AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

EXHIBIT 10.1

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 TIME,
as the Lenders,

THE CIT GROUP/BUSINESS CREDIT, INC.,
as a Lender and as the Administrative Agent

and

WACHOVIA BANK, NATIONAL ASSOCIATION
as Documentation Agent

TABLE OF CONTENTS

SCHEDULE I — Disclosure Schedule
SCHEDULE II — Percentages; Addresses
SCHEDULE III — Account Debtor Schedule
SCHEDULE IV — Approved Depository Banks
SCHEDULE V — Existing Letters of Credit
SCHEDULE VI — Post-Closing Requirements

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

     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.

R E C I T A L S :

     A. On December 19, 2002, the Borrowers, the Administrative Agent and the Lenders entered into a Revolving Credit Agreement (the “Existing Credit Agreement”), pursuant to which, among other things, the Lenders agreed to extend credit to the Borrowers on a revolving credit basis, in the aggregate principal amount of up to One Hundred Million Dollars ($100,000,000), of which no loans are outstanding on the Closing Date (as hereinafter defined).

     B. The Borrowers, the Administrative Agent, the Documentation Agent and the Lenders desire to amend and restate the Existing Credit Agreement in its entirety to: (i) extend the maturity date of the Revolving Credit Commitment (as hereinafter defined), (ii) decrease the Revolving Credit Commitment Amount (as hereinafter defined) from One Hundred Million Dollars ($100,000,000) to Fifty Million Dollars ($50,000,000), and (iii) make certain other changes to the Existing Credit Agreement, all as more fully set forth herein, which amendment and restatement shall become effective upon the Closing Date.

     C. It is the intent of the parties hereto that this Agreement (as hereinafter defined) supersede and replace the Existing Credit Agreement in its entirety; provided that, (i) such amendment and restatement shall operate to renew, amend and modify the rights and obligations of the parties under the Existing Credit Agreement, as applicable and as provided herein, but shall not effect a novation thereof, (ii) unless otherwise provided for herein and evidenced by a separate written agreement, amendment or release, no other Loan Document, as defined in, and executed and/or delivered pursuant to the terms of, the Existing Credit Agreement (collectively, the “Existing Loan Documents”) shall be amended, terminated or released in any respect and all of such other Existing Loan Documents shall remain in full force and effect except that the parties hereto agree that by executing this Agreement the definition of “Credit Agreement” contained in such Existing Loan Documents shall be amended to include this Agreement and all future amendments hereto, and (c) the Liens securing the Obligations under and as defined in the Existing Credit Agreement and granted pursuant to the Existing Loan Documents and the liabilities and obligations of the Borrowers shall not be extinguished, but shall be carried forward, and such Liens shall secure such Obligations, in each case, as renewed, amended, restated and modified hereby.

     D. The parties hereto intend to amend and restate the Existing Credit Agreement, all as more fully set forth herein, subject to and in reliance upon, the terms, conditions, representations and warranties contained herein.

ARTICLE I

     SECTION 1.1. Defined Terms . The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall, except where the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

     “ Acceptable Account ” means any Foreign Account for which the Account Debtor has long-term debt ratings, or is a Wholly-Owned Subsidiary of a Person having long-term debt ratings, of at least A- and A3 or short-term debt ratings of at least A2 and P2, in each case by S&P and Moody’s, respectively.

     “ Account ” means all of each Borrower’s now existing and future: (a) accounts (which shall mean any “account” as such term is defined in Section 9-102 of the U.C.C.), and any and all other receivables, including all accounts created by, or arising from, all sales, leases, rentals of goods or renditions of services of the Borrowers to their customers, including but not limited to, those accounts arising under any trade names or styles of the Borrowers, or through any division of any Borrower; (b) “instruments”, “documents”, “chattel paper” (including electronic chattel paper) (as each of those terms are defined in Section 9-102 of the U.C.C.); (c) unpaid seller’s or lessor’s rights (including rescission, replevin, reclamation, repossession and stoppage in transit) relating to the foregoing or arising therefrom; (d) rights to any goods represented by any of the foregoing, including rights to returned, reclaimed or repossessed goods; (e) reserves and credit balances arising in connection with or pursuant thereto; (f) guarantees, supporting obligations, “payment intangibles” and “letter-of-credit rights” (as “payment intangibles” and letter-of-credit rights” are defined in Section 9-102 of the U.C.C.); (g) insurance policies or rights relating to any of the foregoing; (h) “general intangibles” (as that term is defined in Section 9-102 of the U.C.C.) pertaining to any and all of the foregoing (including all rights to payment, including those arising in connection with bank and non-bank credit cards), and including books and “records” (as that term is defined in Section 9-102 of the U.C.C.) and any electronic media and software thereto; (i) notes, deposits or property of Account Debtors securing the obligations of any such Account Debtors to any Borrower; and (j) cash and non-cash “proceeds” (as defined in Section 9-102 of the U.C.C.) of any and all of the foregoing.

     “ Account Debtor ” means any Person obligated on any Account of any Borrower.

     “ Account Debtor Schedule ” means the Account Debtor Schedule attached hereto as Schedule III , as it may be supplemented or otherwise modified from time to time by the Borrowers upon the written consent of the Administrative Agent and provided that any Account Debtor added to the Account Debtor Schedule meets all of the requirements set forth in the definition of “ Acceptable Account .”

     “ Adjustment Date ” means, for purposes of the Applicable Margin, the date two Business Days after receipt by the Administrative Agent of the monthly Borrowing Base Certificate required pursuant to Section 7.1.1(c) .

     “ Administrative Agent ” is defined in the Introductory Statement and includes each other Person appointed as the successor Administrative Agent pursuant to Section 9.4 .

     “ Affiliate ” of any Person means any other Person which, directly or indirectly, controls, is controlled by or is under common control with such Person. As used in this definition “control” of a Person means:

     (a) the power, directly or indirectly, to vote 10% or more of the Capital Securities (on a fully diluted basis) having ordinary voting power for the election of directors, managing members or general partners (as applicable);

     (b) beneficial ownership of 10% or more of any class of the Voting Stock of such Person or 10% or more of all outstanding Capital Securities of such Person; or

     (c) the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person (whether by contract or otherwise).

     “ Agreement ” means, on any date, this Amended and Restated Revolving Credit Agreement as originally in effect on the Closing Date and as thereafter from time to time amended, supplemented, amended and restated or otherwise modified from time to time and in effect on such date.

     “ Alternate Base Rate ” means, for any day and with respect to all Base Rate Loans, the higher of (a) 0.50% per annum above the latest Federal Funds Rate and (b) the rate of interest in effect for such day as most recently publicly announced or established by JPMorgan Chase Bank, N.A. in New York, New York (the “Reference Bank”), as its “Base Rate”. (The “Base Rate” is a rate set by the Reference Bank based upon various factors including the Reference Bank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate.) Any change in the Alternate Base Rate established or announced by the Reference Bank shall take effect at the opening of business on the day of such establishment or announcement.

     “ Applicable Margin ” means, for any day, with respect to any Base Rate Loans or LIBO Rate Loans, as the case may be, the applicable rate per annum set forth below under the caption “Base Rate Spread” or “LIBO Spread”, as the case may be:

     The Applicable Margin shall be adjusted on each Adjustment Date based upon the Administrative Agent’s determination of the Excess Availability based upon the information provided in the Borrowing Base Certificate most recently delivered to the Administrative Agent pursuant to Section 7.1.1(c) . If the Borrowing Base Certificate required pursuant to Section 7.1.1(c) is not received by the Administrative Agent by the date required, the Applicable Margin shall be determined using Pricing Level 4 until such time as such Borrowing Base Certificate is received. Notwithstanding the foregoing, the Applicable Margin in effect from and after the Closing Date through the date on which another Pricing Level would otherwise be in effect based on the Excess Availability as shown on the Borrowing Base Certificate next delivered to the Administrative Agent shall be Pricing Level 1. Without limitation of any other provision of this Agreement or any other remedy available to the Administrative Agent or the Lenders under any of the Loan Documents, to the extent that any information contained in any Borrowing Base Certificate delivered pursuant to Section 7.1.1(c) shall be incorrect in any manner, the Administrative Agent may recalculate the Applicable Margin based upon such corrected information, and, upon written notice thereof to the Borrowers, the Loans shall bear interest based upon such recalculated Applicable Margin retroactively from the date of delivery of the erroneous Borrowing Base Certificate or other erroneous information in question until the date of delivery of the correct Borrowing Base Certificate delivered by the Borrowers to the Administrative Agent.

     “ Application ” means an “Application and Agreement for Letters of Credit” or similar instruments or agreements, entered into between any Borrower and an Issuer in connection with any Letter of Credit.

     “ Approved Depository Bank ” means any financial institution described on Schedule IV hereto and any other financial institution which the Administrative Agent may hereafter designate as an “Approved Depository Bank” by written notice to the Company; provided , that, the Administrative Agent may, in its reasonable discretion, notify the Company that a financial institution which was an “Approved Depository Bank” no longer qualifies as such for purposes of this Agreement, in which event such financial institution shall not be considered an “Approved Depository Bank” for purposes of the Loan Documents from and after the date specified in such notice.

     “ Asset Sale Offer ” means “Asset Sale Offer” as that term is defined in the Indenture.

     “ Assignee Lender ” is defined in Section 10.11.1 .

     “ Assignor Lender ” is defined in Section 10.11.1 .

     “ Authorized Officer ” is defined in clause of Section 5.1.1 .

     “ Availability Reserve ” means the sum of (without duplication), at the Administrative Agent’s election, reserves: (a) for any matters affecting the priority of the Liens securing the Obligations, including (i) rental payments or similar charges for any Borrower’s leased premises or other locations where Collateral is located or deemed to be located and for which the Borrowers have not delivered to the Administrative Agent a landlord’s waiver or mortgagee’s waiver or other similar subordination agreement, as applicable, all in form and substance reasonably satisfactory to the Administrative Agent, and (ii) estimated payments due by the Borrowers to any applicable warehousemen or third party processor, for which the Borrowers have not delivered to the Administrative Agent a waiver or some other similar subordination agreement as determined by and in form and substance reasonably satisfactory to the Administrative Agent; provided , that any of the foregoing amounts shall be adjusted from time to time hereafter upon (A) delivery to the Administrative Agent of any such acceptable waiver or subordination agreement, (B) the opening or closing of a location where Collateral is located or deemed to be located for which the Borrowers have not delivered such an acceptable waiver or subordination agreement, and/or (C) any change in the amount of rental, storage or processor payments or similar charges; plus (b) for any amounts as otherwise provided pursuant to the explicit terms of this Agreement; plus (c) as the Administrative Agent may require from time to time in the reasonable judgment of the Administrative Agent.

     “ Backed By Credit Support ” means an Account (a) that is backed by a letter of credit (payable in Dollars) in form and substance reasonably acceptable to the Administrative Agent and that is issued or confirmed by an issuer having ratings of at least A2 or P2 by S&P and Moody’s, respectively, or a rating of at least A2 by International Bank Credit Analysis, Ltd. or at least LC-1 by Thomson Bank Watch, (b) for which a guaranty agreement guaranteeing the payment of such Account has been executed by a U.S. corporation that is an Affiliate of the Account Debtor both in form and substance and from a U.S. corporation reasonably satisfactory to the Administrative Agent or (c) that is insured by credit insurance in form, substance and amount, and by an insurer, reasonably satisfactory to the Administrative Agent.

     “ Banking Services ” means each and any of the following bank services provided to any Borrower by any Lender or any of its Affiliates: (a) commercial credit cards, (b) stored value cards, (c) treasury management services (including controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services) and (d) risk management services (including insurance, premium finance and similar products).

     “ Banking Services Obligations ” of the Borrowers means any and all obligations of the Borrowers, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

     “ Base Rate ” is defined in the definition of Alternate Base Rate.

