Common use of Business Loans Clause in Contracts

Business Loans. Maker warrants and represents to Payee and all other holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter One. STERLING CHEMICALS, INC. By:___________________________________ Name:_________________________________ Title:________________________________ EXHIBIT E to Credit Agreement ASSIGNMENT AND ACCEPTANCE ------------------------- Dated: ___________________, 199_ Reference is made to the Credit Agreement dated as of April 13, 1995 (as restated, amended, modified, supplemented and in effect from time to time, the "Credit Agreement"), among Sterling Chemicals, Inc., a Delaware corporation (the "Company"), the Lenders named therein, The Bank of Nova Scotia, a Documentation Agent, ABN AMRO Bank N.V., Houston Agency, Bank of Scotland and Credit Lyonnais, New York Branch, as Co-Agents, and Texas Commerce Bank National Association, as Agent (the "Agent"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. This Assignment and Acceptance, between the Assignor (as defined and set forth on Schedule I hereto and made a part hereof) and the Assignee (as defined and set forth on Schedule I hereto and made a part hereof) is dated as of the Effective Date (as set forth on Schedule I hereto and made a part hereof). 1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, an undivided ________% interest (the "Assigned Interest") in and to all the Assignor's rights and obligations under the Credit Agreement as set forth on Schedule I (collectively, the "Assigned Facilities," individually, an "Assigned Facility"). 2. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or its Subsidiaries or the performance or observance by the Company or its Subsidiaries of any of its respective obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (iii) attaches the Note(s) held by it evidencing the Assigned Facility or Facilities, as the case may be, and requests that the Agent exchange such Note(s) for a new Note or Notes payable to the Assignor (if the Assignor has retained any interest in the Assigned Facility or Facilities) and a new Note or Notes payable to the Assignee in the respective amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date). EXHIBIT F to Credit Agreement 3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 6.2 thereof, or if later, the most recent financial statements delivered pursuant to Section 7.2 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; (vi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty, and (vii) has supplied the information requested on the administrative questionnaire submitted by the Agent. 4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and the Company and recording by the Agent pursuant to Section 11.6 of the Credit Agreement, effective as of the Effective Date (which Effective Date shall, unless otherwise agreed to by the Agent, be at least five Business Days after the execution of this Assignment and Acceptance). 5. Upon such acceptance and recording, from and after the Effective Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Effective Date or accrue subsequent to the Effective Date. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date by the Agent or with respect to the making of this assignment directly between themselves. 6. From and after the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. EXHIBIT F to Credit Agreement 7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

Business Loans. Maker warrants and represents to Payee and all other holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter One. STERLING CHEMICALS1D. HCC INSURANCE HOLDINGS, INC. ., a Delaware corporation By:____: _______________________________ Name:_________________________________ Title:________________________________ Xxxxx X. Xxxxxxxx, Executive Vice President EXHIBIT E C to Credit Loan Agreement -4- ASSIGNMENT AND ACCEPTANCE ------------------------- Dated: ___________________, 199_ Reference is made to the Credit Loan Agreement dated as of April 13March ____, 1995 1999 (as restated, amended, modified, supplemented and in effect from time to time, the "Credit AgreementLOAN AGREEMENT"), among Sterling ChemicalsHCC INSURANCE HOLDINGS, Inc.INC., a Delaware corporation (the "CompanyBORROWER"), the Lenders named therein, The Bank of Nova ScotiaNATIONSBANK, a N.A., as Documentation Agent, ABN AMRO Bank N.V.and XXXXX FARGO BANK (TEXAS), Houston Agency, Bank of Scotland and Credit Lyonnais, New York Branch, as Co-Agents, and Texas Commerce Bank National AssociationNATIONAL ASSOCIATION, as Agent (the "AgentAGENT"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Loan Agreement. This Assignment and Acceptance, between the Assignor (as defined and set forth on Schedule SCHEDULE I hereto and made a part hereof) and the Assignee (as defined and set forth on Schedule SCHEDULE I hereto and made a part hereof) is dated as of the Effective Date of Assignment (as set forth on Schedule SCHEDULE I hereto and made a part hereof). 