Exhibit 10.1
Agreement for Adjustment and Termination of Services under
Kraton/Shell SUMF and OMS
Agreements at Pernis
This Agreement is made and
entered into as of this 28th day of June, 2007, by and between
Shell Nederland Chemie B.V., a company formed under the laws of the
Netherlands (“ SNC ”), and Kraton Polymers
Nederland B. V., a company formed under the laws of the Netherlands
(“ Kraton ”); Kraton and SNC are collectively
known as the (“ Parties ”).
WHEREAS, the Parties have entered
into a First Amended and Restated Site Services, Utilities,
Materials and Facilities Agreement (referred to as
“SUMFs”) and a first amended and restated Operation and
Maintenance Service Agreement (“OMS”) on or about
February 28, 2001;
WHEREAS, the SNC intends to end the
production of isoprene concentrate (“Isoprene”) under a
tolling agreement with Shell Chemicals Europe B.V.
(“SCE”) on or about December 31, 2009; and
WHEREAS, the Parties now wish to
enter in to a cooperative arrangement to allow for the smooth
transition and to manage the manage the impacts from termination of
Isoprene production at SNC; and
WHEREAS, one such impact of
SNC’s decision to end production of Isoprene is possibly the
early shutdown of the SIS and IR plants owned by Kraton at the SNC
Pernis complex;
NOW, THEREFORE, the Parties hereto
agree as follows:
| 1. |
|
Definitions and Inconsistencies. |
| |
1.1 |
|
Definitions and Procedures. Unless the context shall
otherwise require and unless otherwise provided herein, capitalized
terms used herein shall have the meanings set forth in SUMFs and
OMS Agreements. |
| |
| |
|
|
CMR is the monomers and rubber complex at the Site including
the rubber warehouses. |
| |
| |
1.2 |
|
Inconsistencies. In the event of any inconsistency, this
Agreement shall prevail over the SUMFs and OMS Agreements. |
| |
2.1 |
|
SIS Plant . At some point Kraton intends to
shutdown their SIS plant at Pernis. Such shutdown will reduce
Kraton’s need for workers under the OMS Agreement. It is
expect that the shutdown will take place in stages but could begin
before the end of calendar year 2007. |
| |
| |
2.2 |
|
IR Plant . At some point Kraton intends to
shutdown their IR plant. Such shutdown will reduce Kraton’s
need for workers under the OMS Agreement. It is expected that the
shutdown will take place in stages and could be fully implemented
around the end of calendar year 2009. The final shutdown will be
coordinated with the business needs of both Parties and SCE and
with the intended shutdown of SNC’s Isoprene plant. |
| |
| |
2.3 |
|
Timing for SIS and IR Plant Shutdowns . During
the course of the next several months Kraton will provide SNC with
its Production and Manpower Case outlining the probable closure
time for its SIS and IR plants taking into account the
business |