     “ Base Rate Loan ” means a Loan bearing interest at a fluctuating rate determined by reference to the Alternate Base Rate.

     “ Borrower ” and “ Borrowers ” are as defined in the Introductory Statement.

     “ Borrowing ” means a borrowing of Loans of the same Type and, in the case of LIBO Rate Loans, having the same Interest Period, made by all Lenders required to make such Loans on the same Business Day and pursuant to the same Borrowing Request in accordance with Section 2.1 or a continuation or conversion thereof pursuant to Section 2.4 .

     “ Borrowing Base Amount ” means, at any time, an amount equal to the sum of (without duplication) (a) 85% of Eligible Accounts (other than the BP Accounts), provided that the Administrative Agent may, in its sole discretion, lower such advance percentage on Eligible Accounts to the extent that the Dilution Percentage exceeds five percent (5%) calculated on a rolling ninety (90) day period; plus (b) 65% of Eligible Inventory; plus (c) the lesser of (i) 70% of the BP Accounts and (ii) $20,000,000. The Administrative Agent shall have the right to review computations of the Borrowing Base Amount and if, in its reasonable judgment, such computations have not been computed in accordance with the terms of this Agreement, the Administrative Agent shall have the right to correct such errors.

     “ Borrowing Base Certificate ” means a certificate duly completed and executed by the treasurer, assistant treasurer, chief accounting or financial Authorized Officer of the Company, substantially in the form of Exhibit F hereto, together with such changes thereto as the Administrative Agent may from time to time reasonably request for the purpose of monitoring the Borrowers’ compliance with the limitations on the amount of Loans that may be outstanding at any time hereunder.

     “ Borrowing Request ” means a Loan request and certificate duly executed by an Authorized Officer of the applicable Borrower, substantially in the form of Exhibit B-1 hereto.

     “ BP ” means BP Amoco Chemical Company, a Delaware corporation.

     “ BP Accounts ” means any and all Accounts of any Borrower now existing or arising in the future with respect to the BP Production Agreement, including all rights of any Borrower to payment thereunder.

     “ BP Production Agreement ” means the Second Amended and Restated Production Agreement, dated as of August 1, 1996, between BP and the Company, as amended, supplemented, amended and restated or otherwise modified from time to time.

     “ Business Day ” means:

     (a) any day which is neither a Saturday or Sunday nor a legal holiday on which banks are authorized or required to be closed in New York, New York; and

     (b) relative to the making, continuing, prepaying or repaying of any LIBO Rate Loans, any day which is a Business Day described in clause (a) above and which is

also a day on which dealings in Dollars are carried on in the London interbank eurodollar market.

     “ Capital Expenditures ” means, for any period, the aggregate amount of all expenditures of the Borrowers for fixed or capital assets made during such period which, in accordance with GAAP, would be classified as capital expenditures.

     “ Capital Securities ” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s equity (including any instruments convertible into equity), whether now outstanding or issued after the Closing Date.

     “ Capitalized Lease Liabilities ” means all monetary obligations of the Borrowers under any leasing or similar arrangement which have been (or, in accordance with GAAP, should be) classified as capitalized leases, and for purposes of each Loan Document, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a premium or a penalty.

     “ Cash Collateralize ” means, with respect to a Letter of Credit, the deposit of immediately available funds into a cash collateral account maintained with (or on behalf of) the Administrative Agent, on terms and conditions satisfactory to the Administrative Agent, in an amount equal to the Stated Amount of such Letter of Credit.

     “ Cash Equivalent Investment ” means, at any time:

     (a) any direct obligation of (or unconditionally guaranteed by) the United States or a State (or any agency or political subdivision thereof, to the extent such obligations are supported by the full faith and credit of the United States or a State) maturing not more than one year after such time;

     (b) commercial paper maturing not more than 270 days from the date of issue, which is issued by

     (i) a corporation (other than an Affiliate of any Borrower or any Subsidiary of any Borrower) organized under the laws of any State and rated A-1 or higher by S&P or P-1 or higher by Moody’s, or

     (ii) any Lender (or its holding company);

     (c) any certificate of deposit, time deposit or bankers acceptance, maturing not more than one year after its date of issuance, which is issued by either

     (i) any bank organized under the laws of the United States (or any State) and which has (x) a credit rating of P-1 or higher from Moody’s or A-1 or higher from S&P and (y) a combined capital and surplus greater than $500,000,000, or

     (ii) any Lender;

     (d) any repurchase agreement having a term of 30 days or less entered into with any Lender or any commercial banking institution satisfying the criteria set forth in clause (c)(i) which

     (i) is secured by a fully perfected security interest in any obligation of the type described in clause (a) , and

     (ii) has a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such commercial banking institution thereunder;

     (e) any money market mutual fund with a daily right of redemption and a net asset value of $1.00 per share substantially all the assets of which are comprised of investments of the types described in the preceding clauses (a) through (d) ; or

     (f) participations in loans (for a tenor of not more than 90 days) to Persons having short term credit ratings of at least A-1 and P-1 by S&P and Moody’s, respectively.

     “ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

     “ CERCLIS ” means the Comprehensive Environmental Response Compensation Liability Information System List.

     “ Change in Control ” means:

     (a) a “Change of Control”, as defined in the Indenture;

     (b) a change resulting when (i) any Unrelated Person or any Unrelated Persons, other than the holders on the Closing Date of the Company’s Series A Convertible Preferred Stock and the designated shareholders listed on Item 1.1 of the Disclosure Schedule (“ Designated Shareholders ”), acting together, which would constitute a Group (as defined in Section 13(d) of the Exchange Act) together with any Affiliates or Related Persons thereof (in each case also constituting Unrelated Persons) shall at any time either (x) Beneficially Own (as defined in Rule 13d-3 of the Exchange Act) more than 40% of the aggregate voting power of all classes of Voting Stock of the Company or (y) succeed in having a sufficient number of its or their nominees elected to the Board of Directors of the Company such that such nominees, when added to any existing director remaining on the Board of Directors of the Company after such election who is an Affiliate or Related Person of such Person or Group (as defined in Section 13(d) of the Exchange Act), shall constitute a majority of the Board of Directors of the Company or (ii) the Designated Shareholders shall cease to own 40% or more of all classes of Voting Stock of the Company. As used herein (A) “ Unrelated Person ” shall mean at any time any Person other than the Company or any of its Subsidiaries and other than any trust for any employee benefit plan of the Company or any of its Subsidiaries

and (B) “ Related Person ” of any Person shall mean any other Person owning (1) 5% or more of the outstanding common stock of such Person or (2) 5% or more of the Voting Stock of such Person; or

     (c) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors elected by the holders of the Company’s Series A Convertible Preferred Stock or whose election by such Board of Directors or whose nomination for election by the shareholders of the Company, as the case may be, was approved by a majority of the directors of the Company, as the case may be, then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of the Board of Directors of the Company, as the case may be, then in office.

     “ CIT ” is defined in the Introductory Statement.

     “ Closing Date ” means the date all of the conditions precedent set forth in Article V have been satisfied and the initial Credit Extensions are made.

     “ Closing Date Certificate ” means the closing date certificate executed and delivered by each Borrower pursuant to the terms of this Agreement, substantially in the form of Exhibit D hereto.

     “ Code ” means the Internal Revenue Code of 1986, and the regulations thereunder, in each case as amended, reformed or otherwise modified from time to time.

     “ Collateral ” means (a) the Capital Securities of each now existing or hereafter created or acquired Borrower (other than the Company) or Restricted Subsidiary (other than any Foreign Subsidiary) and (b) any and all other assets of the Borrowers of the type or types described in and subject to the Liens, privileges, priorities and security interests purported to be created by any Security Document.

     “ Commitment ” means, as the context may require, the then applicable Revolving Credit Commitment, Letter of Credit Commitment and/or Swing Line Loan Commitment.

     “ Commitment Amount ” means, as the context may require, the Revolving Credit Commitment Amount, the Letter of Credit Commitment Amount and/or the Swing Line Loan Commitment Amount.

     “ Commitment Fee ” is defined in Section 3.3.1.

     “ Commitment Termination Date ” means the earliest of (a) the Maturity Date; (b) the date on which any of the Commitment Amounts are terminated in full or permanently reduced to zero pursuant to the terms of this Agreement (including Section 2.2 ); and (c) the date on which any Commitment Termination Event occurs. Upon the occurrence of any event described in the preceding clauses, all of the Commitments shall terminate automatically and without any further action.

     “ Commitment Termination Event ” means the occurrence and continuance of any Event of Default in respect of which all or any portion of the Loans are accelerated or otherwise declared to be due and payable or the Commitments are terminated, in each case pursuant to Section 8.2.

     “ Commodity Hedging Agreements ” means with respect to any Person, all liabilities of such Person under exchange agreements, swap agreements, cap agreements, future agreements, forward agreements and all other agreements or arrangements (of a strictly non-speculative nature) designed to protect such Person against fluctuations in commodity prices.

     “ Company ” is defined in the Introductory Statement .

     “ Concentration Account ” is defined in clause (a) of Section 3.1.3 .

     “ Condemnation Proceeds ” means all awards, proceeds or payments received by any Borrower or any Restricted Subsidiary relating to the condemnation of any Properties of any Borrower or any Restricted Subsidiary.

     “ Contingent Liability ” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise, to assure a creditor against loss) the Indebtedness of any other Person, or guarantees the payment of dividends or other distributions upon the Capital Securities of any other Person; provided , however , that the term “ Contingent Liability ” shall not include endorsements for collection or deposits in the ordinary course of the Borrowers’ businesses. The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount of the debt, obligation or other liability guaranteed thereby.

     “ Continuation/Conversion Notice ” means a notice of continuation or conversion and certificate duly executed by an Authorized Officer of the applicable Borrower (or the Company on behalf of such Borrower), substantially in the form of Exhibit C hereto.

     “ Control Agreements ” means the deposit account agreements, blocked account agreements, restricted account agreements, lockbox agreements or similar agreements, executed by and among the Borrowers, the Administrative Agent and the Approved Depository Banks at which the Controlled Deposit Accounts are being maintained, as required pursuant to Section 3.1.3 or at which any other deposit account of the Borrowers or any of their Restricted Subsidiaries are being maintained in accordance with Section 7.2.18 or any other Loan Document, each granting the Administrative Agent, on behalf of the Secured Parties, “control” (as such term is defined in Section 9-104 of the U.C.C.) over such Controlled Deposit Account or other deposit account, and each such agreement to be reasonably satisfactory to the Administrative Agent, as such agreements may be amended, supplemented, amended and restated or otherwise modified from time to time.

     “ Controlled Deposit Account ” is defined in clause (a) of Section 3.1.3 .

     “ Controlled Group ” means all members of a controlled group of corporations and all members of a controlled group of trades or businesses (whether or not incorporated) under common control which, together with the Company or any Subsidiary, are treated as a single employer under Section 414 of the Code or Section 4001 of ERISA.

     “ Credit Extension ” means, as the context may require, (a) the making of any Loan (including the Loans to be made pursuant to clause (c) of Section 2.3.1 ) by a Lender; or (b) the issuance of any Letter of Credit (including the deemed issuance of any Letter of Credit pursuant to clause (c) of Section 2.3.1 ), or the extension of any Stated Expiry Date of any existing Letter of Credit or the increase in the Stated Amount of any existing Letter of Credit, in each case by the Issuer.

     “ Default ” means any Event of Default or any condition, occurrence or event which, after notice or lapse of time or both, would constitute an Event of Default.

     “ Dilution ” shall mean a reduction as reasonably determined by the Administrative Agent in the value of Accounts of the Borrowers caused by write-offs, returns, allowances, discounts, credits, and/or any other offsets asserted by customers having the effect of reducing the collections of Accounts.

     “ Dilution Percentage ” shall mean, with respect to the Borrowers, the ratio of Dilution to the total Accounts of the Borrowers.

     “ Disbursement ” is defined in Section 2.6.2 .