1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, an undivided ________% interest (the "Assigned InterestASSIGNED INTEREST") in and to all the Assignor's rights and obligations under the Credit Loan Agreement respecting those, and only those, credit facilities contained in the Loan Agreement as are set forth on Schedule SCHEDULE I (collectively, the "Assigned FacilitiesASSIGNED FACILITIES," individually, an "Assigned FacilityASSIGNED FACILITY")., in a principal amount for each Assigned Facility as set forth on SCHEDULE I. 2. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder Assigned Interest and that such interest the Assigned Interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company Borrower or its Subsidiaries or the performance or observance by the Company Borrower or its Subsidiaries of any of its respective obligations under the Credit Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (iii) attaches the Note(s) held by it evidencing the Assigned Facility or Facilities, as the case may be, assigned and requests that the Agent exchange such Note(s) for a new Note or Notes payable to the Assignor (if the Assignor has retained any interest in the Assigned Facility or FacilitiesLoans) and a new Note or Notes payable to the Assignee EXHIBIT D to Loan Agreement in the respective amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective DateDate of Assignment). EXHIBIT F to Credit Agreement. 3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Credit Loan Agreement, together with copies of the financial statements referred to in Section SECTION 6.2 thereof, or if later, the most recent financial statements delivered pursuant to Section SECTION 7.2 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Loan Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Loan Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Credit Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Loan Agreement are required to be performed by it as a Lender; (vi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty, and (vii) has supplied the information requested on the administrative questionnaire submitted provided by the Agent. 4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and the Company Borrower and recording by the Agent pursuant to Section SECTION 11.6 of the Credit Loan Agreement, effective as of the Effective Date of Assignment (which Effective Date of Assignment shall, unless otherwise agreed to by the Agent, be at least five Business Days after the execution of this Assignment and Acceptance). 5. Upon such acceptance and recording, from and after the Effective DateDate of Assignment, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Effective Date of Assignment or accrue subsequent to the Effective DateDate of Assignment. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date of Assignment by the Agent or with respect to the making of this assignment directly between themselves.. EXHIBIT D to Loan Agreement 6. From and after the Effective DateDate of Assignment, (i) the Assignee shall be a party to the Credit Loan Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Loan Agreement. EXHIBIT F to Credit Agreement. 7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

Business Loans. Maker warrants and represents to Payee and all other holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter One. STERLING CHEMICALS1D. OCEANEERING INTERNATIONAL, INC. ., a Delaware corporation By:___________________________________ : ------------------------------------ Name:_________________________________ : ---------------------------------- Title:________________________________ : --------------------------------- EXHIBIT E to Credit Agreement D ASSIGNMENT AND ACCEPTANCE ------------------------- Dated: ___________________, 199_ ---------- Reference is made to the Credit Loan Agreement dated as of April 13March 30, 1995 2000 (as restated, amended, modified, supplemented and in effect from time to time, the "Credit Loan Agreement"), among Sterling ChemicalsOCEANEERING INTERNATIONAL, Inc.INC., a Delaware corporation (the "CompanyBorrower"), the Lenders named therein, The Wellx Xxxgo Bank of Nova Scotia(Texas), a Documentation N. A., as Administrative Agent, ABN AMRO Bank N.V., Houston Agency, Bank of Scotland Lead Arranger and Credit Lyonnais, New York Branch, as Co-Agents, and Texas Commerce Bank National Association, as Agent Book Manager (the "Agent"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Loan Agreement. This Assignment and Acceptance, between the Assignor (as defined and set forth on Schedule I hereto and made a part hereof) and the Assignee (as defined and set forth on Schedule I hereto and made a part hereof) is dated as of the Effective Date of Assignment (as set forth on Schedule I hereto and made a part hereof). 1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, an undivided ________% interest (the "Assigned Interest") in and to all the Assignor's rights and obligations under the Credit Agreement Loan Agreement, in a principal amount as set forth on Schedule I (collectively, the "Assigned Facilities," individually, an "Assigned Facility").I. 2. