<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
------------------------
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-10059
STERLING CHEMICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
DELAWARE 76-0185186
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1200 SMITH STREET SUITE 1900 77002-4312
HOUSTON, TEXAS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 650-3700
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
<TABLE>
<S> <C>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- --------------------------------------------- ---------------------------------------------
Common Stock, par value $.01 per share New York Stock Exchange, Inc.
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to this
Form 10-K. /X/.
----
As of December 5, 1994, the number of shares of common stock outstanding
was 55,673,991. As of such date, the aggregate market value of common stock held
by nonaffiliates, based upon the closing price of these shares on the New York
Stock Exchange, was approximately $430 million.
DOCUMENTS INCORPORATED BY REFERENCE:
(1) Portions of the Company's Annual Report to Shareholders for the fiscal year
ended September 30, 1994 (Part II Items 5-8 & Part IV Item 14 (a) 1)
(2) Portions of the Company's definitive Proxy Statement dated December 19, 1994
(Part III Items 10-12).
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<PAGE> 2
3. Exhibits
Except as otherwise noted under "Description of Exhibit," each
exhibit is incorporated by reference to the exhibit of the same
number filed with the Company's Registration Statement of Form S-1
(Registration No. 33-24020).
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<S> <C>
2.1 Purchase Agreement dated as of August 20, 1992 between Tenneco
Canada Inc. as Seller, and Sterling Pulp Chemicals, Ltd. and
Sterling Canada, Inc. as Buyers (Purchase Agreement)incorporated
by reference from Exhibit 2.1 to the Company's Current Report on
Form 8-K dated as of September 3, 1992.
3.1 Restated Certificate of Incorporation of the Company.
**3.2 Amended By-laws of the Company.
4.2 Form of Registration Rights Agreements dated as of July 30, 1986
among the Company and the holders of Common Stock listed on the
signature page thereto.
10.1 Asset Purchase Agreement dated August 1, 1986, between Monsanto
Company and the Company incorporated by reference from exhibit
10.1 to the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1992.
</TABLE>
1
<PAGE> 3
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
----------- -----------------------------------------------------------------
<S> <C>
10.2 Third Amended and Restated Credit Agreement dated as of August
20, 1992 among the Company, the Banks, The Chase Manhattan Bank
(National Association) ("Chase"), and The Bank of Nova Scotia, as
Agent incorporated by reference from Exhibit 10.2(F) to the
Company's Current Report on Form 8-K dated September 2, 1992.
10.3 Amendment No. 1 dated as of August 20, 1992 among the Company,
the Banks and The Bank of Nova Scotia as Agent incorporated by
reference from exhibit 10.3 to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1992.
10.3(A) Amendment No. 2 dated as of June 30, 1993 among the Company, the
Banks and The Bank of Nova Scotia, as Agent.
**10.3(B) Amendment No. 3 dated as of April 29, 1994 among the Company, the
Banks and The Bank of Nova Scotia, as Agent.
10.4 Third Amended and Restated Security Agreement dated as of August
20, 1992, among the Company, the Banks and The Bank of Nova
Scotia, as Agent incorporated by reference from exhibit 10.4 to
the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1992.
10.5 First Amendment to Credit Agreement dated as of August 20, 1992
among Sterling Canada, Inc., Sterling Pulp Chemicals, Ltd.,
certain financial institutions and The Bank of Nova Scotia, as
Agent incorporated by reference from exhibit 10.5 to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1992.
10.5(A) Second Amendment to Credit Agreement dated as of March 31, 1993
among Sterling Canada, Inc. Sterling Pulp Chemicals, Ltd. certain
financial institutions and The Bank of Nova Scotia, as Agent.
**10.5(B) Third Amendment to Credit Agreement dated as of September 30,
1994 among Sterling Canada, Inc. Sterling Pulp Chemicals, Ltd.
certain financial institutions and The Bank of Nova Scotia, as
Agent.
10.6 Sterling Chemicals, Inc. (Restated as of October 1, 1993)
Salaried Employees' Pension Plan incorporated by reference from
exhibit 10.6 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1993.
**10.6(a) Supplement to the Sterling Chemicals, Inc. Salaried Employees'
Pension Plan Restated as of January 1, 1994.
**10.6(b) First and Second Amendments to the Sterling Chemicals, Inc.
Salaried Employees' Pension Plan dated April 27, 1994 and
September 23, 1994, respectively.
10.8 Sterling Chemicals, Inc. (Restated as of October 1, 1993) Hourly
Paid Employees' Pension Plan incorporated by reference from
exhibit 10.8 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1993.
**10.8(a) Supplement to the Sterling Chemicals, Inc. Hourly Paid Employees'
Pension Plan restated as of January 1, 1994.
**10.8(b) First Amendment to the Sterling Chemicals, Inc. Hourly Paid
Employees' Pension Plan dated April 27, 1994.
10.10 Sterling Chemicals, Inc. Amended and Restated Savings and
Investment Plan incorporated by reference from exhibit 10.10 to
the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1993.
**10.10(a) Supplements to Sterling Chemicals, Inc. Savings and Investment
Plan for Hourly Paid Employees and Salaried Employees.
</TABLE>
2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
----------- -----------------------------------------------------------------
<S> <C>
**10.10(b) First and Second Amendments to the Sterling Chemicals, Inc.
Amended and Restated Savings and Investment Plan dated April 27,
1994 and October 26, 1994, respectively.
10.12 Sterling Chemicals, Inc. Amended and Restated Employee Stock
Ownership Plan incorporated by reference from exhibit 10.12 to
the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1993.
**10.12(a) First Amendment to the Sterling Chemicals, Inc. Amended and
Restated Employees' Stock Ownership Plan dated April 27, 1994.
10.15 Sterling Chemicals, Inc. Pension Benefit Equalization Plan
incorporated by reference from exhibit 10.15 to the Company's
Annual Report on Form 10-K for the fiscal year ended September
30, 1993.
10.16 Sterling Chemicals, Inc. 1989 Omnibus Stock and Incentive Plan.
+10.17 Styrene Monomer Sales Contract dated as of August 1, 1991,
between the Company and Monsanto Company incorporated by
reference from exhibit 10.12(A) to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1990.
+10.18 Styrene Monomer Exchange Contract dated as of August 1, 1991,
between the Company and Monsanto Company incorporated by
reference from exhibit 10.13(A) to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1990.
+++10.19 Acrylonitrile Exchange Contract dated January 1, 1994, between
the Company and Monsanto Company.
++10.21 Amended and Restated Lease and Production Agreement dated August
8, 1994, between BP Chemicals Americas Inc. and the Company.
+10.22 Product Sales Agreement dated August 1, 1986, between BASF
Corporation and the Company incorporated by reference from
exhibit 10.22 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1992.
++10.22(a) Amendment No. 3 to Product Sales Agreement as of January 1,1994
between BASF Corporation and the Company.
+10.25 Production Agreement dated April 15, 1988 between BP Chemicals
Americas Inc. and the Company and First and Second Amendment
thereto.
+10.26 Agreement dated May 2, 1988, between E.I. du Pont de Nemours and
Company and the Company.
10.27 License Agreement dated April 15, 1988, between BP Chemicals
Americas Inc. and the Company.
+10.28 Sales Agreement dated September 1992, between the Company and
Mitsubishi International Corporation incorporated by reference
from exhibit 10.28 to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1993.
10.29 License Agreement dated August 1, 1988, between the Monsanto
Company and the Company.
**10.30 Form of Indemnity Agreement executed between the Company and each
of its officers and directors.
10.31 Amended and Restated Sterling Chemicals, Inc. Salaried Employee's
Profit Sharing Plan incorporated by reference from exhibit 10.31
to the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1993.
10.32 Amended and Restated Sterling Chemicals, Inc. Hourly Employees'
Profit Sharing Plan incorporated by reference from exhibit 10.32
to the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1993.
</TABLE>
3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
----------- -----------------------------------------------------------------
<S> <C>
10.33 Agreement dated January 30, 1987 among J. Virgil Waggoner, Gordon
A. Cain and the Company regarding capital stock of the Company.
10.35 Article of Agreement between the Company, its successors and
assigns and Texas City, Texas Metal Trades Council, AFL-CIO Texas
City, Texas May 1, 1992 to May 1, 1995 incorporated.
10.36 Sterling Chemicals, Inc. Amended and Restated Supplemental
Employee Retirement Plan incorporated by reference from exhibit
10.34. to the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1989
10.37 Sterling Chemicals, Inc. Deferred Compensation Plan.
+10.38 Buckingham Transition and Services Agreement dated as of August
21, 1992 between Tenneco Canada Inc. and Sterling Pulp Chemicals,
Ltd. incorporated by reference from exhibit 10.36 to the
Company's Current Report on Form 8-K dated September 3, 1992.