     “ Disbursement Date ” is defined in Section 2.6.2 .

     “ Disclosure Schedule ” means the Disclosure Schedule attached hereto as Schedule I , as it may be amended, supplemented, amended and restated or otherwise modified from time to time by the Borrowers with the prior written consent of the Required Lenders.

     “ Disposition ” (or similar words such as “ Dispose ”) means any sale, transfer, lease, contribution or other conveyance (including by way of condemnation or merger) of, or the granting of options, warrants or other rights to, any Properties of the Borrowers or any Restricted Subsidiaries of the Borrowers, including Accounts and Capital Securities, to any other Person in a single transaction or series of transactions.

     “ Documentation Agent ” means Wachovia Bank, National Association, in its capacity as documentation agent under the Loan Documents, together with its successors and assigns in such capacity.

     “ Dollar ” and the sign “$” mean lawful money of the United States.

     “ EBITDA ” shall mean, for any period and without duplication, (a) all earnings of the Borrowers and their Restricted Subsidiaries before all (i) interest and income tax expense, (ii) depreciation, and (iii) amortization, in each case for such period, all determined in accordance with GAAP on a basis consistent with the latest audited financial statements of the Company, but in all cases excluding (A) the effect of any non-cash extraordinary or non-recurring gains or

losses for such period and (B) the earnings of any Person (including any Unrestricted Subsidiary) that is not a Restricted Subsidiary of the Company, unless such earnings were distributed in cash to a Borrower, plus (b) to the extent deducted in determining EBITDA, the amount of any expenses incurred during such period by the Borrowers and its Restricted Subsidiaries for liabilities, casualties and business interruption that have been reimbursed in cash during such period under the insurance policies maintained by the Borrowers and their Restricted Subsidiaries.

     “ Eligible Account ” means, at any time, the invoice or ledger amount owing on each Account of any Borrower, in each case, net of any reserves reasonably required by the Administrative Agent from time to time in accordance with the Administrative Agent’s customary practice, for which each of the following statements is accurate and complete to the reasonable satisfaction of the Administrative Agent (and the Borrowers, by including an Account in any computation of the Borrowing Base Amount, shall be deemed to represent and warrant to the Administrative Agent, each Issuer and each Lender the accuracy and completeness of such statements):

     (a) such Account is a binding and valid obligation of the Account Debtor thereof and is in full force and effect and such Account Debtor is not an Affiliate of any Borrower (other than BP or any of its Affiliates);

     (b) such Account is bona fide and to the extent such Account relates to any receivable arising out of the profit sharing component of conversion or production contracts or cost reimbursement obligations or any other obligation to pay money under a Material Contract or other contract, there is no dispute as to the amount of such Account; provided , however , that if the parties thereto disagree as to the amount of such Account, such Account shall constitute an Eligible Account in an amount equal to the lowest amount of such Account any party thereto believes to be owing thereunder;

     (c) payment of such Account (other than the BP Accounts) is less than 30 days past due or, with respect to any BP Account, is no more than two days past due, as determined by the due date stated on the invoice therefor (or if such Account is not paid by reference to any invoice in the ordinary course of business but instead by reference to the terms of the agreements creating such Account, such Account (other than the BP Accounts) has not remained unpaid beyond 30 days after the due date therefor or, with respect to any BP Account, beyond two days after the due date therefor));

     (d) such Account is not subject to any dispute, setoff (excluding any account payable setoff supported by a letter of credit but including (i) any Exchange Inventory Payable and (ii) any accounts payable amounts owing by any of the Borrowers to the third party which owes an Exchange Inventory Receivable to such Borrower), counterclaim or other claim or defense including rescission, cancellation or avoidance, whether by operation of law or otherwise, on the part of the Account Debtor or any other Person denying liability under such Account; provided , however , that any such Account shall constitute an Eligible Account to the extent it is not subject to any such dispute, setoff, counterclaim or other claim or defense;

     (e) the Administrative Agent, on behalf of the Lenders, has a first priority, perfected Lien covering such Account and, such Account is, and at all times will be, free and clear of all other Liens (other than inchoate Liens permitted under Section 7.2.3 );

     (f) such Account arose in the ordinary course of business of any of the Borrowers and such Borrower is the legal owner of such Account;

     (g) such Account is not payable by an Account Debtor who is more than 30 days past due with regard to 20% or more of the total Accounts owed to the Borrowers by such Account Debtor or any of its Affiliates;

     (h) all consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the execution, delivery and performance of such Account by each party obligated thereunder have been duly obtained, effected or given and are in full force and effect;

     (i) such Account is not an Account as to which any United States federal or State Governmental Authority is the Account Debtor, except to the extent the applicable Borrower has complied with the Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727; 41 U.S.C. § 15), by delivering to the Administrative Agent a notice of assignment in favor of the Administrative Agent under such Act and in compliance with applicable provisions of 31 C.F.R. § 7-103.8 and 41 C.F.R. § 1-30.7, or with similar State law;

     (j) the Account Debtor on such Account is not the subject of any bankruptcy or insolvency proceeding, has not had a trustee or receiver appointed for all or a substantial part of its property, has not made an assignment for the benefit of creditors, nor admitted its inability to pay its debts as they mature or suspended its business;

     (k) with respect to any Foreign Account, such Account is (without duplication), (i) a Foreign Account which is Backed By Credit Support, (ii) an Acceptable Account that is listed in the Account Debtor Schedule, provided , however , that any such Acceptable Account shall be included in Eligible Accounts up to an aggregate amount not to exceed, at any time, 10% of the total balance due on all Accounts, (iii) a Foreign Account which is not Backed By Credit Support, provided , however , that any such Foreign Account which is not Backed By Credit Support shall be included in Eligible Accounts up to an aggregate amount not to exceed, at any time, 5% of the total balance due on all Accounts, or (iv) the Account Debtor has previously been approved in writing by Required Lenders as an eligible foreign Account Debtor for purposes of this Agreement;

     (l) in the case of the sale of goods, such goods have been sold to an obligor on a true sale basis or open account, or subject to contract, and not on consignment, on approval or on a “sale or return” basis or subject to any other repurchase or return agreement (other than for failure to meet specifications), no material part of such goods has been returned, rejected, lost or damaged, and such Account is not evidenced by

chattel paper or an instrument of any kind which has not been endorsed and delivered to the Administrative Agent;

     (m) each of the representations and warranties set forth in each Security Agreement with respect to such Account is true and correct in all material respects on such date; and

     (n) such Account has such other characteristics or criteria as the Administrative Agent, in its reasonable discretion may specify from time to time in accordance with the Administrative Agent’s customary practice;

provided that, notwithstanding anything to the contrary contained herein (i) if any Eligible Account owed by an Account Debtor that does not have an Investment Grade Rating, when added to all other Accounts that are obligations of the same Account Debtor and its Affiliates, results in a total sum that exceeds 20% of the total balance then due on all Eligible Accounts (without giving effect to any reduction in Eligible Accounts pursuant to this clause), the amount of such Account in excess of 20% of such total balance then due shall be excluded from Eligible Accounts and (ii) with respect to any and all Accounts (other than the BP Accounts) which meet the above qualifications for an “Eligible Account” but (A) constitute a right to payment to any Borrower for any goods that have been shipped, or services that have been provided to, the purchaser thereof, but for which such purchaser has not yet been billed for payment or (B) are Accounts of the type described in clause (b) of this definition of “Eligible Account”, then the amount of all such Accounts described in this clause (ii) which exceed $3,000,000 in aggregate at any time outstanding shall be excluded from Eligible Accounts.

     “ Eligible Assignee ” is defined in clause (a) of Section 10.11.1 .

     “ Eligible Inventory ” means, at any time, all inventory of the Borrowers, including Exchange Inventory Receivables, net of any reserves reasonably required by the Administrative Agent from time to time in accordance with the Administrative Agent’s customary practice and, with respect to any inventory acquired by any Borrower from BP, net of any accounts payable amounts owing by any Borrower to BP; provided that such amounts do not duplicate those included in clause (d) of the definition of “Eligible Accounts”, for which each of the following statements is accurate and complete to the reasonable satisfaction of the Administrative Agent and which at all times continue to be acceptable to the Administrative Agent in the exercise of its reasonable judgment (and the Borrowers, by including such inventory in any computation of the Borrowing Base Amount, shall be deemed to represent and warrant to the Administrative Agent, each Issuer and each Lender, the accuracy and completeness of such statements):

     (a) such inventory shall be valued at the lower of cost or market in accordance with GAAP and (i) shall include raw materials and finished goods but (ii) shall not include goods that are classified as “work-in-progress”, “parts and supplies” or “stores inventories;”

     (b) such inventory is in good condition, meets all standards imposed by any Governmental Authority having regulatory authority over it, its use and/or sale and is

either currently usable, undamaged or currently salable in the normal course of business of the Borrowers;

     (c) such inventory (i) is an Exchange Inventory Receivable, (ii) is in the possession of the Borrowers, (iii) is in transit in the ordinary course of business but in respect of which title remains in the Borrowers and which is fully insured (subject to deductibles consistent with prudent industry standards for similarly situated companies) and is not located outside the United States or (iv) is in the possession or control of any warehouseman, bailee or any agent or processor for or customer of the Borrowers and is not located outside the United States, provided that, Borrowers shall have notified (in a manner that effectively under applicable law creates a valid and first-priority, perfected Lien in favor of the Administrative Agent, on behalf of the Lenders, in such inventory) such warehouseman, bailee, agent, processor or customer of the Lien of the Secured Parties and such warehouseman, bailee, agent, processor or customer has subordinated or waived any Lien it may claim therein and agreed to hold all such inventory for the Secured Parties’ account subject to the Administrative Agent’s instructions;

     (d) each of the representations and warranties set forth in the applicable Security Agreement with respect to such inventory is true and correct in all material respects on such date;

     (e) the Administrative Agent, on behalf of the Lenders, has a first-priority, perfected Lien covering such inventory, and such inventory is, and at all time will be, free and clear of all other Liens (other than inchoate Liens permitted under Section 7.2.3 or with respect to which all rights of the holder of such Liens have been waived or subordinated to the satisfaction of the Administrative Agent);

     (f) such inventory does not include goods that are not owned by the Borrowers or that are held by the Borrowers pursuant to any consignment agreement;

     (g) to the extent inventory includes any Exchange Inventory Receivable (i) such Exchange Inventory Receivable shall be reduced by any accounts payable amounts owing by any of the Borrowers to the third party which owes such Exchange Inventory Receivable to such Borrower and (ii) any such accounts payable amount shall be applied first to clause (d)(ii) of the definition of Eligible Account and second to clause (g)(i) above, without duplication); and

     (h) such inventory has such other characteristics or criteria as the Administrative Agent, in its reasonable discretion, may specify from time to time in accordance with the Administrative Agent’s customary practice.

     “ Energy ” is defined in the Introductory Statement.

     “ Environmental Laws ” means all applicable federal, state or local statutes, laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to public health and safety and protection of the environment.

     “ equipment ” means all “equipment” as such term is defined in Section 9-102 of the U.C.C.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to Sections of ERISA also refer to any successor Sections thereto.

     “ ESOP ” means any employee stock ownership plan established by one or more of the Borrowers.

     “ Event of Default ” is defined in Section 8.1 .

     “ Event of Loss Offer ” means “Event of Loss Offer” as that term is defined in the Indenture.

     “ Excess Availability ” means, at any time of determination, the amount by which the Maximum Loan Amount exceeds the aggregate outstanding principal amount of all Revolving Credit Loans and Swing Line Loans, together with the aggregate amount of all Letter of Credit Outstandings.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

     “ Exchange Inventory ” means any inventory which is subject to a swap, exchange or similar agreement or arrangement between any of the Borrowers and any other Person which is not an Affiliate of a Borrower.

     “ Exchange Inventory Payable ” means the net amount of Exchange Inventory owing by any of the Borrowers to any other Person which is not an Affiliate of a Borrower.