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder Assigned Interest and that such interest the Assigned Interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company Borrower or its Subsidiaries or the performance or observance by the Company Borrower or its Subsidiaries of any of its respective obligations under the Credit Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (iii) attaches the Note(s) held by it evidencing the Assigned Facility or Facilities, as the case may be, and requests that the Agent exchange such Note(s) for a new Note or Notes payable to the Assignor (if the Assignor has retained any interest in the Assigned Facility or Facilitiesinterest) and a new Note or Notes payable to the Assignee in the respective amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective DateDate of Assignment). EXHIBIT F to Credit Agreement. 3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Credit Loan Agreement, together with copies of the financial statements referred to in Section 6.2 thereof, or if later, the most recent financial statements delivered pursuant to Section 7.2 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Loan Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Loan Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Credit Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Loan Agreement are required to be performed by it as a Lender; (vi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty, and (vii) has supplied the information requested on the administrative questionnaire submitted provided by the Agent. 4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and the Company Borrower and recording by the Agent pursuant to Section 11.6 of the Credit Loan Agreement, effective as of the Effective Date of Assignment (which Effective Date of Assignment shall, unless otherwise agreed to by the Agent, be at least five Business Days after the execution of this Assignment and Acceptance). 5. Upon such acceptance and recording, from and after the Effective DateDate of Assignment, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Effective Date of Assignment or accrue subsequent to the Effective DateDate of Assignment. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date of Assignment by the Agent or with respect to the making of this assignment directly between themselves. 6. From and after the Effective DateDate of Assignment, (i) the Assignee shall be a party to the Credit Loan Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights (except for its rights to be indemnified pursuant to Section 11.4 of the Loan Agreement) and be released from its obligations under the Credit Loan Agreement. EXHIBIT F to Credit Agreement. 7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

Business Loans. Maker warrants and represents to Payee and all other holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter One. STERLING PULP CHEMICALS, INCLTD. By:_________: __________________________ Name:_________________________________ Title:________________________________ EXHIBIT E C to Credit Agreement Page 4 ASSIGNMENT AND ACCEPTANCE ------------------------- Dated: ___________________, 199___ Reference is made to the Credit Agreement dated as of April 13September 28, 1995 (as restated, amended, modified, supplemented and in effect from time to time, the "Credit Agreement"), among Sterling Pulp Chemicals, Inc.Ltd., a Delaware corporation organized under the laws of the Province of Ontario, Canada (the "CompanyBorrower"), the Lenders named therein, The Bank of Nova Scotia, a Documentation Agent, ABN AMRO Bank N.V., Houston Agency, Bank of Scotland and Credit Lyonnais, New York Branch, as Co-Agentsparty thereto, and Texas Commerce Bank National Association, as Agent (the "Agent"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. This Assignment and Acceptance, between the Assignor (as defined and set forth on Schedule I hereto and made a part hereof) and the Assignee (as defined and set forth on Schedule I hereto and made a part hereof) is dated as of the Effective Date (as set forth on Schedule I hereto and made a part hereof). 1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, an undivided ________% interest (the "Assigned Interest") in and to all the Assignor's rights and obligations under the Credit Agreement as set forth on Schedule I (collectively, the "Assigned Facilities," individually, an "Assigned Facility"). 2. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company Borrower, the Parent or its the Parent's Subsidiaries or the performance or observance by the Company Borrower, the Parent or its the Parent's Subsidiaries of any of its respective obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (iii) attaches the Note(s) Note held by it evidencing the Assigned Facility or FacilitiesFacility, as the case may be, and requests that the Agent exchange such Note(s) Note for a new Note or Notes payable to the Assignor (if the Assignor has retained any interest in the Assigned Facility or FacilitiesFacility) and a new Note or Notes payable to the Assignee in the respective amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date). EXHIBIT F to Credit Agreement. 