco shall have the right of prolongation of the lease for three immediately consecutive periods of five years on each occasion at the initial rent equal to the index limited rent effective at the end of the preceding period and otherwise under the same terms and conditions with the exception of those of the present Article. Under pain of the lapse of its right, it shall be obliged to inform SNC in writing at least one year before each such prolongation is due
to commence that it shall avail itself of that right. Notwithstanding the previous sentence, upon the extension of the term of the SUMF Agreement, the term of this Lease shall be automatically extended for the same period as the SUMF Agreement. This Lease supersedes the Lease between SNC and Newco for the Site dated October 1, 1999. |
2.2 | Should either party wish the Lease to be prolonged beyond the periods referred to in the |
2.4 | SNC may, in addition to its other remedies, terminate this Lease in any of the following circumstances: |
3.3 | As and when the CBS publishes the aforesaid price index figure on the basis of a
new baseline year, this new series shall be applied in the revision of the rent, with the use of a coupling factor if necessary. In the event of any difference of opinion on this matter, the opinion of the CBS shall prevail. |
3.4 | The rent shall never amount to less than the rent of the previous quarter. |
3.5 | Should the aforesaid data of the Central Bureau for Statistics fail to materialize, the rent adjustment shall be calculated by mutual
agreement in accordance with similar criteria. |
3.6 | All moneys owed by Newco to SNC under the present Agreement shall be remitted by credit transfer to an account number to be indicated by SNC within 30 days after they have each been charged to Newco. Periodical payments such as rent payments shall be made in advance based on statements rendered by SNC. |
3.7 | The rent shall be augmented by the statutory turnover tax. For that purpose, parties
shall jointly opt for taxed rent. Newco shall sign and hand over the VAT option declaration drawn up by SNC for that purpose at the time of signing of the present Agreement. |
3.8 | Any shortcoming in the punctual payment of the rent shall oblige Newco, without any notice of default or other notification being required, to pay SNC interest at the Default Rate (as defined in the SUMF Agreement) on the outstanding amount (including any interest due) for each month or part of a month that payment is outstanding. |
4.1 | Without
the consent in writing of SNC, which consent shall not be unreasonably withheld or delayed, the Site may solely be used for the operation of the Facilities, and the Site or parts thereof may not be sub-let without the consent in writing of SNC, not to be unreasonably withheld or delayed. |
4.2 | Newco shall run the Site in accordance with the industry standards applied by the industry in similar operations and in keeping with good industry practice and in compliance in all material respects with applicable law. Newco shall abide by the SNC/Moerdijk Standards. |
4.3 | Newco
shall at all times abide by all applicable legislation, regulations and government orders, have the licenses required and abide by those licenses. Moreover, as and when the Facilities are extended or modified, business operations are pursued and use is made of the Site in general, and as and when any activities are pursued for these purposes, all regulations issued by applicable governmental agencies shall be complied with, whether now or in the future, including those concerning the location of the plants, in order to avert any danger, damage or miscarriage or any overloading of the soil. Furthermore, Newco shall prevent any extension or modification of the Facilities from inflicting additional costs on SNC or other parties established on the Site and SNC shall prevent any extension or modification of its Facilities at the Site from materially and adversely affecting the Site other than as may be permitted under the SUMF Agreement. If such costs are nonetheless inflicted,
they shall be borne by Newco or SNC, as the case may be. 4.4 SNC shall have access to the Site and the structures erected thereon after prior notice to Newco and during normal business hours if such access does not unreasonably interfere with Newco's operations at the Site in any material respect. SNC shall be entitled to enter the Site in case of an emergency, such as a fire or an explosion on the Site, so as to be in a position to take any measures SNC determines fit to take with respect to such emergency. |
4.5 | Newco may only construct entrances and exits with the prior consent of SNC in writing. |
4.6 | The
fences, buildings and plants may only bear advertisements, inscriptions, announcements, signs and the like pertaining to the business operations of Newco as well as those prescribed by government agencies. |
5.1 | Newco shall, at Newco's expense, keep the Site in a clean and orderly condition, free of accumulations of dirt, rubbish, snow, ice and unlawful obstructions. Newco shall also keep the Facilities in good order and condition, ordinary wear and |
5.2 | All costs of laying and maintaining paving, sewers,
electricity, gas and water lines and lighting on or for the purposes of the Site shall be borne by Newco unless such cost is provided for under the SUMF Agreement. If such lines and lighting are used by Newco and others, such costs of laying and maintaining shall be prorated among all users. |
6.1 | Unless otherwise agreed, Newco shall release the Site to SNC at the end of the lease either in the Original State or stripped of all objects above ground thereon or therein such as greenery, fencing, paving, signposting, pipes and cables, buildings, plants and other,
at the option of SNC. |
6.2 | Unless removed by the end of the lease, all objects that might then still be present on or in the Site shall revert to SNC, without SNC owing any compensation and without prejudice to any other rights of SNC. |
7 .1 | If any soil or groundwater remediation or management measures are
taken by SNC or Newco that pertain in any way to the activities of Newco on the Site, the costs thereof shall be borne by Newco. |
7.2 | Parties have conducted or arranged a study of the environmental state of the Site soil and groundwater at the start of the Original Lease (the "Baseline Study"). At the end of the lease the Site shall again be studied. Should any deterioration of the environmental state of the Site soil and groundwater have occurred after the date of the Baseline Study, Newco shall ensure that it is remediated to the environmental states at the date of the Baseline Study, unless parties agree otherwise. Should the government regulations then in force require remediation at the end