     “ Exchange Inventory Receivable ” means the net amount of Exchange Inventory owed to any Borrower by any other Person which is not an Affiliate of a Borrower.

     “ Exemption Certificate ” is defined in clause (e) of Section 4.6 .

     “ Existing Credit Agreement ” is defined in Recital A .

     “ Existing Indenture ” means the Indenture, dated as of December 19, 2002, for the Existing Senior Secured Notes, among the Company, as issuer, Energy, as guarantor, and National City Bank, as the trustee, as supplemented by Supplemental Indenture thereto dated as of March 15, 2007, as in effect on the Closing Date.

     “ Existing Loan Documents ” is defined in Recital C .

     “ Existing Letters of Credit ” is defined in clause (c) of Section 2.3.1 .

     “ Existing Senior Secured Notes ” means the Company’s 10% Senior Secured Notes Due 2007 in the original principal amount of $100,579,000.

     “ Facilities ” means the Company’s acetic acid manufacturing facility, styrene monomer manufacturing facility, phthalic anhydride manufacturing facility and plasticizers esters manufacturing facility and, in each case, all improvements thereto.

     “ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York; or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

     “ Fee Letter ” means, collectively, the commitment letter, dated February 15, 2007, between the Company and CIT and the rate and fee letter, dated March 29, 2007, between the Company and CIT, in each case, as amended, supplemented, amended and restated or otherwise modified from time to time.

     “ Fiscal Quarter ” means a quarter ending on the last day of March, June, September or December.

     “ Fixed Charge Coverage Ratio ” means, as of any date of determination, the ratio of (a) EBITDA for the trailing twelve-month period ending on such date, to (b) Fixed Charges for the trailing twelve-month period ending on such date.

     “ Fixed Charges ” shall mean, for any period, the sum of the following, each calculated (without duplication) for the Company and its Restricted Subsidiaries, on a consolidated basis, for such period: (i) Capital Expenditures, plus (ii) Interest Expense to the extent actually paid in such period, plus (iii) scheduled payments of principal with respect to all Indebtedness of the Company and its Restricted Subsidiaries, plus , (iv) federal, state, local and foreign income taxes, excluding deferred taxes, to the extent actually paid in such period, plus (v) cash Investments in Unrestricted Subsidiaries actually made in such period.

     “ Foreign Account ” means any Account for which the Account Debtor is a Foreign Obligor.

     “ Foreign Obligor ” means an Account Debtor that is not subject to the jurisdiction of federal or state courts in the United States .

     “ Foreign Subsidiary ” means any Subsidiary that is not a Subsidiary incorporated or organized in the United States or any State.

     “ F.R.S. Board ” means the Board of Governors of the Federal Reserve System or any successor thereto.

     “ GAAP ” means generally accepted United States accounting principles, applied on a consistent basis (except for changes made due to the implementation of new or revised standards issued by the Financial Accounting Standards Board), and which are applicable in the

circumstances as of the date in question. Accounting principles are applied on a “consistent basis” when the accounting principles observed in a current period are comparable in all material respects to those accounting principles applied in a preceding period.

     “ Governmental Authority ” means the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

     “ Hazardous Material ” means (a) any “hazardous substance”, as defined by CERCLA, (b) any “hazardous waste”, as defined by the Resource Conservation and Recovery Act, as amended, or (c) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material or substance (including any petroleum product) within the meaning of any other applicable federal, state or local law, regulation, ordinance or requirement (including consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, all as amended.

     “ Hedging Agreement ” means, collectively, any currency exchange agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, Commodity Hedging Agreement or similar agreement or arrangement entered into by a Borrower under which the counterparty of such agreement is (or at the time such agreement was entered into, was) a Lender or an Affiliate of a Lender.

     “ Hedging Obligations ” means, with respect to any Person, all liabilities of such Person under currency exchange agreements, interest rate swap agreements, interest rate cap agreements, Commodity Hedging Agreements and interest rate collar agreements, and all other agreements or arrangements designed to protect such Person against fluctuations in interest rates, currency exchange rates or commodity prices and not entered into for purely speculative purposes.

     “ herein ”, “ hereof ”, “ hereto ”, “ hereunder ” and similar terms contained in any Loan Document refer to such Loan Document as a whole and not to any particular Section, paragraph or provision of such Loan Document.

     “ Highest Lawful Rate ” means, with respect to each Lender, the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Loans or on any other Obligation, as the case may be, owed to it under the law of any jurisdiction whose laws may be mandatorily applicable to such Lender notwithstanding other provisions of this Agreement, or under the law of the United States applicable to such Lender which would permit such Lender to contract for, charge, take, reserve or receive a greater amount of interest than under such jurisdiction’s law.

     “ Impermissible Qualification ” means any qualification or exception to the opinion or certification of any independent public accountant as to any financial statement of the Borrowers:

     (a) which is of a “going concern” or similar nature;

     (b) which relates to the limited scope of examinations of matters due to limitations imposed by the Borrowers relevant to such financial statement; or

     (c) which relates to the treatment or classification of any item in such financial statement and which, as a condition to its removal, would require an adjustment to such item the effect of which would be to cause the Borrowers to be in Default.

     “ including ” and “ include ” means including, without limiting the generality of any description preceding such term.

     “ Indebtedness ” of any Person means (without duplication):

     (a) all obligations of such Person for borrowed money or advances and all obligations of such Person evidenced by bonds, debentures, notes or similar instruments and all Capital Securities which have redemption provisions exercisable at the option of the holder thereof at any time prior to the date which is one year after the Maturity Date (in the absence of any contingency) in whole or in part in cash;

     (b) all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for the account of such Person;

     (c) all Capitalized Lease Liabilities of such Person;

     (d) for purposes of Section 8.1.5 only, all other items which, in accordance with GAAP, would be included as liabilities on the liability side of the balance sheet of such Person as of the date at which Indebtedness is to be determined;

     (e) net liabilities of such Person under all Hedging Obligations;

     (f) whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services excluding trade accounts payable in the ordinary course of business which are not overdue for a period of more than 60 days or, if overdue for more than 60 days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of such Person, and indebtedness of the types otherwise referred to in this definition secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien on property owned or being acquired by such Person (including Indebtedness arising under conditional sales or other title retention agreements), whether or not such Indebtedness shall have been assumed by such Person or is limited in recourse;

     (g) obligations arising under Synthetic Leases; and

     (h) all Contingent Liabilities of such Person in respect of any of the foregoing.

The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership or joint venture in which such Person is a general partner) to the extent such Person

is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness, ownership interest or other relationship provide that such Person is not liable therefor.

     “ Indemnified Liabilities ” is defined in Section 10.4 .

     “ Indemnified Parties ” is defined in Section 10.4 .

     “ Indenture ” means the Indenture, dated as of March 29, 2007, for the Senior Secured Notes, among the Company, as issuer, Sterling Chemicals Energy, Inc., as guarantor, and U. S. Bank National Association, as the trustee, as in effect on the Closing Date.

     “ Indenture Collateral ” means the “Indenture Collateral” as that term is defined in the Intercreditor Agreement.

     “ Indenture Deed of Trust ” means that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of March 29, 2007, made by the Company to the Trustee for the benefit of the holders of the Senior Secured Notes, as security for the payment of the Senior Secured Notes, as in effect on the Closing Date.

     “ Indenture Security Agreement ” means the Security Agreement, dated as of March 29, 2007, made by the Company and Energy, as assignors, to U. S. Bank National Association, as collateral agent, and U. S. Bank National Association, as indenture trustee for the benefit of the holders of the Senior Secured Notes, as in effect on the Closing Date.

     “ Insurance Proceeds ” means all proceeds or payments from any insurance carrier with respect to any loss, casualty, damage or destruction to any Properties of any Borrower or any Restricted Subsidiary.

     “ Intellectual Property Collateral ” has the collective meaning provided for such term in the Security Agreements.

     “ Intercreditor Agreement ” means the Intercreditor Agreement executed and delivered pursuant to the terms of this Agreement by the Administrative Agent, on behalf of itself and the other Lenders, and the Trustee, and acknowledged by the Borrowers, substantially in the form of Exhibit I hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

     “ Interest Expense ” mean, with respect to any specified Person for any period, the sum, without duplication, of the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capitalized Lease Liabilities, imputed interest with respect to Synthetic Leases, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates.

     “ Interest Period ” means, relative to any LIBO Rate Loan, the period beginning on (and including) the date on which such LIBO Rate Loan is made or continued as, or converted into, a LIBO Rate Loan pursuant to Sections 2.3 or 2.4 and shall end on (but exclude) the day which numerically corresponds to such date one, two, three or six months thereafter (or, if such month has no numerically corresponding day, on the last Business Day of such month), as the applicable Borrower may select in its relevant notice pursuant to Sections 2.3 or 2.4 ; provided , however , that:

     (a) such Borrower shall not be permitted to select Interest Periods to be in effect at any one time which have expiration dates occurring on more than five (5) different dates;

     (b) if such Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next following Business Day (unless such next following Business Day is the first Business Day of a calendar month, in which case such Interest Period shall end on the Business Day next preceding such numerically corresponding day); and

     (c) no Interest Period for any Loan may end later than the Maturity Date for such Loan.

     “ Investment ” means, relative to any Person,

     (a) any loan, advance, extension of credit or contribution made by such Person to any other Person, including the purchase by such Person of any bonds, notes, debentures or other debt securities of any other Person;

     (b) any Contingent Liability of such Person incurred in connection with loans, advances or extensions of credit made by others to any other Person; and

     (c) any Capital Securities held by such Person in any other Person.

The amount of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity thereon and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property at the time of such Investment.

     “ inventory ” means all “inventory” as such term is defined in Section 9-102 of the U.C.C.

     “ Investment Grade Rating ” means, with respect to any Person, that such Person has been assigned a corporate long term credit rating of Baa3 or higher by Moody’s and BBB or higher by S&P.

     “ ISP98 Rules ” is defined in Section 10.9 .

     “ Issuance Request ” means a Letter of Credit request duly executed by an Authorized Officer of the applicable Borrower, substantially in the form of Exhibit B-2 hereto.

     “ Issuer ” means, collectively, JPMorgan Chase Bank, N.A. and/or any other Person issuing Letters of Credit hereunder, as designated by the Administrative Agent, in its capacity as Issuer of the Letters of Credit and any other Lender designated by any Borrower that issues a Letter of Credit with the consent of the Administrative Agent, which consent shall not be unreasonably withheld.

     “ Joinder Agreement ” means a Joinder Agreement, substantially in the form of Exhibit H hereto, executed and delivered by each Person who is required to become (or otherwise becomes, pursuant to the terms of this Agreement) a Borrower in accordance with Section 7.1.8 .

     “ Lender Assignment Agreement ” means an assignment agreement substantially in the form of Exhibit J hereto.

     “ Lenders ” is defined in the Introductory Statement and includes any Person that becomes a Lender pursuant to Section 10.11.1 .

     “ Lender’s Environmental Liability ” means any and all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements or expenses of any kind or nature whatsoever (including reasonable attorneys’ fees at trial and appellate levels and experts’ fees and disbursements and expenses incurred in investigating, defending against or prosecuting any litigation, claim or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against the Administrative Agent, any Lender or Issuer or any of such Person’s Affiliates, shareholders, directors, officers, employees, and agents in connection with or arising from:

     (a) any Hazardous Material on, in, under or affecting all or any portion of any property of any Borrower or any Subsidiary of any Borrower, the groundwater thereunder, or any surrounding areas thereof to the extent caused by Releases from Properties of any Borrower or any Subsidiary of any Borrower;

     (b) any misrepresentation, inaccuracy or breach of any warranty, contained or referred to in Section 6.12;

     (c) any violation or claim of violation by the Company or any of its Subsidiaries of any Environmental Laws; or

     (d) the imposition of any Lien for damages caused by or the recovery of any costs for the cleanup, release or threatened release of Hazardous Material by the Company or any of its Subsidiaries, or in connection with any property owned or formerly owned by the Company or any of its Subsidiaries.