10.39 Processing Agreement dated as of August 21, 1992 between ERCO
Industries, Inc. and Sterling Canada, Inc.
10.40 Conditional Performance Guaranty dated as of August 20, 1992 by
Albright & Wilson, Ltd. in favor of Sterling Pulp Chemicals,
Ltd., Sterling Canada, Inc. and the Indemnitees identified in
Section 10.2 of the Purchase Agreement incorporated by reference
from exhibit 10.38 to the Company's Current Report on Form 8-K
dated September 3, 1992.
10.41 Performance Guaranty dated as of August 20, 1992 by the Company
in favor of Tenneco Canada Inc., Rio Linda Chemical Co., Albright
& Wilson Americas, Inc. and the Indemnitees under Section 10.3 of
the Purchase Agreement incorporated by reference from exhibit
10.39 to the Company's Current Report on Form 8-K dated September
3, 1992.
10.42 Replacement Subordinated Promissory Note dated August 20, 1992 in
the original principal amount of $44,268,114.43 from Sterling
Canada, Inc. to Tenneco Credit Corporation incorporated by
reference from exhibit 10.42 to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1992.
10.43 Subordinated Note Guaranty dated as of August 20, 1992 by the
Company in favor of Tenneco Canada Inc. incorporated by reference
from exhibit 10.41 to the Company's Current Report on Form 8-K
dated September 3, 1992.
10.44 Credit Agreement dated as of August 12, 1992 among Sterling
Canada, Inc., Sterling Pulp Chemicals, Ltd., certain financial
institutions and The Bank of Nova Scotia, as Agent incorporated
by reference from exhibit 10.42 to the Company's Current Report
on Form 8-K dated September 3, 1992.
10.45 Lease dated March 1, 1990 between Procter & Gamble, Inc. and
Tenneco Canada Inc., as amended by a Lease Modification Agreement
dated August 9, 1991, and Consent and Assignment Agreement dated
as of August 21, 1992 among 982174 Ontario Limited, Sterling Pulp
Chemicals, Ltd., Proctor & Gamble, Inc., Tenneco Canada Inc. and
The Bank of Nova Scotia incorporated by reference from exhibit
10.45 to the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1992.
10.46 Lease dated July 1, 1977 between Canadian National Railway
Company and ERCO Industries Limited, and Consent and Assignment
Agreement dated as of August 21, 1992 among Tenneco Canada Inc.,
Sterling Pulp Chemicals, Ltd., Canadian National Railway Company
and The Bank of Nova Scotia incorporated by reference from
exhibit 10.46 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1992.
</TABLE>
4
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
----------- -----------------------------------------------------------------
<S> <C>
++10.48 Sales and Purchase Agreement dated April 1, 1994 between BP
Chemicals Ltd. and the Company.
++10.49 Contract for Sale and Purchase of Ethylene dated October 28, 1988
between Phillips 66 Company and the Company.
**10.50 Agreement between Sterling Pulp Chemicals Ltd. North Vancouver
British Columbia and Pulp, Paper and Woodworkers of Canada Local
5 British Columbia effective December 1, 1994 to November 30,
1997
**13.1 Sterling Chemicals, Inc. Annual Report to Shareholders for the
fiscal year ended September 30, 1994.
**27 Financial Data Schedule
</TABLE>
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* Incorporated herein by reference to the appropriate portions of the
Company's Annual Report to Shareholders for the fiscal year ended
September 30, 1994.
** Filed with the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994 ("1994 10-K").
+ Confidential treatment has been requested with respect to portions of this
Exhibit, and such request has been granted.
++ Filed with the 1994 10-K. Confidential treatment has been requested with
respect to portions of this Exhibit.
+++ Filed herewith. Confidential treatment has been requested with respect
to portions of this Exhibit.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended September
30, 1994.
5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
STERLING CHEMICALS, INC.
(Registrant)
By: /s/ J. Virgil Waggoner
----------------------------------------
J. Virgil Waggoner
President and Chief Executive Officer
(Principal Executive Officer)
Date: March 3, 1995
By: /s/ Jim P. Wise
----------------------------------------
Jim P. Wise
Vice President - Finance
(Principal Financial Officer)
Date: March 3, 1995
<PAGE> 8
LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
----------- -----------------------------------------------------------------
<S> <C>
2.1 Purchase Agreement dated as of August 20, 1992 between Tenneco
Canada Inc. as Seller, and Sterling Pulp Chemicals, Ltd. and
Sterling Canada, Inc. as Buyers (Purchase Agreement)incorporated
by reference from Exhibit 2.1 to the Company's Current Report on
Form 8-K dated as of September 3, 1992.
3.1 Restated Certificate of Incorporation of the Company.
**3.2 Amended By-laws of the Company.
4.2 Form of Registration Rights Agreements dated as of July 30, 1986
among the Company and the holders of Common Stock listed on the
signature page thereto.
10.1 Asset Purchase Agreement dated August 1, 1986, between Monsanto
Company and the Company incorporated by reference from exhibit
10.1 to the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1992.
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
----------- -----------------------------------------------------------------
<S> <C>
10.2 Third Amended and Restated Credit Agreement dated as of August
20, 1992 among the Company, the Banks, The Chase Manhattan Bank
(National Association) ("Chase"), and The Bank of Nova Scotia, as
Agent incorporated by reference from Exhibit 10.2(F) to the
Company's Current Report on Form 8-K dated September 2, 1992.
10.3 Amendment No. 1 dated as of August 20, 1992 among the Company,
the Banks and The Bank of Nova Scotia as Agent incorporated by
reference from exhibit 10.3 to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1992.
10.3(A) Amendment No. 2 dated as of June 30, 1993 among the Company, the
Banks and The Bank of Nova Scotia, as Agent.
**10.3(B) Amendment No. 3 dated as of April 29, 1994 among the Company, the
Banks and The Bank of Nova Scotia, as Agent.
10.4 Third Amended and Restated Security Agreement dated as of August
20, 1992, among the Company, the Banks and The Bank of Nova
Scotia, as Agent incorporated by reference from exhibit 10.4 to
the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1992.
10.5 First Amendment to Credit Agreement dated as of August 20, 1992
among Sterling Canada, Inc., Sterling Pulp Chemicals, Ltd.,
certain financial institutions and The Bank of Nova Scotia, as
Agent incorporated by reference from exhibit 10.5 to the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1992.
10.5(A) Second Amendment to Credit Agreement dated as of March 31, 1993
among Sterling Canada, Inc. Sterling Pulp Chemicals, Ltd. certain
financial institutions and The Bank of Nova Scotia, as Agent.
**10.5(B) Third Amendment to Credit Agreement dated as of September 30,
1994 among Sterling Canada, Inc. Sterling Pulp Chemicals, Ltd.
certain financial institutions and The Bank of Nova Scotia, as
Agent.
10.6 Sterling Chemicals, Inc. (Restated as of October 1, 1993)
Salaried Employees' Pension Plan incorporated by reference from
exhibit 10.6 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1993.
**10.6(a) Supplement to the Sterling Chemicals, Inc. Salaried Employees'
Pension Plan Restated as of January 1, 1994.
**10.6(b) First and Second Amendments to the Sterling Chemicals, Inc.
Salaried Employees' Pension Plan dated April 27, 1994 and
September 23, 1994, respectively.
10.8 Sterling Chemicals, Inc. (Restated as of October 1, 1993) Hourly
Paid Employees' Pension Plan incorporated by reference from
exhibit 10.8 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1993.
**10.8(a) Supplement to the Sterling Chemicals, Inc. Hourly Paid Employees'
Pension Plan restated as of January 1, 1994.
**10.8(b) First Amendment to the Sterling Chemicals, Inc. Hourly Paid
Employees' Pension Plan dated April 27, 1994.
10.10 Sterling Chemicals, Inc. Amended and Restated Savings and
Investment Plan incorporated by reference from exhibit 10.10 to
the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1993.
**10.10(a) Supplements to Sterling Chemicals, Inc. Savings and Investment
Plan for Hourly Paid Employees and Salaried Employees.
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
----------- -----------------------------------------------------------------
<S> <C>
**10.10(b) First and Second Amendments to the Sterling Chemicals, Inc.
Amended and Restated Savings and Investment Plan dated April 27,
1994 and October 26, 1994, respectively.
10.12 Sterling Chemicals, Inc. Amended and Restated Employee Stock
Ownership Plan incorporated by reference from exhibit 10.12 to
the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1993.
**10.12(a) First Amendment to the Sterling Chemicals, Inc. Amended and
Restated Employees' Stock Ownership Plan dated April 27, 1994.
