STERLING CHEMICALS, INC. 101/4% Senior Secured Notes due 2015 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2007 • Sterling Chemicals Inc • Industrial organic chemicals • New York
Sterling Chemicals, Inc, a Delaware corporation (the “Company”), is issuing and selling to Jefferies & Company, Inc. and CIBC World Markets Corp. (each an “Initial Purchaser” and collectively, the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement, dated March 26, 2007, by and among the Company, the Initial Purchasers and the guarantor named therein (the “Purchase Agreement”), $150,000,000 aggregate principal amount of 101/4% Senior Secured Notes due 2015 issued by the Company (each, together with the related guarantee, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors (as defined below) agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
PLEDGE AGREEMENTPledge Agreement • May 8th, 2007 • Sterling Chemicals Inc • Industrial organic chemicals
THIS PLEDGE AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), dated as of March 29, 2007, is made by STERLING CHEMICALS, INC., a Delaware corporation (the “Company”), STERLING CHEMICALS ENERGY, INC., a Delaware corporation (“Energy”), and each other Person (such capitalized term and all other capitalized terms not otherwise defined herein shall have the meanings provided for or incorporated by reference in Article I below) that may from time to time become, pursuant to the terms of the Indenture, a party to this Agreement (each such Person and Energy individually a “Guarantor” and, together with all such other Persons and Energy, collectively, the “Guarantors” and, together with the Company, the “Pledgors”), in favor of U. S. BANK NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (together with its successors and assigns in such capacity, the “Collateral Agent”).
SECURITY AGREEMENTSecurity Agreement • May 8th, 2007 • Sterling Chemicals Inc • Industrial organic chemicals
THIS SECURITY AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), dated as of March 29, 2007, is made by STERLING CHEMICALS, INC., a Delaware corporation (the “Company”), STERLING CHEMICALS ENERGY, INC., a Delaware corporation (“Energy”), and each other Person (such capitalized term and all other capitalized terms not otherwise defined herein shall have the meanings provided for or incorporated by reference in Article I below) that may from time to time become, pursuant to the terms of the Indenture, a party to this Agreement (each such Person and Energy individually a “Guarantor” and, together with all such other Persons and Energy, collectively, the “Guarantors” and, together with the Company, the “Grantors”), in favor of U. S. BANK NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (together with its successors and assigns in such capacity, the “Collateral Agent”).
SUPPLEMENTAL INDENTURESupplemental Indenture • May 8th, 2007 • Sterling Chemicals Inc • Industrial organic chemicals • New York
This SUPPLEMENTAL INDENTURE, dated as of March 15, 2007 (this “Supplemental Indenture”), is among Sterling Chemicals, Inc., a Delaware corporation (the “Company”), Sterling Chemicals Energy, Inc., a Delaware corporation (“Energy,” as guarantor), and U.S. Bank National Association (as successor to National City Bank), as trustee under the Indenture referred to below (the “Trustee”) and as collateral agent under the Security Documents (“Collateral Agent”).
STERLING CHEMICALS, INC. Trustor to Stanley Keeton, an Individual Trustee for the benefit of Beneficiary DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING Dated March 29, 2007 This instrument affects certain real and...Security Agreement • May 8th, 2007 • Sterling Chemicals Inc • Industrial organic chemicals
THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING, dated March 29, 2007 (this “Deed of Trust”), made by STERLING CHEMICALS, INC., a Delaware corporation (the “Trustor”), having an address at 1200 Smith St., Suite 1900, Houston, Harris County, Texas 77002-4312 to STANLEY KEETON, an individual, having an address at c/o Fidelity National Title Insurance Company, 10010 San Pedro, San Antonio, Texas 78216, as trustee (the “Trustee”) for the benefit of U. S. BANK NATIONAL ASSOCIATION, a national banking association, having an address at 10 West Market Street, Suite 1150, Indianapolis, Indiana 46204, as collateral agent (the “Collateral Agent”) for the benefit of the Secured Parties (as hereinafter defined) (the “Beneficiary”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • May 8th, 2007 • Sterling Chemicals Inc • Industrial organic chemicals