     “ Letter of Credit ” is defined in clause (a) of Section 2.1.2 .

     “ Letter of Credit Commitment ” means, with respect to the Issuer, the Issuer’s obligation to issue Letters of Credit pursuant to Section 2.1.2 and, with respect to each Lender, the obligations of each such Lender to participate in such Letters of Credit pursuant to Section 2.6.1 .

     “ Letter of Credit Commitment Amount ” means, on any date, the lesser of (a) the then applicable Maximum Loan Amount on such date and (b) $25,000,000, as such amount may be permanently reduced from time to time pursuant to Section 2.2 and other provisions of this Agreement.

     “ Letter of Credit Outstandings ” means, on any date, an amount equal to the sum of (a) the then aggregate amount of all Stated Amounts of all issued and outstanding Letters of Credit, plus (b) the then aggregate amount of all unpaid and outstanding Reimbursement Obligations.

     “ LIBO Rate ” means, relative to any Interest Period for LIBO Rate Loans, the rate per annum equal to the rate at which Dollar deposits are offered for such Interest Period as set forth on the Telerate Screen LIBO Page, at or about 12:00 noon, New York City time, two Business Days prior to the beginning of such Interest Period for delivery on the first day of such Interest Period, and in an amount approximately equal to the amount of the LIBO Rate Loan and for a period approximately equal to such Interest Period; provided , however , that if there shall at any time no longer exist a Telerate Screen LIBO Page, “ LIBO Rate ” shall mean, with respect to each day during each Interest Period pertaining to a LIBO Rate Loan, the rate per annum equal to the rate at which the Administrative Agent or its designee is offered Dollar deposits at or about 12:00 noon, New York City time, two Business Days prior to the beginning of such Interest Period in the interbank eurodollar market where the eurodollar and foreign currency and exchange operations in respect of LIBO Rate Loans are then being conducted for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to the amount of the LIBO Rate Loan to be outstanding for a period approximately equal to such Interest Period.

     “ LIBO Rate Loan ” means a Loan bearing interest, at all times during an Interest Period applicable to such Loan, at a rate of interest determined by reference to the LIBO Rate (Reserve Adjusted).

     “ LIBO Rate (Reserve Adjusted) ” means, relative to any Loan to be made, continued or maintained as, or converted into, a LIBO Rate Loan for any Interest Period, a rate per annum (rounded, if necessary, to the nearest 1/16 of 1%) determined pursuant to the following formula:

The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate Loans will be determined by the Administrative Agent on the basis of the LIBOR Reserve Percentage in effect two Business Days before the first day of such Interest Period.

     “ LIBOR Reserve Percentage ” means, relative to any Interest Period for LIBO Rate Loans, the reserve percentage (expressed as a decimal) equal to the maximum aggregate reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) specified under regulations issued from time to time by the F.R.S. Board and then applicable to assets or liabilities consisting of or including “Eurocurrency Liabilities”, as

currently defined in Regulation D of the F.R.S. Board, having a term approximately equal or comparable to such Interest Period.

     “ Lien ” means any security interest, mortgage, pledge, hypothecation, assignment for security purposes, deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in property, or other priority or preferential arrangement of any kind or nature whatsoever, to secure payment of a debt or performance of an obligation.

     “ Loan Documents ” means collectively this Agreement, each Letter of Credit (including Existing Letters of Credit), each Application (including any reimbursement and/or application agreements executed and delivered in connection with the Existing Letters of Credit), each Hedging Agreement, each Note, each Security Agreement, each Joinder Agreement, each Pledge Agreement, the Intercreditor Agreement, each Control Agreement, each agreement with respect to any Banking Services, each agreement pursuant to which the Administrative Agent or any Lender is granted a Lien to secure the Obligations and each other agreement, certificate, document or instrument delivered in connection with any Loan Document (including the agreements executed from time to time pursuant to Section 7.1.8 ) by the Borrowers, whether or not specifically mentioned herein or therein.

     “ Loans ” means, as the context may require, a Revolving Credit Loan or a Swing Line Loan of any Type.

     “ Material Adverse Effect ” means a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance or properties of the Company or the Company and its Subsidiaries taken as a whole, (b) the rights and remedies of any Secured Party under any Loan Document or (c) the ability of the Company or the Company and the other Borrowers, taken as a whole, to perform their Obligations under the Loan Documents.

     “ Material Contracts ” means (a) any and all contracts, licenses, leases or other agreements the cancellation or termination of which could reasonably be expected to have a Material Adverse Effect and (b) any and all contracts, licenses, leases or other agreements which (i) are necessary for the continued operation of the Texas City Facility, or (ii) generate ten percent (10%) or more of the total Accounts of the Borrowers.

     “ Maturity Date ” means the earliest to occur of (a) the date which is the sixtieth month anniversary of the Closing Date and (b) the date which is three months prior to the Stated Maturity of the Senior Secured Notes.

     “ Maximum Loan Amount ” means, at any time, the lesser of (a) the Borrowing Base Amount, minus the amount of any Availability Reserve (as adjusted from time to time pursuant to the terms of the definition thereof and/or clause (e) of Section 2.7 ) and (b) the Revolving Credit Commitment Amount.

     “ Measurement Date ” means the last day of any calendar month on which (a) Excess Availability is less than $10,000,000 (as determined on such last day of such calendar month) and (b) if there are no Loans outstanding on such day, the sum of (i) Excess Availability on such day plus (b) the Companies’ unrestricted cash on hand on such day, is less than $10,000,000.

     “ Merge ” is defined in Section 7.2.9 .

     “ Monthly Payment Date ” means the last day of each calendar month, or, if any such day is not a Business Day, the next succeeding Business Day.

     “ Moody’s ” means Moody’s Investors Service, Inc.

     “ Net Debt Proceeds ” means, with respect to the incurrence, sale or issuance by any Borrower or any Restricted Subsidiary of any Indebtedness after the Closing Date (other than Indebtedness permitted by Section 7.2.2 ), the excess of (a) the gross cash proceeds received by such Borrower or such Restricted Subsidiary from such incurrence, sale or issuance, minus (b) the sum (without duplication) of all reasonable and customary underwriting commissions and legal, investment banking, brokerage and accounting and other professional fees, sales commissions and disbursements and all other reasonable fees, expenses (including any State filing taxes) and charges, in each case actually incurred in connection with such incurrence, sale or issuance.

     “ Net Disposition Proceeds ” means, with respect to any casualty, condemnation and/or Disposition of or with respect to any Properties of any Borrower or any Restricted Subsidiary after the Closing Date, other than the Dispositions permitted in clauses (a) , (b) , (c) , (d) , (e) , (i) and (j) of the definition of “Permitted Disposition” or an issuance or sale of any Capital Securities of the Company or warrants or options with respect thereto, the excess of (a) the Insurance Proceeds, Condemnation Proceeds and/or gross cash proceeds from such casualty, condemnation and/or Disposition received by any such Borrower or Restricted Subsidiary (including any such proceeds from casualties, condemnations and/or Dispositions of Indenture Collateral not constituting Net Loss Proceeds or Net Proceeds) and any cash payments received in respect of promissory notes or other non-cash consideration delivered to any such Borrower or Restricted Subsidiary in respect thereof, minus (b) the sum (without duplication) of (i) all reasonable and customary fees and expenses with respect to legal, investment banking, brokerage, accounting and other professional fees, sales commissions and disbursements and all other reasonable fees, expenses and charges, in each case actually incurred in connection with any such casualty, condemnation and/or Disposition, (ii) all Taxes and other governmental costs and expenses actually paid or estimated by any such Borrower or Restricted Subsidiary (in good faith) to be payable in cash in connection with any such casualty, condemnation and/or Disposition, provided , that if, after the payment of all Taxes with respect to any such casualty, condemnation and/or Disposition, the amount of estimated Taxes, if any, pursuant to this clause (b)(ii) exceeded the Tax amount actually paid in cash in respect of any such casualty, condemnation and/or Disposition, the aggregate amount of such excess shall be immediately payable, pursuant to clause (c) of Section 3.1.1 , as Net Disposition Proceeds, and (iii) the amount of Net Proceeds or Net Loss Proceeds received from any casualty, condemnation and/or Disposition of Indenture Collateral (but excluding in all cases any proceeds of Collateral) to be used to replace such Indenture Collateral in accordance with Sections 4.16 and/or Section 4.17 of the Indenture or to repurchase the Senior Secured Notes as required under Sections 4.16 and/or Section 4.17 of the Indenture, provided , in the case of a Disposition, that such Disposition is permitted under this Agreement and, in any case, that no Default or Event of Default then exists or will result from such repurchase of the Senior Secured Notes, including a Default under Section 7.2.7 ; and, provided further that after the repair or replacement of any Indenture

Collateral subject to such casualty, condemnation and/or Disposition in accordance with Sections 4.16 and/or Section 4.17 of the Indenture and the completion of the Event of Loss Offer and/or Asset Sale Offer with respect to such casualty, condemnation and/or Disposition of Indenture Collateral, all Net Loss Proceeds and/or Net Proceeds received in connection with such casualty, condemnation and/or Disposition of Indenture Collateral which is not used to repair or replace the Indenture Collateral (in accordance with Sections 4.16 and/or Section 4.17 of the Indenture) and/or to repurchase the Senior Secured Notes (in accordance with Sections 4.16 and/or Section 4.17 of the Indenture) is immediately used to prepay the Obligations as provided in Section 3.1.1(c) and Section 3.1.2(b) or deposited in a Controlled Deposit Account subject to a Control Agreement, as applicable.

     “ Net Loss Proceeds ” means “Net Loss Proceeds” as defined in the Indenture.

     “ Net Proceeds ” means “Net Proceeds” as defined in the Indenture.

     “ No Less Favorable Terms and Conditions ” means, with respect to any refinancing of any Indebtedness permitted hereunder, terms and conditions which are no less favorable to the Lenders, taken as a whole, and evidenced by documentation which shall not (a) increase the principal amount of (as the same may have been permanently reduced subsequent to the Closing Date) or interest rate on such outstanding Indebtedness, (b) reduce either the tenor or the average life of such Indebtedness, (c) change the respective primary obligor(s) on the refinancing Indebtedness (other than a change from any Borrower to any other Borrower or any Restricted Subsidiary, or a change from any Restricted Subsidiary to any other Restricted Subsidiary, (d) change the security, if any, for the refinancing Indebtedness (except to the extent that less security is granted to holders of such refinancing Indebtedness), (e) afford the holders of such refinancing Indebtedness other covenants, defaults, rights or remedies, taken as a whole, more burdensome to the obligor(s) than those contained in the Indebtedness being refinanced (and in the case of Subordinated Debt, none of the subordination provisions contained in the refinancing Indebtedness shall be less favorable to the Lenders, any Issuer or the Administrative Agent, taken as a whole, than the Indebtedness being refinanced), or (f) if such Indebtedness being refinanced is secured by Liens, afford the holders of such refinancing Indebtedness any Liens on any Collateral which are prior to any of the Liens securing the Obligations.

     “ Non-Excluded Taxes ” means any Taxes other than net income and franchise taxes imposed with respect to any Secured Party by (a) any jurisdiction (or political subdivision thereof) of which such Secured Party is a citizen or resident, (b) any jurisdiction (or political subdivision thereof) in which such Secured Party is presently engaged in the active conduct of its banking business through an office, branch or other permanent establishment, or (c) the jurisdiction (or any political subdivision thereof) under the laws of which such Secured Party is organized or in which it maintains its applicable lending office.