of the lease that goes beyond remediation to the environmental state of the Site soil and groundwater at the start of the lease. SNC and Newco shall discuss with one another the costs of those more extensive measures and the imputation of those costs to SNC and/or Newco. |
9.1 | Newco shall hereby co-operate from the outset with any transfer by SNC of its- legal relationship with Newco under the present Agreement to a Group company so that such transfer
is effected as soon as SNC and the Group company concerned have informed Newco thereof. |
9.2 | A "Group company" shall be understood to mean: |
(i) | to be a direct affiliate of another corporation if the latter possesses shares or equivalent rights entitling it to cast fifty per cent (50%) or more of the votes at a general shareholders' meeting (or equivalent body) of the former; and to be an indirect affiliate of several corporations if they possess shares or equivalent rights entitling them to jointly cast fifty per cent (50%) or more of the votes at its general shareholders' meeting (or equivalent body); and |
(ii) | to
be an indirect affiliate of one or more corporations ("the parent company/companies") if a series of corporations can be identified that stans with the parent company/companies and ends with that corporation, with the relationship between the corporations being such that each corporation in the series, except the parent company/companies, is a direct affiliate of one or more of the corporations preceding it in the series. |
11.1 | Any dispute arising out of or in connection with this Lease, including any question regarding the existence, validity or termination of this Lease, shall be exclusively processed in accordance with this Article 11. |
11.2 | In
the event of a dispute between the parties, the parties shall, within ( 10) days of a written request by either party to the other party, meet in good faith to resolve such dispute or differences. |
11.3 | Any dispute which cannot be resolved by the parties shall be submitted to the Joint Operating Committee under the SUMF Agreement which shall endeavor to amicably resolve the dispute. The parties shall provide the Joint Operating Committee with such information as it reasonably requires to enable it to determine the issues relevant to the dispute. |
11.4 | Any
dispute which cannot be resolved by the Joint Operating Committee shall be submitted to the Steering Committee under the SUMF Agreement, which shall endeavor to amicably resolve the dispute. The parties shall provide the Steering Committee with such information as it reasonably requires to enable it to determine the issues relevant to the dispute. |
11.5 | Any dispute which cannot be resolved by the Steering Committee shall be submitted to mediation before a mediator selected by the Steering Committee. The parties shall bear their own costs for mediation and the cost of the mediator shall be borne equally. |
11.6 | If
the parties are unable to select a mediator within fifteen (15) days or if the dispute is not resolved as a result of the mediation within sixty (60) days (or such other period as may be agreed by the parties), either party may submit the matter to arbitration for final, binding and exclusive settlement by three arbitrators in accordance with the UNCITRAL Arbitration Rules, with the President of the ICC Court of International Arbitration to act as the appointing authority, such arbitration to be held in Rotterdam, Netherlands. Any arbitration decision pursuant to this Article 11 shall be final and binding upon the parties and judgment thereon may be entered in any court of competent jurisdiction. Costs incurred by the parties in carrying on any arbitration proceeding hereunder (including reasonable attorneys' fees and arbitration fees) shall be borne by the non-prevailing party or apportioned by the arbitrator based on fault. |
11.7 | Pending
resolution of any dispute between the parties, the parties shall continue to perform in good faith their respective obligations under this Lease based upon the last agreed performance demonstrated prior to the dispute. |
11.8 | Resolution of any dispute between the parties involving payment of money by one party to the other shall include payment of interest, if any, from the original due date of such amount. |
11.9 | Each party shall, in addition
to all rights provided herein or provided by law, be entitled to the remedies of specific performance and injunction to enforce its rights hereunder. |
11.10 | The fact that the dispute resolution procedures specified in this Article 11 shall have been or may be invoked shall not excuse any party from performing its obligations under this Lease, and during the pendency of any such procedure all parties shall continue to perform their respective obligations in good faith. |
15.1 | All notices. requests. waivers, demands, directions and other communications required or permitted to be given under this Agreement sball be in writing and in English. This provision shall not prevent communications relating to the operations of the Site from being made in the language spoken in the jurisdiction in which the Site is situated. Notices may be given in electronic form (including facsimile transmission and telex communications and e-mail) and shall be delivered personally, sent by facsimile transmission, or email,
sent by nationally recognized overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the other Parties at their addresses set forth in the introductory paragraphs of this Agreement (or such at their address for a Party as shall be specified by like notice from such Party to the other Party) and, in the case of the Newco. to the attention of the Plant Manager. with copies to: |
15.2 | A Party may change its notice details on giving notice to the other Party of the change in accordance with this Article 15. That notice shall only be effective on the date falling three (3) clear business days after the notification has been received or such later date as may be specified in the notice. Any notice so delivered will comply with the terms of this Article 15. |
By: |
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This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 5/14/18 | 8-K | ||
For Period end: | 3/31/18 | |||
10/29/99 | ||||
10/1/99 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/10/21 Hexion Inc. 10-K 12/31/20 132:30M |