3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance and, upon the effectiveness of this Assignment and Acceptance, EXHIBIT D to Credit Agreement that it will be in compliance with Section 11.6 of the Credit Agreement; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 6.2 thereof, or if later, the most recent financial statements delivered pursuant to Section 7.2 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; (vi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty, and (vii) has supplied the information requested on the administrative questionnaire submitted by the Agent. 4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and the Company Borrower and recording by the Agent pursuant to Section 11.6 of the Credit Agreement, effective as of the Effective Date (which Effective Date shall, unless otherwise agreed to by the Agent, be at least five Business Days after the execution of this Assignment and Acceptance). 5. Upon such acceptance and recording, from and after the Effective Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Effective Date or accrue subsequent to the Effective Date. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date by the Agent or with respect to the making of this assignment directly between themselves. 6. From and after the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. EXHIBIT F D to Credit Agreement 7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

Business Loans. Maker warrants and represents to Payee and all other holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter One. STERLING CHEMICALSCONSOLIDATED GRAPHICS, INC. ., a Texas corporation By:___________________________________ Name:_________________________________ Title:________________________________ EXHIBIT E to Credit Agreement ASSIGNMENT AND ACCEPTANCE ------------------------- Dated: :___________________, 199_ Reference is made to the Credit Loan Agreement dated as of April 13June _____, 1995 1997 (as restated, amended, modified, supplemented and in effect from time to time, the "Credit AgreementLOAN AGREEMENT"), among Sterling ChemicalsCONSOLIDATED GRAPHICS, Inc.INC., a Delaware Texas corporation (the "CompanyCOMPANY"), the Lenders named therein, The Bank of Nova ScotiaBankOne Texas, a Documentation Agent, ABN AMRO Bank N.V., Houston Agency, Bank of Scotland and Credit Lyonnais, New York BranchN.A., as Co-AgentsAgent, and Texas Commerce Bank National Association, as Agent (the "AgentAGENT"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Loan Agreement. This Assignment and Acceptance, between the Assignor (as defined and set forth on Schedule SCHEDULE I hereto and made a part hereof) and the Assignee (as defined and set forth on Schedule SCHEDULE I hereto and made a part hereof) is dated as of the Effective Date (as set forth on Schedule SCHEDULE I hereto and made a part hereof). 1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, an undivided ________% interest (the "Assigned InterestASSIGNED INTEREST") in and to all the Assignor's rights and obligations under the Credit Loan Agreement respecting those, and only those, credit facilities contained in the Loan Agreement as are set forth on Schedule SCHEDULE I (collectively, the "Assigned FacilitiesASSIGNED FACILITIES," individually, an "Assigned FacilityASSIGNED FACILITY")., in a principal amount for each Assigned Facility as set forth on SCHEDULE I. 2. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or its Subsidiaries or the performance or observance by the Company or its Subsidiaries of any of its respective obligations under the Credit Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (iii) attaches the Note(s) held by it evidencing the Assigned Facility or Facilities, as the case may be, and requests that the Agent exchange such Note(s) for a new Note or Notes payable to the Assignor (if the Assignor has retained any interest in the Assigned Facility or Facilities) and a new Note or Notes payable to the Assignee in the respective amounts which reflect the assignment being made hereby EXHIBIT D to Loan Agreement (and after giving effect to any other assignments which have become effective on the Effective Date). EXHIBIT F to Credit Agreement. 3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Credit Loan Agreement, together with copies of the financial statements referred to in Section SECTION 6.2 thereof, or if later, the most recent financial statements delivered pursuant to Section SECTION 7.2 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Loan Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Loan Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Credit Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Loan Agreement are required to be performed by it as a Lender; (vi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty, and (vii) has supplied the information requested on the administrative questionnaire submitted by the Agent.attached hereto as EXHIBIT A. 4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and the Company and recording by the Agent pursuant to Section SECTION 11.6 of the Credit Loan Agreement, effective as of the Effective Date (which Effective Date shall, unless otherwise agreed to by the Agent, be at least five Business Days after the execution of this Assignment and Acceptance). 5. Upon such acceptance and recording, from and after the Effective Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Effective Date or accrue subsequent to the Effective Date. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date by the Agent or with respect to the making of this assignment directly between themselves. 6. From and after the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. EXHIBIT F to Credit Agreement 7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