     “ Non-Facility Assets ” means (a) any asset of the Borrowers or any of their Restricted Subsidiaries other than (i) any asset that constitutes Collateral, (ii) the Facilities or (iii) any asset (A) used primarily in connection with the operation of any of the Facilities or (B) the loss of which would result in the Company expending more than $1,000,000 in the aggregate to operate its acetic acid, styrene or plasticizers business as currently conducted by the Borrowers, and (b) any other asset of the Borrowers or any of the Restricted Subsidiaries that primarily relates to the

construction, use, occupancy, possession, operation or ownership of any asset that is not described in the exclusion to clause (a), which may include Collateral (other than Accounts, inventory or Capital Securities of any Borrower or any Restricted Subsidiary).

     “ Non-U.S. Lender ” means any Lender that is not a “United States person”, as defined under Section 7701(a)(30) of the Code.

     “ Non-Recourse Debt ” means Indebtedness:

     (a) as to which neither the Company nor any of its Restricted Subsidiaries (i) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) other than a pledge of the Capital Securities of Unrestricted Subsidiaries, (ii) is directly or indirectly liable (as a guarantor or otherwise), other than by virtue of a non-recourse pledge of the Capital Securities of an Unrestricted Subsidiary, or (iii) constitutes the lender; and

     (b) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity.

     “ Note ” means, as the context may require, a Revolving Credit Note or a Swing Line Note.

     “ Obligation Account ” is defined in clause (c) of Section 2.7 .

     “ Obligations ” means all obligations of every kind and nature, including principal, fees, interest (including interest which accrues after or would accrue but for the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Borrowers), expenses, indemnities and all other sums, monetary or otherwise, whether absolute or contingent, matured or unmatured, of the Borrowers and each other Borrower arising under, in connection with or relating to the Loans, the Loan Commitments, Banking Services Obligations, Hedging Obligations under a Hedging Agreement, any Security Document or any other Loan Document which secures or guarantees such obligations, in each case, to the extent such obligations are owed to any Secured Party.

     “ Organic Document ” means, with respect to any Borrower or any Restricted Subsidiary, as applicable, its certificate of incorporation, by-laws, certificate of partnership, partnership agreement, certificate of formation, limited liability company agreement and all shareholder agreements, voting trusts and similar arrangements applicable to any of such Borrower’s or such Restricted Subsidiary’s partnership interests, limited liability company interests or authorized shares of Capital Securities.

     “ Other Taxes ” means any and all stamp, documentary or similar taxes, or any other excise or property taxes or similar levies that arise on account of any payment made or required

to be made under any Loan Document or from the execution, delivery, registration, recording or enforcement of any Loan Document.

     “ Participant ” is defined in Section 10.11.2 .

     “ PBGC ” means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

     “ Pension Plan ” means a “pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which the Company or any corporation, trade or business that is, along with the Company, a member of a Controlled Group, may have liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

     “ Percentage ” means, relative to any Lender, the applicable percentage set forth opposite its name on Schedule II hereto or set forth in a Lender Assignment Agreement, as such percentage may be adjusted from time to time pursuant to Lender Assignment Agreements executed by such Lender and its Assignee Lender and delivered pursuant to Section 10.11.1 .

     “ Perfection Certificate ” means the Perfection Certificate executed and delivered by an Authorized Officer of each Borrower that is a party to a Security Agreement pursuant to the terms of this Agreement, substantially in the form of Exhibit K hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

     “ Permitted Disposition ” means any casualty or condemnation event or Disposition (excluding in all cases any Disposition not permitted under Section 7.2.15 ) that is:

     (a) a Disposition of inventory in the ordinary course of business;

     (b) a Disposition of any other Properties (other than Accounts, inventory or Capital Securities of any Borrower or any Restricted Subsidiary) (i) at fair market value, as determined by the Board of Directors of the Company in good faith, (including as to the value of all noncash consideration) and at least 85% of the consideration thereof received is in the form of cash or cash equivalents, (ii) when, in the reasonable judgment of the Company, such other Properties are worn out or obsolete or (iii) when, in the reasonable judgment of the Company, such other Properties are no longer used or useful in the conduct of the business of the Borrowers or their Subsidiaries, in each of clauses (i), (ii) and (iii), not to exceed $2,000,000 in any one transaction or series of related transactions;

     (c) a Disposition from a Borrower or a Subsidiary to another Borrower, provided that the Company may not transfer all or substantially all of its Properties to any Person;

     (d) (i) any casualty or condemnation event with respect to the Texas City Facility or any other Indenture Collateral ( provided such Property is repaired and/or

replaced within one year from the date of such casualty or condemnation, as applicable, in accordance with the terms of the Indenture) and (ii) a Disposition of Properties (other than Accounts, inventory or Capital Securities of any Borrower or any Restricted Subsidiary) in the ordinary course of business in exchange for or in connection with the purchase ( provided such exchange or purchase is made within one year from the date of such Disposition) of replacement assets (which are of similar or greater value) useful in the ordinary course of the business of the Borrowers, meeting all the requirements of Section 7.2.1 ; provided , that if the casualty, condemnation or Disposition is by or pertains to Properties of a Borrower, such casualty, condemnation or Disposition shall only be a Permitted Disposition if the repaired assets are owned, or the replacement assets are acquired, by a Borrower;

     (e) Dispositions of Non-Facility Assets;

     (f) the granting of leases (including subleases) and ground leases of any underutilized or vacant properties of any Borrower or any Restricted Subsidiary to third parties with which such Borrower or Restricted Subsidiary has a production, co-production, co-generation, operating or other agreement or to third party providers of energy or raw materials in the ordinary course of business, provided such leases do not materially interfere with the operation of the business of any Borrower or any Restricted Subsidiary or materially diminish the value of any of the Collateral;

     (g) the granting of licenses (including sublicenses) of any Intellectual Property Collateral of the Borrowers to any Person in the ordinary course of business;

     (h) Dispositions of Accounts that are overdue and no longer qualify as Eligible Accounts in connection with the collection or compromise thereof;

     (i) Dispositions of Cash Equivalent Investments in the ordinary course of business; and

     (j) voluntary terminations of Hedging Obligations.

     “ Permitted Liens ” is defined in Section 7.2.3 .

     “ Permitted Real Estate Liens ” means:

     (a) minor irregularities in title, boundaries or other survey defects, easements, rights-of-way, restrictions, servitudes, permits, reservations, exceptions, zoning regulations, conditions, covenants, mineral or royalty rights or reservations of oil, gas or mineral leases, rights of others in any property of any Borrower or any Restricted Subsidiary for streets, roads, bridges, pipes, pipelines, railroads, electric transmission and distribution lines, telegraph and telephone lines, the removal of oil, gas or other minerals or other similar purposes, flood control, water rights, rights of others with respect to navigable waters, sewage and drainage rights and other similar charges or encumbrances existing as of the Closing Date and disclosed in a survey (or granted by any Borrower or any Restricted Subsidiary in the ordinary course of business) that do not, in the aggregate, materially impair the value or ability to sell of the property of any Borrower and the

occupation, use and enjoyment by any Borrower or any Restricted Subsidiary of any of their respective properties in the normal course of business;

     (b) Liens securing Indebtedness neither created, assumed nor guaranteed by any Borrower or any of their Restricted Subsidiaries upon lands over which easements or similar rights are acquired by any Borrower or any of their Restricted Subsidiaries in the ordinary course of business of any Borrower or any of their Restricted Subsidiaries;

     (c) terminable or short term leases or permits for occupancy, which leases or permits expressly grant to any Borrower or any Restricted Subsidiary the right to terminate them at any time on not more than one year’s notice and which occupancy does not interfere with the operation of the business of any Borrower or any of their Restricted Subsidiaries;

     (d) any obligations or duties affecting any of the property of any Borrower or any of their Restricted Subsidiaries to any municipal or public authority with respect to any franchise, grant, license or permit that do not materially impair the use of such property for the purpose for which it is held;

     (e) Liens on any property in favor of any Governmental Authority to secure partial, progress, advance or other payments pursuant to any contract or statute, not yet due and payable;

     (f) Liens with respect to the so-called “greenbelt” or “buffer zone” properties;

     (g) leases and ground leases of underutilized or vacant properties of any Borrower or any Restricted Subsidiary to third parties with which such Borrower or such Restricted Subsidiary has a production, co-production, co-generation, operating or other arrangement or to third party providers of energy or raw materials in the ordinary course of business of such Borrower or such Restricted Subsidiary, provided such leases do not materially interfere with the operations of any Borrower or any Restricted Subsidiary, or materially diminish the value of any Collateral;

     (h) easements, rights-of-way, restrictions and other similar charges or encumbrances granted to others, in each case incidental to, and not interfering with, the ordinary conduct of the business of any Borrower or any Restricted Subsidiary, provided that such Liens are not violated by the existing property and do not, in the aggregate, materially diminish the value or ability to sell such property;

     (i) the burdens of any law or governmental regulation or permit requiring any Borrower or any Restricted Subsidiary to maintain certain facilities or perform certain acts as a condition of its occupancy of or interference with any public lands or any river or stream or navigable waters;

     (j) Liens on any of the Non-Facility Assets; and

     (k) any extensions, renewals, modifications or replacements of any Lien referred to in clauses (a) through (j) of this definition, provided that such Lien is not

otherwise prohibited by the terms hereof and, with respect to Liens securing Indebtedness, no extension or renewal Lien shall (i) secure more than the amount of the Indebtedness or other obligations secured by the Lien being so extended or renewed or (ii) extend to any property or assets not subject to the Lien being so extended or renewed.

     Notwithstanding the foregoing, no such Permitted Real Estate Liens shall in any way materially impair the value of or ability to sell any Collateral or materially impact the occupation, right or enjoyment of the relevant property by the Borrowers or any Restricted Subsidiary.

     “ Person ” means any natural person, corporation, limited liability company, partnership, joint venture, association, trust or unincorporated organization, Governmental Authority or any other legal entity, whether acting in an individual, fiduciary or other capacity.

     “ Pledge Agreement ” means each Pledge Agreement and each Amended and Restated Pledge Agreement executed and delivered by a Borrower or a Restricted Subsidiary of a Borrower to secure the Obligations, substantially in the form of Exhibit F hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

     “ Pledged Subsidiary ” means each Borrower (other than the Company) and each Restricted Subsidiary that is not a Foreign Subsidiary in respect of which the Administrative Agent has been granted a security interest in, or a pledge of any of, the Capital Securities of such Borrower or Restricted Subsidiary, as security for the Obligations.

     “ Projections ” is defined in Section 7.1.1(m) .

     “ Properties ” means, as to any Person, any and all interests (of whatever kind or nature) in or to any kind of property or asset (of whatever kind or nature), whether real, personal, mixed or tangible or intangible.

     “ Receipts ” means any and all sums, collections, payments, funds, proceeds and/or receipts owing from, or remitted by, any Person to any Borrower or any Restricted Subsidiary of any Borrower of whatever kind or nature (including cash, checks, credit card sales, promissory notes, instruments and documents of title and, to the extent not used to repair or replace the relevant assets or repurchase the Senior Secured Notes, Insurance Proceeds and Condemnation Proceeds) in respect of Accounts and/or any other Collateral and any and all other property or assets of the Borrowers and any Restricted Subsidiaries of the Borrowers other than Indenture Collateral or cash or Cash Equivalent Investments deposited in trust with the trustee under the Existing Indenture for redemption of the Existing Senior Secured Notes; provided , however , that in the event that any proceeds from or of Indenture Collateral remain after any offer to repurchase the Senior Secured Notes has been consummated in accordance with the terms of the Indenture and this Agreement, or upon the payment in full of the Senior Secured Notes, any and all remaining proceeds from or of the Indenture Collateral shall be deemed to be Receipts.

     “ Refunded Swing Line Loans ” is defined in clause (b) of Section 2.3.2 .

     “ Register ” is defined in clause (b) of Section 2.7 .

     “ Reimbursement Obligation ” is defined in Section 2.6.3 .

     “ Release ” means a “release”, as such term is defined in CERCLA.