10.15 Sterling Chemicals, Inc. Pension Benefit Equalization Plan
incorporated by reference from exhibit 10.15 to the Company's
Annual Report on Form 10-K for the fiscal year ended September
30, 1993.
10.16 Sterling Chemicals, Inc. 1989 Omnibus Stock and Incentive Plan.
+10.17 Styrene Monomer Sales Contract dated as of August 1, 1991,
between the Company and Monsanto Company incorporated by
reference from exhibit 10.12(A) to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1990.
+10.18 Styrene Monomer Exchange Contract dated as of August 1, 1991,
between the Company and Monsanto Company incorporated by
reference from exhibit 10.13(A) to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1990.
+++10.19 Acrylonitrile Exchange Contract dated January 1, 1994, between
the Company and Monsanto Company.
++10.21 Amended and Restated Lease and Production Agreement dated August
8, 1994, between BP Chemicals Americas Inc. and the Company.
+10.22 Product Sales Agreement dated August 1, 1986, between BASF
Corporation and the Company incorporated by reference from
exhibit 10.22 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1992.
++10.22(a) Amendment No. 3 to Product Sales Agreement as of January 1,1994
between BASF Corporation and the Company.
+10.25 Production Agreement dated April 15, 1988 between BP Chemicals
Americas Inc. and the Company and First and Second Amendment
thereto.
+10.26 Agreement dated May 2, 1988, between E.I. du Pont de Nemours and
Company and the Company.
10.27 License Agreement dated April 15, 1988, between BP Chemicals
Americas Inc. and the Company.
+10.28 Sales Agreement dated September 1992, between the Company and
Mitsubishi International Corporation incorporated by reference
from exhibit 10.28 to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1993.
10.29 License Agreement dated August 1, 1988, between the Monsanto
Company and the Company.
**10.30 Form of Indemnity Agreement executed between the Company and each
of its officers and directors.
10.31 Amended and Restated Sterling Chemicals, Inc. Salaried Employee's
Profit Sharing Plan incorporated by reference from exhibit 10.31
to the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1993.
10.32 Amended and Restated Sterling Chemicals, Inc. Hourly Employees'
Profit Sharing Plan incorporated by reference from exhibit 10.32
to the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1993.
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
----------- -----------------------------------------------------------------
<S> <C>
10.33 Agreement dated January 30, 1987 among J. Virgil Waggoner, Gordon
A. Cain and the Company regarding capital stock of the Company.
10.35 Article of Agreement between the Company, its successors and
assigns and Texas City, Texas Metal Trades Council, AFL-CIO Texas
City, Texas May 1, 1992 to May 1, 1995 incorporated.
10.36 Sterling Chemicals, Inc. Amended and Restated Supplemental
Employee Retirement Plan incorporated by reference from exhibit
10.34. to the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1989
10.37 Sterling Chemicals, Inc. Deferred Compensation Plan.
+10.38 Buckingham Transition and Services Agreement dated as of August
21, 1992 between Tenneco Canada Inc. and Sterling Pulp Chemicals,
Ltd. incorporated by reference from exhibit 10.36 to the
Company's Current Report on Form 8-K dated September 3, 1992.
10.39 Processing Agreement dated as of August 21, 1992 between ERCO
Industries, Inc. and Sterling Canada, Inc.
10.40 Conditional Performance Guaranty dated as of August 20, 1992 by
Albright & Wilson, Ltd. in favor of Sterling Pulp Chemicals,
Ltd., Sterling Canada, Inc. and the Indemnitees identified in
Section 10.2 of the Purchase Agreement incorporated by reference
from exhibit 10.38 to the Company's Current Report on Form 8-K
dated September 3, 1992.
10.41 Performance Guaranty dated as of August 20, 1992 by the Company
in favor of Tenneco Canada Inc., Rio Linda Chemical Co., Albright
& Wilson Americas, Inc. and the Indemnitees under Section 10.3 of
the Purchase Agreement incorporated by reference from exhibit
10.39 to the Company's Current Report on Form 8-K dated September
3, 1992.
10.42 Replacement Subordinated Promissory Note dated August 20, 1992 in
the original principal amount of $44,268,114.43 from Sterling
Canada, Inc. to Tenneco Credit Corporation incorporated by
reference from exhibit 10.42 to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1992.
10.43 Subordinated Note Guaranty dated as of August 20, 1992 by the
Company in favor of Tenneco Canada Inc. incorporated by reference
from exhibit 10.41 to the Company's Current Report on Form 8-K
dated September 3, 1992.
10.44 Credit Agreement dated as of August 12, 1992 among Sterling
Canada, Inc., Sterling Pulp Chemicals, Ltd., certain financial
institutions and The Bank of Nova Scotia, as Agent incorporated
by reference from exhibit 10.42 to the Company's Current Report
on Form 8-K dated September 3, 1992.
10.45 Lease dated March 1, 1990 between Procter & Gamble, Inc. and
Tenneco Canada Inc., as amended by a Lease Modification Agreement
dated August 9, 1991, and Consent and Assignment Agreement dated
as of August 21, 1992 among 982174 Ontario Limited, Sterling Pulp
Chemicals, Ltd., Proctor & Gamble, Inc., Tenneco Canada Inc. and
The Bank of Nova Scotia incorporated by reference from exhibit
10.45 to the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1992.
10.46 Lease dated July 1, 1977 between Canadian National Railway
Company and ERCO Industries Limited, and Consent and Assignment
Agreement dated as of August 21, 1992 among Tenneco Canada Inc.,
Sterling Pulp Chemicals, Ltd., Canadian National Railway Company
and The Bank of Nova Scotia incorporated by reference from
exhibit 10.46 to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1992.
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
----------- -----------------------------------------------------------------
<S> <C>
++10.48 Sales and Purchase Agreement dated April 1, 1994 between BP
Chemicals Ltd. and the Company.
++10.49 Contract for Sale and Purchase of Ethylene dated October 28, 1988
between Phillips 66 Company and the Company.
**10.50 Agreement between Sterling Pulp Chemicals Ltd. North Vancouver
British Columbia and Pulp, Paper and Woodworkers of Canada Local
5 British Columbia effective December 1, 1994 to November 30,
1997
**13.1 Sterling Chemicals, Inc. Annual Report to Shareholders for the
fiscal year ended September 30, 1994.
**27 Financial Data Schedule
</TABLE>
- ---------------
* Incorporated herein by reference to the appropriate portions of the
Company's Annual Report to Shareholders for the fiscal year ended
September 30, 1994.
** Filed with the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994 ("1994 10-K").
+ Confidential treatment has been requested with respect to portions of this
Exhibit, and such request has been granted.
++ Filed with the 1994 10-K. Confidential treatment has been requested with
respect to portions of this Exhibit.
+++ Filed herewith. Confidential treatment has been requested with respect
to portions of this Exhibit.
<PAGE> 1
EXHIBIT 10.19
**OMITTED INFORMATION
DENOTED BY ASTERISKS (***)
HAS BEEN FILED SEPARATELY
WITH THE COMMISSION AND IS
SUBJECT TO A CONFIDENTIAL
TREATMENT REQUEST**
ACRYLONITRILE EXCHANGE CONTRACT
THIS CONTRACT, made as of January 1, 1994 by and between Sterling
Chemicals, Inc., a Delaware corporation ("Sterling") having a plant at Texas
City, Texas (the "Plant"), and Monsanto Company, a Delaware corporation
("Monsanto").
W I T N E S S E T H :
WHEREAS, Sterling desires to exchange Acrylonitrile with Monsanto and
Monsanto desires to exchange Ammonia and Propylene with Sterling, on the terms
and conditions herein after specified, including the Terms and Conditions set
forth in Attachment 1 hereto, which is incorporated herein by reference:
NOW THEREFORE, in consideration of the following mutual covenants,
Sterling and Monsanto agree:
1. GOODS. Sterling shall deliver Acrylonitrile meeting the
specifications set forth in Exhibit A hereto, which is incorporated herein by
reference (as used with reference to Sterling's delivery obligation, herein
called the "Goods") to Monsanto in exchange for Ammonia and Propylene meeting
the specifications set forth, respectively, in Exhibits B and C hereto, which
are incorporated herein by reference ( as used with reference to Monsanto's
delivery obligation, herein called the "Goods") to be delivered by Monsanto to
Sterling, together with the differential to be paid by Monsanto to Sterling as
hereafter provided in Section 4.
2. PERIOD. The period of this Contract shall be January 1, 1994
through December 31, 1998.