Business Loans. Maker warrants and represents to Payee and all other holders of this note that all loans evidenced by this note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use, as such terms are used in Chapter One. STERLING CHEMICALS1D. OCEANEERING INTERNATIONAL, INC. ., a Delaware corporation By:: _______________________________________ Name:: _____________________________________ Title:: ____________________________________ EXHIBIT E to Credit Agreement D ASSIGNMENT AND ACCEPTANCE ------------------------- Dated: ___________________, 199_ Reference is made to the Credit Loan Agreement dated as of April 13March 30, 1995 2000 (as restated, amended, modified, supplemented and in effect from time to time, the "Credit AgreementLOAN AGREEMENT"), among Sterling ChemicalsOCEANEERING INTERNATIONAL, Inc.INC., a Delaware corporation (the "CompanyBORROWER"), the Lenders named therein, The Wells Fargo Bank of Nova Scotia(Texas), a Documentation N. A., as Administrative Agent, ABN AMRO Bank N.V., Houston Agency, Bank of Scotland and Credit Lyonnais, New York Branch, as Co-Agents, and Texas Commerce Bank National Association, as Agent Lead Arrangxx xxd Book Manager (the "AgentAGENT"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Loan Agreement. This Assignment and Acceptance, between the Assignor (as defined and set forth on Schedule SCHEDULE I hereto and made a part hereof) and the Assignee (as defined and set forth on Schedule SCHEDULE I hereto and made a part hereof) is dated as of the Effective Date of Assignment (as set forth on Schedule SCHEDULE I hereto and made a part hereof). 1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date, an undivided ________% interest (the "Assigned InterestASSIGNED INTEREST") in and to all the Assignor's rights and obligations under the Credit Agreement Loan Agreement, in a principal amount as set forth on Schedule I (collectively, the "Assigned Facilities," individually, an "Assigned Facility").SCHEDULE I. 2. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder Assigned Interest and that such interest the Assigned Interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company Borrower or its Subsidiaries or the performance or observance by the Company Borrower or its Subsidiaries of any of its respective obligations under the Credit Loan Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; and (iii) attaches the Note(s) held by it evidencing the Assigned Facility or Facilities, as the case may be, and requests that the Agent exchange such Note(s) for a new Note or Notes payable to the Assignor (if the Assignor has retained any interest in the Assigned Facility or Facilitiesinterest) and a new Note or Notes payable to the Assignee in the respective amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective DateDate of Assignment). EXHIBIT F to Credit Agreement. 3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Credit Loan Agreement, together with copies of the financial statements referred to in Section SECTION 6.2 thereof, or if later, the most recent financial statements delivered pursuant to Section SECTION 7.2 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Loan Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Loan Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of the Credit Loan Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Loan Agreement are required to be performed by it as a Lender; (vi) if the Assignee is organized under the laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such tax at a rate reduced by an applicable tax treaty, and (vii) has supplied the information requested on the administrative questionnaire submitted provided by the Agent. 4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance by it and the Company Borrower and recording by the Agent pursuant to Section SECTION 11.6 of the Credit Loan Agreement, effective as of the Effective Date of Assignment (which Effective Date of Assignment shall, unless otherwise agreed to by the Agent, be at least five Business Days after the execution of this Assignment and Acceptance). 5. Upon such acceptance and recording, from and after the Effective DateDate of Assignment, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the Effective Date of Assignment or accrue subsequent to the Effective DateDate of Assignment. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date of Assignment by the Agent or with respect to the making of this assignment directly between themselves. 6. From and after the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder, and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. EXHIBIT F to Credit Agreement 7. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.