     “ Required Lenders ” means, at any time, Lenders holding 51% or more of the Revolving Credit Commitments (determined on a combined basis), or if any of the Revolving Credit Commitments have been terminated or are otherwise no longer in effect, then Lenders holding 51% or more of the Obligations; provided that, if any Lender, together with its Affiliates (collectively, the “ Majority Lender ”), holds 51% or more of the Revolving Credit Commitments (determined on a combined basis), or if any of the Revolving Credit Commitments have been terminated or are otherwise no longer in effect, 51% or more of the Obligations, then “ Required Lenders ” shall mean the Majority Lender, together with one other Lender that is not an Affiliate of the Majority Lender.

     “ Resource Conservation and Recovery Act ” means the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq ., as amended.

     “ Restricted Payment ” means the declaration or payment of any dividend (other than dividends payable solely in Capital Securities of the Company) on, or the making of any payment or distribution on account of, or setting apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of any class of Capital Securities of the Borrowers or any Restricted Subsidiary or any warrants or options to purchase any such Capital Securities, whether now or hereafter outstanding, or the making of any other distribution in respect thereof, either directly or indirectly, whether in cash or property, obligations of the Borrowers or any Restricted Subsidiary or otherwise, other than any such dividends, payments or distributions that are payable to any Borrower or any Restricted Subsidiary (so long as such dividend, payment or distribution payable to a Restricted Subsidiary is not payable from a Borrower).

     “ Restricted Subsidiary ” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary. Unless the context otherwise specifically requires, the term “Restricted Subsidiary” or “Restricted Subsidiaries” shall be a reference to a Restricted Subsidiary or the Restricted Subsidiaries, as applicable, of the Company, other than the Borrowers.

     “ Revolving Credit Commitment ” means, relative to any Lender, such Lender’s obligation (if any) to make Loans pursuant to clause (a) of Section 2.1.1 , in an amount not to exceed the product of (i) such Lender’s Percentage, multiplied by, (ii) the then applicable Revolving Credit Commitment Amount.

     “ Revolving Credit Commitment Amount ” means, on any date, a maximum aggregate amount of $50,000,000, as such amount may be permanently reduced from time to time pursuant to Section 2.2 and other provisions of this Agreement.

     “ Revolving Credit Note ” means a joint and several promissory note of each Borrower payable to any Lender, in the form of Exhibit A-1 hereto (as such promissory note may be amended, endorsed or otherwise modified from time to time), evidencing the joint and several aggregate Indebtedness of the Borrowers to such Lender resulting from outstanding Loans, and

also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

     “ Revolving Credit Loans ” is defined in clause (a) of Section 2.1.1 .

     “ S&P ” means Standard & Poor’s Rating Services, a division of McGraw-Hill, Inc.

     “ SEC ” means the Securities and Exchange Commission.

     “ SEC Documents ” means, collectively, (a) the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2006 and (b) each current report on Form 8-K filed by the Company with the SEC during the period between the filing date of such Form 10-K and March 27, 2007.

     “ Secured Parties ” means collectively, the Lenders, the Administrative Agent, each Lender or Affiliate thereof that provides Banking Services or is owed Banking Services Obligations, each counterparty to a Hedging Agreement that is (or at the time such Hedging Agreement was entered into, was) a Lender or an Affiliate thereof and (in each case), each of their respective successors, transferees and assigns to the extent permitted by this Agreement.

     “ Security Agreement ” means each Security Agreement and each Amended and Restated Security Agreement executed and delivered by a Borrower or a Restricted Subsidiary to secure the Obligations, substantially in the form of Exhibit G hereto, as amended, supplemented, amended and restated or otherwise modified from time to time.

     “ Security Document ” means any and all agreements or instruments now or hereafter executed and delivered by any Borrower or any other Person as security for the payment or performance of the Obligations, including all Security Agreements, Pledge Agreements and Control Agreements, as any of the foregoing may be amended, modified, renewed, supplemented or restated from time to time.

     “ Senior Secured Note Documents ” means, collectively, the Indenture, the Senior Secured Notes, the Indenture Deed of Trust, the Indenture Security Agreement and each of the other security or other collateral agreements, indentures, note purchase agreements, promissory notes, guarantees, and other instruments and agreements executed and delivered in connection with the issuance of the Senior Secured Notes, in each case as in effect on the Closing Date.

     “ Senior Secured Notes ” means the Company’s 10 ¹ / 4 % Senior Secured Notes Due 2015 in the original principal amount of $150,000,000.

     “ Solvent ” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person and its Subsidiaries on a consolidated basis is greater than the total amount of liabilities, including Contingent Liabilities, of such Person and its Subsidiaries on a consolidated basis, (b) the present fair salable value of the assets of such Person and its Subsidiaries on a consolidated basis, is not less than the amount that will be required to pay the probable liability of such Person and its Subsidiaries on a consolidated basis on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it or its Subsidiaries will, on a consolidated basis, incur debts or liabilities

beyond the ability of such Person and its Subsidiaries on a consolidated basis to pay as such debts and liabilities mature, and (d) such Person and its Subsidiaries on a consolidated basis are not engaged in business or a transaction, and such Persons and its Subsidiaries on a consolidated basis are not about to engage in business or a transaction, for which the property of such Person and its Subsidiaries would constitute an unreasonably small capital. The amount of Contingent Liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, can reasonably be expected to become an actual or matured liability.

     “ State ” means the several states of the United States and the District of Columbia and their respective political subdivisions.

     “ Stated Amount ” means, on any date and with respect to a particular Letter of Credit, the total amount then available to be drawn under such Letter of Credit.

     “ Stated Expiry Date ” is defined in Section 2.6 .

     “ Stated Maturity ” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date such documentation was entered into, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

     “ Subordinated Debt ” means any Indebtedness of any Borrower or any Restricted Subsidiary subordinated in right of payment to the Obligations pursuant to documentation containing redemption and other prepayment events, maturities, amortization schedules, covenants, events of default, remedies, acceleration rights, subordination provisions and other material terms reasonably satisfactory to the Required Lenders.

     “ Subsidiary ” means, with respect to any Person, (a) any corporation, limited liability company, partnership or other entity of which more than 50% of the Voting Stock is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person or (b) any partnership, joint venture or other entity as to which such Person, such Person and one or more of its Subsidiaries or one or more Subsidiaries of such Person owns more than a 50% ownership, equity or similar interest or has power to direct or cause the direction of management and policies (directly or indirectly), or the power to elect the managing partner (or the equivalent), of such partnership, joint venture or other entity, as the case may be. Unless the context otherwise specifically requires, the term “Subsidiary” or “Subsidiaries” shall be a reference to a Subsidiary or the Subsidiaries, as applicable, of the Company, other than the Borrowers.

     “ Swing Line Lender ” means the Administrative Agent (or another Lender designated by the Administrative Agent with the consent of the Company (such consent not to be unreasonably withheld), if such Lender agrees to be the Swing Line Lender hereunder), in such Person’s capacity as the maker of Swing Line Loans.

     “ Swing Line Loans ” is defined in clause (b) of Section 2.1.1 .

     “ Swing Line Loan Commitment ” is defined in clause (b) of Section 2.1.1 .

     “ Swing Line Loan Commitment Amount ” means, on any date, the lesser of (a) the then applicable Maximum Loan Amount and (b) $10,000,000, as such amount may be permanently reduced from time to time pursuant to Section 2.2 and other provisions of this Agreement.

     “ Swing Line Note ” means a joint and several promissory note of each Borrower payable to the Swing Line Lender, in the form of Exhibit A-2 hereto (as such promissory note may be mended, endorsed or otherwise modified from time to time), evidencing the joint and several aggregate Indebtedness of the Borrowers to the Swing Line Lender resulting from outstanding Swing Line Loans, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

     “ Synthetic Lease ” means, as applied to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (a) that is not a capital lease in accordance with GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for federal income tax purposes, other than any such lease under which that Person is the lessor.

     “ Taxes ” means any and all income, stamp or other taxes, duties, levies, imposts, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all interest, penalties or similar liabilities with respect thereto.

     “ Telerate Screen LIBO Page ” means the display designated as “Page 3750” on the Telerate System Incorporated Service (or such other page as may replace Page 3750 on the service or such other service as may be nominated by the British Bankers’ Association as the information vendor for the purpose of displaying British Bankers’ Association interest settlement rates for Dollar deposits).

     “ Termination Date ” means the date on which all Obligations (other than any contingent indemnification or expense reimbursement Obligations that are not then due and payable) have been paid in full in cash, all Letters of Credit have been terminated, expired or Cash Collateralized, all Hedging Agreements have been terminated and all Commitments have been permanently terminated.

     “ Texas City Facility ” means the petrochemicals production facilities owned by the Company that are located in Texas City, Texas, including all of the real estate, equipment, fixtures and other property associated therewith, all as more particularly described in, and covered by the Lien granted in, the Indenture Deed of Trust.

     “ Trustee ” means U. S. Bank National Association, as trustee under the Indenture.

     “ Type ” means, relative to any Loan, the portion thereof, if any, being maintained as a Base Rate Loan or a LIBO Rate Loan.

     “ U.C.C. ” means the Uniform Commercial Code as may be amended and in effect from time to time in the State of New York; provided that if, with respect to any U.C.C. financing

statement or by reason of any provision of law, the perfection or the effect of perfection or non-perfection of the security interests granted to the Administrative Agent pursuant to the applicable Loan Document is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, U.C.C. means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions of each Loan Document and any U.C.C. financing statement relating to such perfection or effect of perfection or non-perfection.

     “ United States ” or “ U.S. ” means the United States of America and all States.

     “ Unrestricted Subsidiary ” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors of the Company, but only to the extent that such Subsidiary:

     (a) has (or immediately after consummation of the designation of such Subsidiary as an Unrestricted Subsidiary will have) no Indebtedness other than Non-Recourse Debt;

     (b) except as permitted by Section 7.2.12 , is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are, in the good faith judgment of the Board of Directors of the Company no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

     (c) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Capital Securities or (ii) to maintain or preserve such Person’s financial condition; and

     (d) is not (or immediately after consummation of the designation of such Subsidiary as an Unrestricted Subsidiary will not be) a guarantor of, or otherwise directly or indirectly obligated to provide credit support, for the Senior Secured Notes, the Loans or any other Indebtedness of the Borrowers or any Restricted Subsidiary.

     “ Voting Stock ” means, with respect to any Person, Capital Securities of any class or kind ordinarily having the power to vote (directly or indirectly) for the election of directors, managers, representatives or other voting members of the governing body of such Person.

     “ Wholly-Owned Subsidiary ” means, as to any Person, (a) any corporation 100% of whose Capital Securities (other than any director’s qualifying shares or investments by foreign nationals mandated by applicable laws) is at the time owned by such Person and/or one or more direct or indirect Wholly-Owned Subsidiaries of such Person and (b) any partnership, limited liability company, association or other entity in which such Person and/or one or more direct or indirect Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such time.

     SECTION 1.2. Use of Defined Terms . Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in this Agreement shall have such meanings when used in each other Loan Document and the Disclosure Schedule.

     SECTION 1.3. Cross-References . Unless otherwise specified, references in a Loan Document to any Article or Section are references to such Article or Section of such Loan Document, and references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

     SECTION 1.4. Accounting and Financial Determinations . Unless otherwise specified, all accounting terms used in each Loan Document shall be interpreted, and all accounting determinations and computations hereunder or thereunder shall be made, in accordance with GAAP. Unless otherwise expressly provided, all financial covenants and defined financial terms shall be computed on a consolidated basis for the Borrowers, in each case without duplication.

ARTICLE II

     SECTION 2.1. Commitments . Subject to the terms and conditions and relying on the representations and warranties of the Borrowers in this Agreement (including Article V and the other Loan Documents), each Lender and each Issuer severally agrees to make Credit Extensions as set forth in this Section 2.1 .