3. QUANTITY. Subject to all the terms and conditions hereof, the
Goods to be delivered hereunder by Sterling shall be Monsanto's annual purchase
requirement for such Goods in excess of Monsanto's own production of
Acrylonitrile, which excess is estimated to be between * * * * and * * * * per
calendar year, subject to the General Terms and Conditions set forth in
Attachment 1 hereto. For each 1 pound of Goods to be delivered by Sterling to
Monsanto during each calendar quarter of the Contract Period, Monsanto shall
deliver to Sterling either * * * * pounds of Ammonia and * * * * of Propylene,
or Sterling's actual ratio of the usage of Ammonia and Propylene in the
production of each one pound of the Goods during such calendar quarter,
whichever is less. Promptly after the close of each calendar quarter, but not
later than thirty (30) days thereafter, Sterling shall compute such actual
ratio of usage for such quarter, and Monsanto will be appropriately and
equitably debited or
<PAGE> 2
credited for deliveries of Ammonia or Propylene to correct for any over or
under deliveries which may have occurred during such quarter.
4. (a) DIFFERENTIAL. For the first calendar quarter immediately
following the effective date of this Contract, in addition to the Goods to be
exchanged by Monsanto for each 1 pound of the Goods delivered each month by
Sterling in conformance with the terms hereof, Monsanto shall pay Sterling a
differential fee of * * * *, subject to the General Terms and Conditions set
forth on Attachment 1. Within thirty (30) days following the end of each
calendar quarter * * * * of such * * * * per pound fee shall be adjusted up or
down as follows: * * * * shall be adjusted by the same percentage change as
shall have occurred in the average costs per KWH for electric power at the
Plant between the second calendar quarter of 1993 and such average costs for
the calendar quarter just ended; * * * * shall be adjusted by the same
percentage change as shall have occurred in the average hourly labor costs for
workers employed at the Plant between the second calendar quarter of 1993 and
such average costs for the calendar quarter just ended; and * * * * shall be
adjusted by the same percentage change as shall have occurred in the Industrial
Commodity Index (less fuel and related power) contained in the Department of
Labor, Bureau of Labor Statistics, Product Price Index, between the first
calendar quarter of 1994 and such Index for the calendar quarter just ended;
less a negative * * * * (i.e., a steam credit against the preceding
adjustments) which negative amount (steam credit) shall be adjusted by the same
percentage change as shall have occurred in the average cost per million BTUs
for natural gas used at the Plant between $2.30 per million BTUs and the
average cost per million BTUs for such gas for the calendar quarter just ended.
Any change in the * * * * fee required shall be made retroactively effective to
the first day of the calendar quarter in which the computation is made, with
appropriate debits or credits issued between the parties for shipments made
during such quarter prior to the making of the adjustment calculations. For
all proceeding calendar quarters after the first calender quarter of this
Contract, the estimated conversion fee will be taken as the final conversion
fee for the previous quarter.
(b) For each one (1) pound of Goods delivered by Sterling in
excess of * * * * in a calendar year, Monsanto will pay Sterling a revised
Differential equal to one-half of the Differential defined in Section 4(a)
above plus one-half of "Sterling's volume weighted average $/lb. margin" on all
Acrylonitrile export shipments (meeting or exceeding Sterling's standard sales
specifications) during the calendar year in question. "Sterling's average
$/lb. margin" shall be defined as Sterling's average per pound sales price in
$/lb. for Acrylonitrile exported (meeting or exceeding Sterling's standard
sales specifications) during the calendar year in question (adjusted to F.O.B.
Sterling's Texas City Plant and adjusted for any Temporary voluntary or
Competitive Allowances or other price adjustments extended to customers by
Sterling) reduced by Sterling's average per pound cost in $/lb. of Ammonia and
contained Propylene used during such calendar year. Such revised Differential
shall begin when * * * * is exceeded and shall be estimated
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<PAGE> 3
by Sterling; provided that premium grade Acrylonitrile sold by Sterling at a
premium price shall not be included in the calculation of "Sterling's average
$/lb. margin." Promptly after the close of any calendar year in which such
revised Differential is payable, Sterling shall compute such actual revised
Differential and shall debit or credit Monsanto for any under or over payment."
5. SPECIFICATIONS. The specifications attached hereto shall not
be changed without the mutual agreement of both parties. It is understood,
however, that if at any time during the Contract period general market
conditions change so that Monsanto can no longer make products acceptable to
its customers from Goods meeting the attached specifications, Monsanto shall
notify Sterling promptly and if the parties are unable, after attempting to do
so in good faith, to reach agreement on revised specifications for the Goods,
Monsanto may, by and effective upon notice to Sterling suspend its obligations
to obtain from Sterling hereunder so much of the Goods as to which such
conditions prevail, without liability, until such time as Monsanto and Sterling
either reach agreement on revised specifications for the Goods, or Sterling
otherwise modifies the Goods so that Monsanto is able to make products
therefrom acceptable under then current general market conditions, and during
any such suspension period, Monsanto may obtain its requirements for so much of
the Goods as require revised specifications from others who can meet such
revised specifications. Any such suspension period shall not operate to extend
the Contract Period.
6. DELIVERIES. The FOB point where title and risk of loss shall
pass to Sterling from Monsanto on the Goods to be delivered by Monsanto shall
be (a) in the case of delivery by pipeline, when the Goods are delivered to the
first flange of Sterling's receiving pipelines at the Plant; and (b) in the
case of delivery by tankcar or barge, when the carrier tenders delivery of the
tankcar or barge to Sterling at the Plant. The FOB point where title and risk
of loss shall pass to Monsanto from Sterling on the Goods to be delivered by
Sterling shall be when the Goods have been loaded aboard the delivering
tankcar, barge or ship and possession of the conveyance is in the carrier. The
method of delivery shall be by pipeline for Propylene; by barge for Ammonia;
and by barges or ships furnished or arranged for by Monsanto, or by tankcars
furnished by Sterling, for Acrylonitrile, all as Monsanto may specify from time
to time.
7. SPECIAL TERMINATION ASSIGNMENT RIGHTS. Monsanto may terminate
its quantity obligation with respect to so much of the quantity of Goods to be
purchased [exchanged] hereunder as is consumed directly or indirectly by any
business of Monsanto which Monsanto elects to sell to any third party or which
Monsanto elects to discontinue, by giving Sterling at least one hundred eighty
(180) days prior notice of the quantity to be terminated. IN the event of the
sale of any Goods consuming business and not withstanding the prohibition
against assignment contained in Section 12 of the "General Terms and
Conditions", Monsanto may assign this Contract with the consent of Sterling
(which consent
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<PAGE> 4
will not be unreasonably withheld) to any one or more third parties which
purchase a business of Monsanto which consumes, directly or indirectly, a
quantity of the Goods covered hereby to the extent of the quantity so consumed,
provided at least thirty (30) days prior notice is given to Sterling of any
such assignment. Sterling shall be deemed to have approved any such assignment
unless it has raised objections to such assignment within the thirty (30) day
period. In all cases involving the sale by Monsanto of any Goods consuming
business, Monsanto agrees to use all reasonable efforts to assign the relevant
quantities to the purchaser provided Sterling has not objected to such
assignment within the thirty (30) day notice period referenced above. In the
event, however, that Monsanto (i) is unable to assign the relevant quantities
to the purchaser or (ii) Sterling does not consent to the assignment, Monsanto
may nevertheless terminate its obligations with respect to any such quantity in
accordance with the one hundred eighty day notice provision set forth above.
5. FAVORED NATIONS. Sterling shall promptly notify Monsanto of
any conversion or exchange during the contract Period by Sterling of
Acrylonitrile functionally equivalent to the Goods covered hereby for use or
consumption within the United States at a delivered cost to the third party
involved (adjusted to a net price FOB Sterling's Plant) which is lower than the
delivered cost to Monsanto at Sterling's Plant, Texas City, then applicable to
the Goods hereunder, and Monsanto shall thereupon be entitled to exchange
hereunder a quantity of the Goods at such lower delivered cost (adjusted to a
net price FOB Sterling's Plant) equal to the quantity of Acrylonitrile so
disposed of to such third party.
9. GOODS AND RECORDS. If Monsanto so requests, Sterling shall
make available to an independent certified public accounting firm, mutually
acceptable to Monsanto and Sterling and paid for by Monsanto such of Sterling
books and records as shall be necessary to permit such accountants to verify
the propriety and correctness of any matter relevant to Sterling's performance
of this Contract or one or more of the provisions hereof, provided, however,
that such accountant shall report to Monsanto only his conclusion concerning
the correctness and accuracy of Sterling's calculations and whether there has
been a correct application of the Contract provisions or, if not, what such
firm considers to be the correct calculations and/or application of the
contract. Such firm shall agree to keep confidential the information of
Sterling to which it has access pursuant to such agreement as Sterling may
reasonably require, and shall not otherwise divulge any of the data of Sterling
which it has inspected or reviewed without the consent of Sterling.
