THE
CONFIDENTIAL PORTIONS OF THIS EXHIBIT, WHICH HAVE BEEN REMOVED AND
REPLACED WITH ONE OR MORE ASTERISKS, HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.
Amendment
to
Second Amended and Restated
Production Agreement
This Amendment to Second Amended and
Restated Production Agreement (this “
Amendment ”) dated effective as of
April 1, 2005 is by and between S terling Chemicals, Inc. , a
Delaware corporation (“ Sterling ”), and
BP Amoco Chemical
Company, a Delaware corporation, as successor-in-interest to
BP Chemicals Inc., an Ohio corporation (“ BP
” and, together with Sterling, the “
Parties ”). Capitalized terms used but not
defined herein shall have the respective meanings ascribed to such
terms in the Existing Production Agreement referred to
below.
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1.
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The
Parties are parties to that certain Second Amended and Restated
Production Agreement dated effective as of August 1, 1996 (the
“ Original Production Agreement
”).
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2.
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The
Parties have heretofore amended the Original Production Agreement
pursuant to that certain letter agreement dated September 8,
1998, that certain letter agreement dated December 28, 1998
and that certain Amendment to Second Amended and Restated
Production Agreement dated effective as of March 1, 2001 (the
Original Production Agreement as so amended, the “
Existing Production Agreement ”).
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3.
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The
Parties desire to amend the Existing Production Agreement in
certain respects on the terms and subject to the conditions
contained herein.
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Now, Therefore , in consideration
of the premises and the mutual covenants contained herein and in
the Existing Production Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, hereby
agree as follows:
1. Profit
Sharing Split . The first sentence of Section 6.6(b) of
the Existing Production Agreement is hereby amended to read in its
entirety as follows:
Commencing
August 1, 2006 through the termination of this Agreement, the
Company’s share of Profit will be increased during the period
from ***% to ***%.
2.
Sharing of Capital Costs . Section 6.6(c) is hereby
amended by amending the last sentence thereof to read in its
entirety as follows:
Expenditures
for any major project that would achieve beneficial operation after
August 1, 2006, but that would require fund disbursement prior
to August 1, 2006, shall be shared in accordance with the
Profit sharing ratios to become effective on August 1,
2006.
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3.
Expansion Projects . Notwithstanding anything to the
contrary contained in Section 17.1 of the Existing Production
Agreement, Sterling’s share of any Capital Expenditures
associated with any expansion of the rated daily output of the Unit
that is approved by BP and the Company, including the 2005
Expansion Project, shall be ***%. For purposes of this Amendment,
the term “ 2005 Expansion Project ” means
the potential capital project involving the replacement of process
valves and the upgr
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