SEC Info℠  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Hexion Inc. – ‘10-Q’ for 3/31/18 – ‘EX-10.7’

On:  Monday, 5/14/18, at 4:55pm ET   ·   For:  3/31/18   ·   Accession #:  13239-18-15   ·   File #:  1-00071

Previous ‘10-Q’:  ‘10-Q’ on 11/14/17 for 9/30/17   ·   Next:  ‘10-Q’ on 8/7/18 for 6/30/18   ·   Latest:  ‘10-Q’ on 11/12/21 for 9/30/21   ·   1 Reference:  By:  Hexion Inc. – ‘10-K’ on 3/10/21 for 12/31/20

Find Words in Filings emoji
 		  in    Show  and   ↓Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

 5/14/18  Hexion Inc.                       10-Q        3/31/18   73:11M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

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

‘EX-10.7’   —   Assignment and Extension of Amended and Restated Agreement of Pernis Sublease

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 <!   C:   C: 
  Exhibit  


EXHIBIT 10.7

PARTIAL ASSIGNMENT & EXTENSION OF THE AMENDED AND RESTATED AGREEMENT OF SUB-LEASE (PERNIS)



THIS AGREEMENT is made effective the 1st day of April, 2018 BETWEEN:

1.
HEXION PERNIS LEASE B.V., Seattleweg 17, Building 4, 3195 ND Pernis - Rotterdam, the Netherlands (“the Assignor”);

2.
HEXION VAD B.V., Seattleweg 17, Building 4, 3195 ND Pernis - Rotterdam, the Netherlands (“the Assignee”); and

3.
SHELL NEDERLAND RAFFINADERIJ B.V., a company incorporated under the laws of The Netherlands with its registered office at Vondelingenweg 601, 3196 KK Vondelingenplaat, Rotterdam, The Netherlands (“Shell”).


The 3 parties above collectively referenced as “the Parties”.


WHEREAS

(A)
Shell has leased its premises at Vondelingenweg 601, 3196 KK Vondelingenplaat, Rotterdam, The Netherlands (“Pernis Site”) from the municipality of Rotterdam (“Lease Agreement”);
(B)
Shell, Hexion B.V. and the Assignee, have executed agreements for the mutual provision at the Pernis Site of Services, Utilities, Materials and Facilities dated the date hereof (the “SUMF Agreements”);
(C)
Shell and Hexion B.V., as successor in interest of Shell Epoxy Resins Nederland B.V. entered into an Agreement of Sub-Lease dated October 29, 1999 for the Area (as hereinafter defined) at the Pernis site (the “Original Sub-Lease”) and subsequently amended and restated the Original Sub-Lease, by entering into an “Amended and Restated Agreement of Sub-Lease” (“the Amended and Restated Sub-Lease”) dated effective November 1, 2000;
(D)
The Lease Agreement is attached to the Amended and Restated Sub-Lease as Exhibit A and the approval of the municipality of Rotterdam for the Original Sub-Lease is evidenced by a letter of the Port of Rotterdam to Shell dated October 28, 1999 attached to the Amended and Restated Sub-Lease as Exhibit B;
(E)
Hexion B.V. assigned its rights and obligations in and to the Amended and Restated Sub-Lease to the Assignor pursuant to that certain Agreement of Transfer and Sublease Pernis Lease Agreement, dated November 6, 2015;
(F)
Pursuant to Article 1 of the Amended and Restated Sub-Lease, Shell has granted to the Assignor (referenced as “Newco” under such agreement) and the Assignor has taken on by way of sublease two parcels of land: one parcel of land contains the Resins Plant and its related facilities (the "Resins Parcel") and the other parcel of land contains the Versatics Plant and its related facilities (the "Versatics Parcel") with both the Resins Parcel and the Versatics Parcel being described in the Amended and Restated Sub-Lease in Exhibit C, but which the Parties desire to revise as attached to this Agreement as Exhibit C, and which shall replace the Exhibit C to the Amended and Restated Sub-Lease (hereinafter referred to collectively as the “Area”);
(G)
Pursuant to Article 12 of the Amended and Restated Sub-Lease, the Assignor (referenced as “Newco” under such agreement) is entitled to assign the Amended and Restated Sub-Lease to an Affiliate (as defined in the SUMF Agreements); The Assignor has expressed its desire to assign all its rights, title, interests, obligations and liabilities in the Amended and Restated Sub-Lease for the Versatics Parcel to its Affiliate the Assignee (“the Partial Assignment”); and
(H)
Pursuant to Article 3 of the Amended and Restated Sub-Lease, the Parties have expressed their intent to extend the term of the Amended and Restated Sub-Lease in addition to the other terms and conditions of this Agreement (“the Extension”).