10. WATERBORNE DELIVERY & MEASUREMENT
(a) Monsanto shall give reasonable prior notice of vessel
arrival and permitted laytime applicable to the vessel. After
Sterling accepts a vessel
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<PAGE> 5
nominated by Monsanto, Sterling shall provide a safe berth at all
times for any such vessel placed for loading/unloading by Monsanto.
(b) Vessels shall be handled with all reasonable
expediency and any delay beyond permitted laytime of which Sterling
has been advised by Monsanto for the type of equipment used shall be
paid for by Sterling. Sterling accepts that, from January 1, 1993 and
for all further shipments of product from Texas City, Texas, to
Monsanto, the permitted laytime will be 1,500 barrels per hour plus
three (3) free hours of time for every barge loaded during one trip of
the unit tow.
(c) Sterling shall inspect all barges and vessels to
ensure cleanliness so as not to affect purity of the Goods to be
loaded.
(d) Inspection of the quantity and quality of Goods being
loaded upon or unloaded from barge(s) at the loading or unloading
point shall be performed by a licensed inspector of petroleum
products, who shall be mutually agreed upon by the parties, and the
cost for such service shall be shared equally by Monsanto and
Sterling. The determination of the quantity of Goods delivered
hereunder shall be determined by taking the opening and closing
inventory of Sterling's properly calibrated still shore tank before
and after each shipment, unless such quantity determination is proven
to be in error. For invoicing purposes volume shall be corrected to
60 Fahrenheit in accordance with applicable ASTM tables. Inspection
of quality of the Goods shall be made on representative samples of the
Goods taken from loading flange of Monsanto's barge or ship at loading
point by a licensed inspector of petroleum products. In the event
that a disagreement should arise as to quantity or quality, an
inspection will be made by such mutually agreed upon licensed
inspector of petroleum products and the results of such inspection
shall govern, the cost to be borne by the party proven to be in error.
11. PIPELINE MEASUREMENTS. On all deliveries hereunder
the quantity delivered shall be measured by meters. The following
provisions (a) through (j) shall apply as to determination of
quantity:
(a) Sterling shall operate and maintain at no
expense to Monsanto, the Goods (Propylene) custody
transfer meter station located at or near the West
Gate parking lot at the Plant. Such meter station
shall be equipped with facilities necessary to
determine accurately the quantity of Goods delivered
by Monsanto hereunder and such measurement station
shall be operated and maintained by Sterling in
accordance with good industry practice. The primary
measuring device shall be a recording turbine meter,
or such other primary measure device as may be
mutually agreed upon by the parties and shall be
equipped with such provers, recorder and equipment as
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<PAGE> 6
appropriate and shall be installed and operated, all
in accordance with appropriate American Petroleum
Institute (API) standards including Chapter 5 Section
3 of API Manual of Petroleum Measurement Standards (A
part of API-2534).
(b) Monsanto, or its representative, may, at its
option, install a check meter or meters at or near
the FOB point for checking Sterling's measurement.
Said meter shall be so installed as to not interfere
with the operation of Sterling's metering facilities.
The calibrating and adjusting of Monsanto's meters
and the changing of charts and reading of charts on
Monsanto's meters shall be done only by Monsanto, or
its representative. Monsanto, or its representative,
shall have access at all reasonable times to its
equipment and shall make all repairs to said
equipment at no expense to Sterling. Sterling shall
have access at reasonable times to Monsanto's charts,
records and calculations on written request to
Monsanto.
(c) Monsanto, or its representative, upon prior
notice to Sterling and at Sterling's option
accompanied by a Sterling employee or representative,
shall have access at all reasonable times to the
meters and equipment used in determining the quantity
and quality of the Goods delivered hereunder,
including all instruments used by Sterling or its
designated representative, but the reading, metering
and testing thereof and the changing of charts shall
be done only by the agents or representatives of
Sterling and only upon notice to Monsanto. Upon
written request of Monsanto, Sterling shall submit to
Monsanto records, charts and calculations from
Sterling subject to return by Monsanto within 45 days
after receipt thereof.
(d) At least once a month, and on a date as near the
first of the month as practicable, Sterling shall at
the joint expense of Sterling and Monsanto, prove and
test or cause to be proved and tested the meters and
instruments, in the presence of Monsanto, or
Monsanto's representative, and the parties hereto
shall jointly observe any adjustments which are made,
should same be necessary. Sterling shall give
Monsanto at least three days' prior notice of the
date and time all such tests and proving are to be
conducted so that Monsanto may conveniently have its
representative present.
(e) Sterling shall, upon notice to Monsanto,
cause the custody transfer meters to be read for
billing purposes on a monthly basis, as close to the
date of proving as possible.
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<PAGE> 7
Monsanto shall have the right to be present for such
reading and a certified copy of such reading shall be
supplied to Monsanto.
(f) Monsanto, at its expense, shall have the
right to request that the meter be inspected and
checked for calibration by an independent qualified
third party at any time between normal Sterling
recalibration intervals; if, as a result of such
inspection, the meter is determined to be inaccurate
by 1/2 percent or more, the cost of said inspection
and subsequent recalibrations shall be borne by
Sterling.
(g) Following any test, any metering equipment
found to be inaccurate to any degree shall be
adjusted immediately to measure accurately, or, if
applicable, an appropriate correction factor shall be
agreed upon. If upon any calibration any metering
equipment is found to be inaccurate by 1/2 percent or
more, registration from said metering equipment and
any payments based upon such registration shall be
corrected at the rate of such inaccuracy for any
period of inaccuracy which is definitely known or
agreed upon, but in the case the period is not
definitely known or agreed upon, then for a period
extending back one-half of the time elapsed since the
previous test, not exceeding however, 15 days.
(h) If for any reason any meter is out of
service, out of repair, or is found registering
inaccurately and the error is not determinable by
ordinary test, so that the quantity of Goods
delivered through such meter cannot be ascertained or
computed from the readings thereof, the quantity of
Goods so delivered during the period same is out of
service, out of repair, or is found to be so
registering inaccurately shall be estimated and
agreed upon by the parties hereto upon the basis of
the best available data, using the first of the
following methods which is feasible:
(i) By using the registration of any
check measuring equipment of Monsanto and/or
Monsanto's representative, if installed and
registering accurately.
(ii) By correcting the error if the
percentage of error is ascertainable by
calibration, special test, or mathematical
calculation; or
(iii) By such other method as shall be
mutually agreed upon by the parties hereto.
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(i) If the parties are unable to agree on
quantities delivered as a result of a meter
inaccuracy determined pursuant to Section 11 (g)
above, or if there is disagreement as to whether the
Goods meet the relevant specifications attached
hereto, either party may, on ten days' written notice
to the other party, submit such question to such
independent third party as may be mutually agreed,
and the decision of such third party shall be binding
on the parties. Costs of such determination shall be
borne equally by each party.
12. NOMINATION/FORECAST. Monsanto shall at least
thirty (30) days prior to the beginning of each calendar
quarter give Sterling a nomination of Monsanto's deliveries of
the Goods and requests for delivery of the Goods, each at the
respective points of delivery for in the Contract. These
quarterly volume nominations regarding Acrylonitrile offtake
will be made in 5 million pound ranges with the minimum
nomination being 30 million pounds and the maximum being 50
million pounds. All pounds delivered to Monsanto during the
quarter will be invoiced according to the fee schedule above
in Section 4. If, however, Monsanto's conversion with
Sterling is greater than the 30 million pound per quarter
minimum and Monsanto has given Sterling the required
notification regarding this volume need or Sterling has agreed
to a change of the volume nomination, then the Fixed Component
for the additional volume, (pounds above 30 million per
quarter) will be adjusted from the $0.03 per pound set forth
in Section 4. The fee for the first 10 million pounds taken
above the 30 million pound minimum per quarter (pounds between
30 and 40 million) will be based on a Fixed Component fee of
$0.0275 per pound and the next 10 million pounds taken
(between 40 and 50 million) per quarter will have a Fixed
Component fee of $0.0250 per pound.
MONSANTO COMPANY STERLING CHEMICALS, INC.
BY: _________________________ BY: ________________________
TITLE _________________________ TITLE ______________________
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ATTACHMENT 1
MONSANTO COMPANY
AND
STERLING CHEMICALS, INC.
General Terms and Conditions
If, and to the extent that, the transaction governed by the following
Terms and Conditions is a sale and purchase transaction the phrase "shipping
party" shall mean "Seller", and the phrase "receiving party" shall mean
"Buyer", unless the context requires otherwise. In the event of a conflict
between these "General Terms and Conditions" and the specific terms and
conditions in the Contract to which they are attached, such specific terms and
conditions shall govern.