THIS AMENDED AND RESTATED SECURITY AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), dated as of March 29, 2007, is made by STERLING CHEMICALS, INC., a Delaware corporation, and STERLING CHEMICALS ENERGY, INC., a Delaware corporation (each, individually, a “Borrower” and, collectively, the “Borrowers”), and each other Person (such capitalized term and all other capitalized terms not otherwise defined herein shall have the meanings provided for or incorporated by reference in Article I below) that may from time to time become, pursuant to the terms of the Credit Agreement, a party to this Agreement (each such Person and each Borrower individually a “Grantor” and, together with all such other Persons and all Borrowers, collectively, the “Grantors”), in favor of THE CIT GROUP/BUSINESS CREDIT, INC., as Administrative Agent for the Secured Parties (together with its successors and assigns in such capacity, the “Administrati
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of March 29, 2007, among STERLING CHEMICALS, INC. AND EACH OF ITS SUBSIDIARIES PARTIES HERETO FROM TIME TO TIME, as the Borrowers, VARIOUS FINANCIAL INSTITUTIONS PARTIES HERETO FROM TIME TO...Revolving Credit Agreement • May 8th, 2007 • Sterling Chemicals Inc • Industrial organic chemicals • New York
THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of March 29, 2007, among STERLING CHEMICALS, INC., a Delaware corporation (the “Company”), STERLING CHEMICALS ENERGY, INC., a Delaware corporation (“Energy”), and each other Person who becomes a party hereto pursuant to Section 7.1.8 (each such Person, together with the Company and Energy, each individually a “Borrower” and collectively, the “Borrowers”), the various financial institutions as are or may become parties hereto from time to time (collectively, the “Lenders”), THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”), as the administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and WACHOVIA BANK, NATIONAL ASSOCIATION, as the documentation agent (in such capacity, the “Documentation Agent”) for the Lenders.
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • May 8th, 2007 • Sterling Chemicals Inc • Industrial organic chemicals
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Agreement”), dated as of March 29, 2007, is made by STERLING CHEMICALS, INC., a Delaware corporation (the “Company”) and STERLING CHEMICALS ENERGY, INC., a Delaware corporation (“Energy”) (the Company and Energy are each, individually, a “Borrower” and, together, collectively, the “Borrowers”), and each other Person (such capitalized term and all other capitalized terms not otherwise defined herein shall have the meanings provided for or incorporated by reference in Article I below) that may from time to time become a party to this Agreement (each such Person and each Borrower, individually, a “Pledgor” and, together with all such other Persons and all Borrowers, collectively, the “Pledgors”), in favor of THE CIT GROUP/BUSINESS CREDIT, INC., as Administrative Agent for each of the Secured Parties (together with its successors and assigns in such capa
INTERCREDITOR AGREEMENT dated as of March 29, 2007 among STERLING CHEMICALS, INC., as Borrower, and Each of its Subsidiaries Parties Hereto From Time to Time The CIT Group/Business Credit, Inc. as First Lien Collateral Agent and U. S. Bank National...Intercreditor Agreement • May 8th, 2007 • Sterling Chemicals Inc • Industrial organic chemicals • New York
INTERCREDITOR AGREEMENT dated as of March 29, 2007 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among Sterling Chemicals, Inc., a Delaware corporation (the “Company”), and each of its Subsidiaries, parties hereto from time to time (together with the Company, being hereafter collectively referred to as the “Borrowers”), The CIT Group/Business Credit, Inc. (“CIT”), as collateral agent for the First Lien Lenders (as defined below) (in such capacity, the “First Lien Collateral Agent”), and U. S. Bank National Association (“U.S. Bank”), as collateral agent for the Second Lien Lenders (as defined below) (in such capacity, the “Second Lien Collateral Agent”).
INDENTURE, Dated as of March 29, 2007 AMONG STERLING CHEMICALS, INC., as Issuer, THE GUARANTORS NAMED HEREIN, as Guarantors, AND U. S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent 101/4% Senior Secured Notes due 2015Indenture • May 8th, 2007 • Sterling Chemicals Inc • Industrial organic chemicals • New York
INDENTURE, dated as of March 29, 2007, among Sterling Chemicals, Inc., a Delaware corporation (the “Company”), the Guarantors (as herein defined) and U. S. Bank National Association, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”).
ARTICLES OF AGREEMENT BETWEEN STERLING CHEMICALS, INC. ITS SUCCESSORS AND ASSIGNS AND TEXAS CITY, TEXAS METAL TRADES COUNCIL, AFL-CIO TEXAS CITY, TEXAS May 1, 2007 to May 1, 2012Twelve Hour Shift Agreement • May 8th, 2007 • Sterling Chemicals Inc • Industrial organic chemicals