NOW, THEREFORE, the Parties agree as follows subject to the terms of the Amended and Restated Sub-Lease:


Article 1 - Amendment of Exhibit C; Partial Assignment

1.
Exhibit C to the Amended and Restated Sub-Lease, containing descriptions of the Resins Parcel and the Versatics Parcel, is amended and restated in its entirety, and replaced with the Exhibit C attached to this Agreement.

2.
The Assignor assigns to the Assignee all its rights, title and interests, liabilities and obligations in the Amended and Restated Sub-Lease for the Versatics Parcel to the Assignee. For the avoidance of doubt, this Partial Assignment does not relate to the Resins Parcel.

The Assignee accepts the Partial Assignment and will be substituted in all the rights, title and interests, liabilities and obligations of the Assignor for the Versatics Parcel under the Amended and Restated Sub-Lease. It is contemplated that such Partial Assignment will be effective on 1 April 2018 (the “Effective Date”).





3.
Shell hereby gives its consent to the Partial Assignment and the substitution of the Assignee to all the rights and obligations of the Assignor for the Versatics Parcel under the Amended and Restated Sub-Lease.

3.
Undertaking: by accepting the Partial Assignment, the Assignee hereby undertakes to substitute itself for the Assignor, to be bound by and perform all the rights and obligations of Assignor for the Versatics Parcel under the terms of the Amended and Restated Sub-Lease as from the Effective Date (the Assignor remaining liable for any performance or failure to perform any of its obligations under the Amended and Restated Sub-Lease for the Resins Parcel and the Assignor remaining liable for any performance or failure to perform any of its obligations under the Amended and Restated Sub-Lease for the Versatics Parcel prior to the Effective Date).


Article 2 - Extension

As a consequence of having executed the “SUMF Agreements”, referenced in the preamble, the Parties agree to extend the term of the Amended and Restated Sub-Lease for fifteen (15) years from the Effective Date, provided that if the term of the SUMF Agreements are extended the term of the Amended and Restated Sub-Lease shall be automatically extended for the same period.

Article 3 - Severability

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Article 4 - Further Action

From and after the Effective Date, if any further action is necessary to carry out the purposes of this Agreement, Assignee and Assignor shall take such further action (including the execution and delivery of such further documents and instruments) as either Assignee or Assignor may reasonably request, all at the sole expense of the requesting party.

Article 5 - Compliance with the Lease Agreement and with the Amended and Restated Sub-Lease

Unless the context shall otherwise require, terms used and not defined herein shall have the meanings set forth in the Lease Agreement and the Amended and Restated Sub-Lease.

All procedures and other provisions set forth in the Lease Agreement and the Amended and Restated Sub-Lease shall govern this Agreement, unless otherwise provided herein. Except as expressly modified by this Agreement, the terms and conditions of the Lease Agreement and the Amended and Restated Sub-Lease, shall remain in full force and effect. This Agreement is binding upon the parties and their respective successors and assigns. To the extent the terms and conditions of the Lease Agreement and the Amended and Restated Sub-Lease conflict with or are inconsistent with this Agreement, the terms and conditions of this Agreement shall prevail.

Article 6 - Entire Agreement

This Agreement, together with the Lease Agreement and the Amended and Restated Sub-Lease, constitutes the entire agreement between the Parties regarding the subject matter contained herein
and supersedes any and all prior and/or contemporaneous oral or written negotiations, agreements or understandings.


[Remainder of page intentionally left blank. Signature page follows.]



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:5/14/188-K
For Period end:3/31/18
11/6/15
11/1/00
10/29/99
10/28/99
 List all Filings 

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/10/21  Hexion Inc.                       10-K       12/31/20  132:30M
↑Top
Filing Submission 0000013239-18-000015   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Mon., Apr. 29, 6:55:18.1pm ET