1. EXCUSE OF PERFORMANCE (a) Shipments and deliveries may be
suspended by either party in the event of: Act of God, declared or undeclared
war, acts of the public enemy, riot, fire, explosion, accident, flood,
sabotage, blockades, embargoes, insurrections, epidemics, landslides,
lightening, earthquakes, storms, hurricanes, washouts, civil disturbances,
arrests; lack of adequate fuel, power, raw materials, labor, containers or
transportation facilities; compliance with federal, state, local, municipal,
civil and military governmental and governmental agency requests, laws,
regulations, orders, actions, requisitions, restraints or directives; breakage,
failures, disruptions, and necessary maintenance of machinery or apparatus;
national defense requirements or any other event, whether or not of the class
of kind enumerated herein, beyond the reasonable control of such party; or in
the event of labor trouble, strike, slowdowns, lockout or injunction (provided
that neither party shall be required to settle a labor dispute against its own
best judgment); which event hinders, limits or makes impracticable the
performance of this Contract or the manufacture, consumption, sale, exchange,
shipment, receipt, use or obtaining of the Goods or any raw material, or any
product manufactured or processed therefrom or therewith.
(b) If either party determines that its ability to obtain or supply
the total demand for the Goods which it is supplying pursuant to this Contract,
or obtain any or a sufficient quantity of any material used directly or
indirectly in the manufacture of the Goods, is hindered, limited or made
impracticable by any event referred to in Section 1(a) such party shall
allocate its available supply of the Goods or such
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<PAGE> 10
material (without obligation to acquire other supplies of any such Goods or
material) among itself and its other contract customers and the other party to
this Contract on a fair and equitable basis without liability for any failure
of performance which may result therefrom, except, if the transaction covered
hereby is an exchange, for any liability for imbalances stated in this
Contract.
(c) Shipments suspended or not made by reason of this section shall
be canceled without liability except, if the transaction covered hereby is an
exchange for any liability for imbalances arising out of such cancellation, but
this Contract shall otherwise remain unaffected.
(d) The affected party shall invoke this Section 1 by promptly
notifying the other party in writing of the nature of this event on which it
relies and the estimated extent and duration of the suspension. During the
continuance of any such event the affected party shall not be obligated to
purchase Goods from another source to fulfill its obligations hereunder. If
the event relied upon is one which prevents the affected party from obtaining
raw materials, the affected party agrees to give the other party the option for
the duration of the inability of the affected party to obtain such raw
materials, to convert the Contract into an exchange agreement under which the
other party shall be entitled to obtain from the affected party a quantity of
the Goods up to the quantity to which such other party is otherwise entitled
(not to exceed the maximum quantity) and which can be produced on a
stoichiometric basis from the quantities of the raw materials in short supply
which such other party can arrange to be delivered to the affected party, and
the affected party shall supply any other required raw materials. If the other
party exercises such option, such other party shall, in addition to the raw
material to be delivered to the affected party, and the affected party shall
supply any other required raw materials. If the other party exercises such
option, such other party shall, in addition to the raw material to be delivered
by such other party pay the affected party per unit of the Goods delivered
under the exchange a differential equal to the sales price per unit of the
Goods otherwise then applicable under the contract less the then prevailing
market value of the stoichiometric amount of the raw material delivered by the
other party and contained in the unit of Goods delivered by the affected party
under the exchange. During any such exchange period, the provisions hereunder
applicable to exchanges shall apply. In such event, the affected party will,
in addition to deliveries otherwise due the other party, deliver to the other
party an amount of Goods equivalent to the quantity which may be made from the
raw materials supplied by the other party, but the aggregate amount of Goods
from either source shall not exceed the
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total amount of Goods to which such other party was otherwise entitled before
such option was exercised.
2. SHIPMENTS. Receiving party shall provide shipping party with
reasonable advance notice of its desired schedule for shipment of Goods. If
the transaction covered hereby is an exchange, orders for shipments of Goods
shall be at a monthly rate as uniform as reasonably practicable, unless
otherwise provided in this Contract. If the transaction covered hereby is a
sales, the Seller shall not make any shipments under this Contract until
released in accordance with separate purchase orders or releases issued by
Buyer's using locations and Seller shall not be required to ship more than
thirty percent (30%) of Seller's maximum annual quantity obligation in any
quarter without Seller's prior consent.
3. LOADING AND UNLOADING. Shipping party agrees to load, and
receiving party agrees to unload, carriers or transports furnished by the other
party within, as applicable, any free time specified by tariffs on file with
the applicable regulatory bodies or as otherwise specified by the carrier and
to pay any charges resulting from its failure in this regard, provided either
such party, as applicable, has been advised, prior to commencement of
unloading, or loading, as the case may be, of carrier's permitted free time. A
party shall not be excused from its obligations to pay such charges by the
provisions of Section 1 if the event relied upon occurs after the carriers or
transports have been accepted for loading or unloading, as the case may be.
4. IMBALANCES. This Section 4 shall have application only if the
transaction covered hereby is an exchange. both parties shall endeavor,
insofar as practicable, to keep the exchange in balance in accordance with the
provisions of this Contract. Unless otherwise provided in this Contract, an
over-delivering party shall not be required to make any further shipments
hereunder if the Goods shipped pursuant to this Contract are not in balance
until such imbalance is eliminated or reduced, by the shipment of Goods to the
over-delivering party, to a level acceptable to the over-delivering party, even
if the imbalance results from an event described in Section 1 hereof. If such
imbalance does result from an event described in Section 1, the over-delivery
party may, in lieu of awaiting for the imbalance to be brought into balance,
require that any over-deliveries be returned or that the over- deliveries be
paid for by the under-delivering party at such price as may be agreed upon.
Such action by the over-delivering party shall not limit any rights or remedies
of the over-delivering party. A party shall not be entitled to refuse to make
shipments due to such an
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imbalance if such imbalance has resulted from its failure to accept and receive
Goods in accordance with the provisions of this Contract. Any such reduction
or elimination of such an imbalance shall occur within thirty (30) days
following a request from the over-delivering party that such imbalance be
reduced or eliminated. Upon the termination or expiration of this Contract,
the over-delivering party shall be entitled to receive, within sixty (60) days
following the date of such expiration or termination, the quantity of Goods
required to bring the exchange in balance and payment of any differential due
to it. An imbalance may be eliminated by a cash payment to the over-delivering
party, rather than by the shipment of Goods, if (i) any imbalance is less than
one full load in accordance with the method of shipment provided for in this
Contract or (ii) the obligation of the party making such payment to ship the
Goods required to eliminate an imbalance has been suspended pursuant to Section
1 hereof. such cash payment, which shall be in addition to any payment due for
any differential, shall be based upon the market price for the Goods, as
determined by the over-delivering party, at the time such payment is made, or
at the time such payment becomes due, whichever amount is greater. all
provisions of this Contract shall be deemed applicable to deliveries made
subsequent to the expiration or termination of this Contract for the purpose of
eliminating an imbalance.
5. LIMITED WARRANTY and CHANGES IN SPECIFICATION. Subject to
Section 6 and unless otherwise expressly provided herein, the shipping party
warrants; (i) title to the Goods shipped and (ii) that the Goods shipped, shall
conform to the shipping party's standard specifications (or to the attached
specifications, if any). Subject to the preceding sentence and except as
otherwise expressly provided herein, SHIPPING PARTY MAKES NO REPRESENTATION OR
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR
PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO THE GOODS, whether used
alone or in combination with any other material. Shipping party shall not make
any change in raw materials or methods of manufacturing employed in producing
the Goods without the prior approval of receiving party, unless any such change
will have no affect on the continued suitability of the Goods to receiving
party even though such Goods would continue to meet specifications.
6. LIMITATION OF LIABILITY. (a) Within fifteen (15) days after
actual receipt by the receiving party at its consuming location of each
shipment of the Goods, the receiving party shall examine such Goods for any
damage, defect or shortage. all claims for any cause whatsoever (whether such
cause be based in Contract negligence,
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strict liability, other tort or otherwise) shall be deemed waived unless made
in writing and received by the shipping party within thirty (30) days after
such actual receipt of the Goods by the receiving party in respect to which
such claim is made, provided that s to any such cause not reasonably
discoverable within such thirty (30) day period (including that discoverable
only in processing, further manufacture, other use or resale), any claim shall
be made in writing and received by the shipping party within ninety (90) days
after such actual receipt by the receiving party of the Goods in respect to
which such claim is made, or within thirty (30) days after the receiving party
learns of the facts giving rise to such claim, whichever shall first occur.
Any claim for non- delivery of such Goods shall be deemed waived unless made in
writing and received by the party alleged to have failed to deliver such Goods
within ninety (90) days following the expiration or termination of this
Contract. Failure of a party to receive written notice of any claim within the
applicable time period shall be deemed an absolute and unconditional waiver by
the other party of such claim irrespective of whether the facts giving rise to
such claim shall have then been discovered or whether processing, further
manufacture, other use or resale of the Goods shall have then taken place.
(b) THE RECEIVING PARTY'S EXCLUSIVE REMEDY SHALL BE FOR DAMAGES, AND
THE SHIPPING PARTY'S TOTAL LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING
OUT OF ANY CAUSE WHATSOEVER (WHETHER SUCH CAUSE BE BASED IN CONTRACT,
NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE) SHALL IN NO EVENT EXCEED
THE THEN PREVAILING CONTRACT MARKET PRICE, IF THE TRANSACTION IS AN EXCHANGE,
OR THE THEN PREVAILING CONTRACT PRICE, IF THE TRANSACTION IS A SALE, FOR THE
QUANTITY OF GOODS IN RESPECT TO WHICH SUCH CAUSE ARISES, OR, AT SHIPPING
PARTY'S OPTION, THE REPAIR OR REPLACEMENT OF SUCH GOODS, AND IN NO EVENT SHALL
THE SHIPPING PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT
OR PUNITIVE DAMAGES RESULTING FROM ANY SUCH CAUSE. The shipping party shall
not be liable for, and the receiving party assumes liability for, all personal
injury and property damage connected with the transportation, possession,
processing, further manufacture, other use or resale of the Goods by or on
behalf of the receiving party or its customers, whether the Goods are used
alone or in combination with any other material or are resold by receiving
party. transportation charges for the return of the Goods shall not be paid
unless authorized in advance by the party initially shipping the Goods.
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(c) If the shipping party furnishes technical or other advice to the
receiving party, whether or not at the request of the receiving party, with
respect to processing, further manufacture, other use or resale of the Goods,
the shipping party shall not be liable for, and the receiving party assumes all
risk of, such advice and the results thereof.
7. TITLE AND RISK OF LOSS. Unless otherwise provided in this
Contract, title to and risk of loss of Goods shall pass to the receiving party
and delivery by the shipping party shall take place (a) in the case of delivery
by pipeline, immediately after the Goods pass the last flange on the shipping
party's property, (b) in the case of delivery into tankcars, upon delivery of
the loaded tankcars by the shipping party to the carrier outside shipping
party's property (c) in the case of delivery into tanktrucks or other trucks,
immediately after such trucks leave the shipping party's property, and (d) in
the case of delivery into barges or ship tankers immediately after the Goods
pass the last flange in the shipping party's loading line.
8. PATENTS. Subject to Section 6 and unless otherwise expressly
provided herein, the shipping party warrants that the Goods supplied pursuant
to this Contract, except for those made for the receiving party according to
the receiving party's specifications; provided, however, Monsanto (as Buyer or
receiving party) shall not assert against Sterling (as Seller or shipping
party) any claim for infringement based on Sterling's use of the technical
Information as defined in and licensed to Sterling under the License Agreement,
(Exhibit 2.1(a) to the Asset Purchase Agreement between Monsanto and Sterling)
dated the date hereof, in the operation of Sterling's plant to produce the
Goods in accordance with procedures employed in such plant by Monsanto as of
the date of the License Agreement. This warranty is given upon condition that
the receiving party promptly notify the shipping party of any claim or suit
involving the receiving party in which such infringement is alleged and that,
if the shipping party is affected, the receiving party permit the shipping
party to control completely the defense or compromise of any such allegation of
infringement. the shipping party does not warrant that the use of the Goods or
any material made therefrom, whether the Goods are used alone or in combination
with any other material, will not infringe a patent. The shipping party
reserves the right to terminate the shipping party's warranty under this
Section 8 at any time with respect to any undelivered Goods. In the event of
such termination, the receiving party may thereafter refuse acceptance of such
undelivered Goods and the receiving party may, within forty-five (45) days
following such termination, terminate this Contract upon not less than thirty
(30) days' written notice to the other party.
14
<PAGE> 15
9. FREIGHT AND TAXES. Any new tax or any increase in an existing
tax or governmental charge, paid by the shipping party, hereafter becoming
effective imposed upon the sale, exchange or delivery of the Goods, such as
sales tax, use tax, retailer's occupational tax, but excluding taxes based on
production or income such as value added, gross receipts or franchise taxes,
may, if the transaction covered hereby is a sale, be added to and included as a
part of the price herein specified, provided that shipping party invoices such
new charges within 90 days following the effective date of their imposition;
and, if the transaction covered hereby is an exchange, and, if the effect of
such new or increased tax or charge is to increase the cost to the shipping
party of exchanging or delivering the Goods or procuring materials used
therein, shipping party may notify the receiving party thereof, in writing,
requesting an adjustment to the differential as a result of such factors. If
the parties are unable to agree upon a satisfactory revision to such
differential within forty-five (45) days following receipt of such notice, the
shipping party may terminate this Contract upon thirty (30) days' written
notice to the other party. Shipping party shall be entitled initially to
assert that any Superfund tax (or tax of similar purpose or effect) or any
increase in any such tax, should become a part of the differential to be paid,
if the transaction covered hereby is an exchange, or should be added to the
price for the Goods, if the transaction covered hereby is a sale, and to
include the amount thereof in its invoices for the relevant Goods; provided
however, that the shipping party shall not be entitled to continue to collect
any such tax, or increase therein, unless such tax, or increase therein, is
generally then being taken into account and being included in the differential,
or added to the price, as the case may be, by other sellers or exchangers of
the Goods covered hereby, and if such other sellers or exchangers are not
generally collecting such tax, or increase therein, shipping party shall no
longer attempt to collect any such tax, or increase therein, hereunder and
there shall be a prompt refund of any amounts theretofore collected therefore
from the receiving party. Except as otherwise expressly provided in the
special terms and conditions which are applicable to this Contract, freight
from the point of passage of title provided for in Section 7 for the Goods
shall be for the account of receiving party.
10. WEIGHTS. Unless otherwise specifically provided for herein,
the shipping party's weights or measurements shall govern unless proven in
error.
11. COMPLIANCE WITH CERTAIN LAWS. Subject to Section 6 and unless
otherwise expressly provided herein, the Goods shall be
15
<PAGE> 16
produced in compliance with the requirements of the Fair Labor Standards Act of
1938, as amended, and Executive Order 11246.
12. ASSIGNMENT. Subject to the special terms and conditions
applicable to this Contract and except as provided in the Asset Purchase
Agreement of even date herewith between the parties, neither party shall (by
operation of law or otherwise) assign its rights or delegate its performance
hereunder without the prior written consent of the other party, and any
attempted assignment or delegation without such consent shall be void. To the
extent assignment is permitted hereunder this Contract shall be binding on any
permitted assignee.
13. MONTHLY REPORTS. If the transaction covered hereby is an
exchange, each party shall, within thirty (30) days following the end of each
month, provide the other party with a report stating the quantities delivered
and received during the month and the calendar year pursuant to this Contract,
as well as the exchange balances for such periods. the parties shall promptly
attempt to reconcile any discrepancies apparent from such reports.
14. MEET COMPETITION. (a) If the transaction covered hereby is a
sale and if from time to time Monsanto can purchase Goods of functionally
equivalent quality at a lower delivered cost than the delivered cost of the
Goods then in effect hereunder and in an amount equal to at least Monsanto's
annual purchase obligation hereunder for the then remaining balance of the
Contract period, and Monsanto gives Sterling written notice thereof, Monsanto
may purchase such Goods, unless within fifteen (15) days of receipt by Sterling
of said notice Sterling shall meet such lower delivered cost for an equal
quantity of Goods thereafter sold hereunder.
(b) If the transaction covered hereby is an exchange and if from time
to time Monsanto can obtain, by exchange or conversion, Goods of functionally
equivalent quality at a lower delivered cost than the delivered cost of the
Goods then in effect hereunder, and in an amount equal to at least Monsanto's
annual exchange obligation hereunder, for the then remaining balance of the
contract period, and Monsanto gives Sterling written notice thereof, Monsanto
may obtain such Goods by exchange or conversion, unless within fifteen (15)
days of receipt by Sterling of said notice, Sterling shall meet such lower
delivered cost for an equal quantity of Goods thereafter exchanged hereunder.
(c) In either event, any quantity so obtained by Monsanto from
another source shall be deducted from Monsanto's annual obligation hereunder,
but the contract otherwise shall remain unaffected.
16
<PAGE> 17
15. MISCELLANEOUS. (a) Governing Law. The validity,
interpretation and performance of this Contract and any dispute connected
herewith shall be governed and construed in accordance with the laws of the
state of Texas. Buyer (Sterling) has consented to service of process in the
State of Missouri.
(b) Set Off. Monsanto (or Buyer, as the case may be, and for
purposes of this section 15 (b) herein called "Monsanto") may retain from any
moneys due or sums payable to Seller (or Exchanger or sterling, as the case may
be, herein called "Sterling") under this Contract and set off any such moneys
or sums against any moneys, sums or claims owing by or due from Monsanto to
third parties, which Sterling is not contesting in good faith and which result
in any manner from Sterling's deficient performance or failure to perform under
any agreements assigned to Sterling pursuant to the assets Purchase agreement
between Monsanto and sterling.
(c) Notices. Any notice required or permitted to be given under this
Contract shall be deemed sufficient if (i) in writing and (ii) served either by
(a) depositing the same in the United States mail, property addressed as
provided below, postage prepaid, registered or certified mail, and with return
receipt requested, (b) delivering the same in person, or (c) sending a prepaid
telegram of the same, confirmed by notice deposited in the mail in the manner
provided in this Section 15(c). Unless otherwise provided in this Contract,
any notice deposited in the mail in the manner provided in this Section 15(c)
shall be effective upon the expiration of three days after the date on which it
is so deposited, and any notice given in any other manner shall be effective
only if and when it is received by the addressee. for the purposes of notice
hereunder, the addresses of the parties hereto shall be as follows:
BUYER: Monsanto Company
800 N. Lindbergh
St. Louis, Missouri 63167
Attn: Director, Purchasing
Monsanto Chemical Co.
SELLER: Sterling Chemicals, Inc.
1200 Smith, Suite 1900
Houston, Texas 77002
Attn: Vice President, Commercial
17
<PAGE> 18
Any party hereto may change its address for the purpose of notice hereunder by
giving written notice of such change of address to the other party as specified
in this Section 15(c)
(d) Entire and Only Agreement. This Contract and all other
related documents and instruments executed and delivered pursuant hereto
constitute the entire and only understanding and agreement among the parties
hereto with respect to the subject matter hereof and supersede all prior
negotiations, understandings and agreements among such parties relating to the
same subject matter.
(e) Amendments. No alterations, modifications, amendments or
changes of this Contract or any other related document or instrument executed
and delivered pursuant hereto shall be effective or binding on any party
hereto, unless the same shall be in writing and executed by all of the parties
hereto.
(f) Severability. If a court of competent jurisdiction declares
that any provision of this Contract or any other related document or instrument
executed and delivered pursuant hereto is illegal, invalid or unenforceable,
then such provision shall be modified automatically to the extent necessary to
make such provision fully enforceable. If such court does not modify any such
provision as contemplated herein, but instead declares it to be wholly illegal,
invalid or unenforceable, then such provision shall be severed from this
Contract or such other document or instrument, and such declaration shall in no
way affect the legality, validity and enforceability of the other provisions of
this Contract or such other document or instrument to which such declaration
does not relate. In such event, this Contract or such other document or
instrument shall be construed as if it did not contain the particular provision
held to be illegal, invalid or unenforceable, the rights and obligations of the
parties hereto shall be construed and enforced accordingly, and this Contract
otherwise shall remain in full force and effect.
(g) Captions. The captions contained in this Contract are for the
purpose of reference only and shall not affect in any way the meaning,
interpretation or scope of this Contract.
(h) Waivers. Any failure of any party hereto to comply with any
of its obligations, agreements or conditions as set forth herein may be
expressly waived in writing by the other party. No such waiver shall operate
as a waiver of any other obligation, agreement or condition and the failure to
enforce any provision hereof shall not
18
<PAGE> 19
operate as a waiver of such provision or of any other provisions hereof.
(i) Multiple Counterparts. This Contract may be executed by the
parties hereto in multiple counterparts, each of which shall be deemed to be an
original for all purposes, and all of which together shall constitute one and
the same instrument.
(j) Invoices. Shipping party shall invoice receiving party for
any differential due with respect to deliveries hereunder, or, if the
transaction is a sale, for the purchase price due with respect to deliveries
hereunder, and such invoices shall be paid net thirty (30) days from date of
invoice.
7/27/94
19
<PAGE> 20
EXHIBIT A1
ACRYLONITRILE SPECIFICATIONS
MONSANTO CHEMICAL COMPANY--DECATUR
<TABLE>
<CAPTION>
PROPERTY UNIT SPECIFICATION TARGET METHOD
-------- ---- ------------- ------ ------
<S> <C> <C> <C> <C>
Appearance ---- Clear & Free ----- 602.282
Water wt% 0.25 - 0.45 ----- 602.204
Color APHA 10 max 5 max 602.009
Oxazole ppm 250 max 40 max 602.206
Acetone ppm 75 max 50 max 602.205
Acetonitrile ppm 300 max ----- 602.205
Acrolein ppm 20 max 10 max 602.205
Inhibitor ppm 35-45 ----- 602.216
Iron ppm 0.2 max 0.1 max TCQA-46
Copper ppm 0.1 max ----- TCQA-46
Propionitrile ppm 100 max 40 max 602.205
Aldehydes, as ACH ppm 35 max ----- TCQA-138
Methyl acrylonitrile ppm 200 max ----- 602.205
Cis-crotononitrile ppm report ppm ----- 602.205
Acidity, as acetic acid ppm report ppm 15 max 602.210
Benzene ppm 50 max ----- 602.205
Peroxides ppm 0.2 max ----- 602.220
Ph - 5% Aq.Sol 6.6 - 7.3 ----- 602.209
</TABLE>
<PAGE> 21
EXHIBIT A2
ACRYLONITRILE SPECIFICATIONS
MONSANTO CHEMICAL COMPANY--PORT PLASTICS
<TABLE>
<CAPTION>
PROPERTY UNIT SPECIFICATION TARGET METHOD
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Appearance ---- Clear & Free ------ 602.282
Color APHA 5 max ------ 602.009
Water wt% 0.25 - 0.45 ------ 602.204
Aldehydes, as ACH ppm 35 max ------ TCQA - 138
Nonvolatile matter ppm 100 max 50 max 602.219
Inhibitor ppm 35-45 ------ 602.216
Acidity, as acetic ppm 15 max ------ 602.210
acid
HCN ppm 5 max ------ 602.208
Iron ppm 0.1 max ------ TCQA-46
Peroxides, as H202 ppm 0.2 max ------ 602.220
Acetone ppm 50 max ------ 602.205
Acetonitrile ppm 300 max 200 max 602.205
Copper ppm 0.1 max ------ TCQA-46
Oxazole ppm 100 max 40 max 602.206
Acrolein ppm 15 max 10 max 602.205
Propionitrile ppm 50 max 40 max 602.205
Methyl acrylonitrile ppm 150 max 120 max 602.205
PH - 5% Aq. Sol. 6.6-7.3 ------ 602.209
</TABLE>
<PAGE> 22
EXHIBIT B
MONSANTO CHEMICAL COMPANY
ANHYDROUS AMMONIA
COMMERCIAL GRADE
- --------------------------------------------------------------------------------
PRODUCT SPECIFICATION
<TABLE>
<CAPTION>
CHARACTERISTICS LIMITS METHOD NO.
--------------- ------ ----------
<S> <C> <C>
Water 0.25% min. AQC-268 A-82
0.50% max.
Oil 5 ppm max. 42-7-2-64
%NH2 99.5 min. Calculated
Iron (as Fe) 0.2 ppm* 42-7-2-64
</TABLE>
*This is a typical value, not a
specification.
B.P. of anhydrous ammonia
-- 33 degrees C
W.P. of anhydrous ammonia
-- 77 degrees C
Anhydrous ammonia out of cryogenic storage normally contains 0.05 ppm CL
- --------------------------------------------------------------------------------
SUBMITTED TO DATE
<PAGE> 23
4/22/86
EXHIBIT C
TO
ACRYLONITRILE EXCHANGE CONTRACT
PROPYLENE SPECIFICATIONS
<TABLE>
<CAPTION>
Monsanto
Test
Specification Method Property
- ------------- ------ --------
<S> <C> <C>
Propylene, Wt. % 92, Min. 304
Paraffins, Wt. % 8, Max. 304
C2s, Wt. % 0.4, Max. 304
C4s, Wt. % 0.2, Max. 304
Total diunsaturates,
Wt. ppm (including
acetylene, methyl-
acetylene, allene) 100, Max. 304
Total H, O, N, CO, CO2 100, Max. 311
Wt. ppm 475
318
Halides (as C1), 10, Max. G-23
Wt. ppm
Total Sulfur (as S),
Wt. ppm 10, Max. G-27
Water, Wt. ppm 50, Max. On-stream
analyzer
MeOH, Wt. ppm 50, Max. 371
Green Oil, Wt. ppm 10, Max. 372
</TABLE>