          2.1.1. Loan Commitments . From time to time on any Business Day occurring from and after the Closing Date but prior to the Commitment Termination Date:

     (a) each Lender agrees that it will make revolving credit loans (relative to such Lender, its “ Revolving Credit Loans ”) collectively to the Borrowers equal to such Lender’s Percentage of the aggregate amount of each Borrowing of Revolving Credit Loans requested by the Borrowers to be made on such day, subject to the limits set forth in Section 2.1.3 ; and

     (b) the Swing Line Lender agrees that it will make loans (its “ Swing Line Loans ”) collectively to the Borrowers equal to the principal amount of the Swing Line Loan requested by the Borrowers to be made on such day, subject to the limits set forth in Section 2.1.3 . The Commitment of the Swing Line Lender to make Swing Line Loans as provided in this Section 2.1 is herein referred to as its “ Swing Line Loan Commitment ”.

On the terms and subject to the conditions of this Agreement, the Borrowers may from time to time borrow, repay and reborrow Loans.

          2.1.2. Letter of Credit Commitment . From time to time on any Business Day occurring from and after the Closing Date but prior to the Commitment Termination Date, each Issuer agrees that it will (a) issue one or more documentary or standby letters of credit (each, a “ Letter of Credit ”) for the account of any Borrower in the Stated Amount requested by such Borrower on such day; or (b) extend the Stated Expiry Date of an existing standby Letter of Credit previously issued hereunder. No Stated Expiry Date shall extend beyond the earlier of (i) the Commitment Termination Date and (ii) unless otherwise agreed to by the relevant Issuer in its sole discretion, one year from the date of such extension. No Issuer shall be permitted or required to issue any Letter of Credit if, after giving effect thereto, (A) the aggregate amount of all Letter of Credit Outstandings would exceed the Letter of Credit Commitment Amount or (B) the sum of (1) the aggregate amount of all Letter of Credit Outstandings, plus (2) the aggregate

principal amount of all Revolving Credit Loans then outstanding, plus (3) the aggregate principal amount of all Swing Line Loans then outstanding, would exceed the then applicable Maximum Loan Amount.

          2.1.3. Lenders Not Permitted or Required to Make Loans .

     (a) No Lender shall be required to, and no Borrower shall request any Lender to, make any Revolving Credit Loan if, after giving effect thereto, (i) the sum of (A) the aggregate outstanding principal amount of all the Revolving Credit Loans of all Lenders, plus (B) the aggregate outstanding principal amount of all Swing Line Loans, plus (C) the aggregate amount of all Letter of Credit Outstandings, would exceed the then applicable Maximum Loan Amount; or (ii) the aggregate outstanding principal amount of all Revolving Credit Loans of such Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of all Swing Line Loans, plus such Lender’s Percentage of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender’s Percentage of the then applicable Maximum Loan Amount.

     (b) The Swing Line Lender shall not be permitted or required to, and no Borrower shall be permitted to request the Swing Line Lender to, make any Swing Line Loan if, after giving effect thereto, (i) the aggregate outstanding principal amount of all the Swing Line Loans would exceed the then existing Swing Line Loan Commitment Amount or (ii) the aggregate outstanding principal amount of all the Revolving Credit Loans of all Lenders, plus the aggregate outstanding principal amount of all Swing Line Loans, plus the aggregate amount of all Letter of Credit Outstandings, would exceed the then applicable Maximum Loan Amount.

     SECTION 2.2. Reduction of the Commitment Amounts . Each of the Commitment Amounts is subject to reduction from time to time pursuant to this Section 2.2 .

          2.2.1. Optional . The Company may, from time to time on any Business Day occurring after the Closing Date, voluntarily reduce the amount of the Revolving Credit Commitment Amount on the Business Day so specified by the Company; provided , that any such reduction shall require at least one Business Day’s prior notice to the Administrative Agent and be permanent, and any partial reduction of the then applicable Revolving Credit Commitment Amount shall be in a minimum amount of $1,000,000 and in an integral multiple of $500,000. Any optional reduction of the then applicable Revolving Credit Commitment Amount pursuant to the terms of this Agreement which reduces the then applicable Revolving Credit Commitment Amount below the sum of (i) the then applicable Swing Line Loan Commitment Amount and (ii) the then applicable Letter of Credit Commitment Amount shall result in an automatic and corresponding reduction of the then applicable Swing Line Loan Commitment Amount and/or then applicable Letter of Credit Commitment Amount (as directed by the Company in a notice to the Administrative Agent delivered together with the notice of such voluntary reduction in the then applicable Revolving Credit Commitment Amount) to an aggregate amount not in excess of the then applicable Revolving Credit Commitment Amount, as so reduced, without any further action on the part of the Swing Line Lender or the Issuer.

          2.2.2. Mandatory . Each of the Commitment Amounts shall be reduced as set forth below.

     (a) Each Commitment Amount shall, without any further action, automatically and permanently be reduced on the Commitment Termination Date so that each Commitment Amount equals $0.

     (b) Prior to the Commitment Termination Date, any mandatory reduction of the Revolving Credit Commitment Amount pursuant to Section 3.1.1 . or Section 3.1.2 . or otherwise which reduces the Revolving Credit Commitment Amount below the sum of (i) the Letter of Credit Commitment Amount and (ii) the Swing Line Loan Commitment Amount shall result in an automatic and corresponding reduction of the Letter of Credit Commitment Amount and/or the Swing Line Loan Commitment Amount (as specified by the Company) to an aggregate amount not in excess of the then applicable Revolving Credit Commitment Amount, as so reduced, without any further action on the part of any Issuer or the Swing Line Lender.

          2.2.3. Termination of Agreement . The Borrowers may terminate this Agreement at any time upon forty-five (45) days’ prior written notice to the Administrative Agent. Notwithstanding anything to the contrary contained herein, all Obligations shall become immediately due and payable and all Commitments shall automatically be deemed terminated as of any termination of this Agreement, including any termination under Section 2.2 , Section 3.1 or Section 8.2 and, pending a final accounting, the Administrative Agent may withhold any balances in the Controlled Deposit Accounts and/or Concentration Account (unless supplied with an indemnity satisfactory to the Administrative Agent) to cover all of the Obligations, including an amount equal to 110% of the Stated Amount of any Letters of Credit outstanding with an expiry date on, or within thirty (30) days of, the effective date of termination of this Agreement. In addition, all of the Administrative Agent’s and the Lenders’ rights and Liens shall continue after any termination of the Commitments or this Agreement until all outstanding Obligations have been paid and satisfied in full.

     SECTION 2.3. Borrowing Procedures and Funding Maintenance . Revolving Credit Loans shall be made by the Lenders in accordance with Section 2.3.1 and Swing Line Loans shall be made by the Swing Line Lender in accordance with Section 2.3.2 .

          2.3.1. Borrowing Revolving Credit Loans .

     (a) Whenever the Borrowers desire to make a Borrowing of Revolving Credit Loans hereunder, they shall deliver a Borrowing Request to the Administrative Agent and following such Borrowing Request, the Administrative Agent shall promptly notify each applicable Lender thereof. All Borrowing Requests are irrevocable and must be made no later than (i) 12:00 noon, New York City time, the Business Day of a proposed Borrowing of Base Rate Loans, and (ii) 12:00 noon, New York City time, three (3) Business Days prior to a proposed Borrowing of LIBO Rate Loans and each Borrowing must be made in an aggregate amount of $500,000 or any larger integral multiple of $100,000 or in the unused amount of the Revolving Credit Commitment Amount; provided , that all initial Loans on the Closing Date will be made as Base Rate Loans. No

Borrowing Request shall be required, and the minimum aggregate amounts specified under this Section 2.3.1 shall not apply, in the case of (A) charges to the Obligation Account made pursuant to Section 3.1.5 , (B) Revolving Credit Loans deemed made under Section 2.6.2 in respect of unreimbursed Disbursements or (C) Revolving Credit Loans made under clause (b) of Section 2.3.2 to refund Refunded Swing Line Loans. On the terms and subject to the conditions of this Agreement, each Borrowing shall be in the amounts, comprised of the Type of Loans (and in the case of LIBO Rate Loans, for the Interest Period), and made on the Business Day, specified in such Borrowing Request.

     (b) Provided that a Borrower timely delivers a Borrowing Request in accordance with Section 2.3.1(a) and subject to all other terms and conditions of this Agreement, on or before 3:00 p.m., New York City time, on the same Business Day, in the case of Base Rate Loans, or on the third Business Day, in the case of LIBO Rate Loans, each Lender shall deposit with the Administrative Agent same day funds in an amount equal to such Lender’s Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall promptly and in any event prior to 4:00 p.m., New York City time, make such funds available to the Borrowers by wire transfer to the account the Borrowers shall have specified in their Borrowing Request. In the event that only one Lender fails to fund its Percentage of Loans as required above prior to 4:00 p.m., New York City time, the Administrative Agent shall (subject to the terms of this Agreement) advance such Loans (or such lesser amount as is available pursuant to clause (b) of Section 2.1.3 ) required to be funded by such Lender and such Loan shall be deemed to be a Swing Line Loan in the amount of such advance. No Lender shall be responsible for any default by any other Lender in its obligation to make Revolving Credit Loans under this Agreement, and each Lender shall be obligated to make only Revolving Credit Loans provided to be made by it under this Agreement, regardless of the failure of any other Lender to fulfill its Revolving Credit Commitment hereunder.

     (c) In order to provide for the payment of all expenses described in clauses (a) , (b) and (c) of Section 10.3 and fees payable pursuant to Section 3.3 and Article V (for distribution by Administrative Agent as applicable) on the Closing Date which are not paid directly by the Borrowers on such date, the Borrowers hereby agree to make Borrowings from the Lenders (consisting of Revolving Credit Loans in amounts determined in accordance with their respective Percentages) on the Closing Date, in such amount as is necessary to effect the payment of such expenses and fees. The Borrowers further agree that the letters of credit outstanding under the Existing Credit Agreement and listed on Schedule V (the “ Existing Letters of Credit ”) shall not be replaced but shall be automatically deemed to have been issued under this Agreement (and to have reduced the amount available to be borrowed under the then Revolving Credit Commitment Amount by an amount equal to the aggregate undrawn and/or unreimbursed amounts of or relating to such Existing Letters of Credit) effective as of the Closing Date. The Borrowers hereby irrevocably instruct and authorize the Administrative Agent, on behalf of the Lenders, to make such Credit Extensions available to the Borrowers on the Closing Date by applying the proceeds of such Credit Extensions to the payment of such expenses, fees and obligations (in accordance with the foregoing provisions of this clause

(c) ), and the Lenders hereby agree, on the terms and subject to the conditions of this Agreement, to make such Credit Extensions to the Borrowers on such date for such purposes and, to deem such Existing Letters of Credit to have been issued under this Agreement for all purposes, without need for delivery by the Company of a Borrowing Request or Issuance Request. The Borrowers acknowledge that no Issuer shall be required to issue any Letters of Credit on account of the deemed issuance of the Existing Letters of Credit.

          2.3.2. Borrowing Swing Line Loans .

     (a) By telephonic notice, promptly followed (within one Business Day) by the delivery of a confirming Borrowing Request, to the Swing Line Lender and the Administrative Agent on or before 12:00 noon, New York City time, on the Business Day the proposed Swing Line Loan is to be made, any Borrower may from time to time irrevocably request that a Swing Line Loan be made by the Swing Line Lender in a minimum principal amount of $100,000 or any larger integral multiple of $10,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. Provided that a Borrower timely requests a Swing Line Loan and subject to all other terms and conditions of this Agreement, the proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by 3:00 p.m., New York City time, on the Business Day telephonic notice is received by it as provided in this clause (a), to such Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor. The Borrowers hereby waive the right to dispute the Administrative Agent’s record of the terms of any telephonic notice, absent manifest error.

     (b) If (i) any Swing Line Loan, (A) shall be outstanding for more than four Business Days or (B) is or will be outstanding on a date when any Borrower requests that a Revolving Credit Loan be made or (ii) any Default shall occur and be continuing, each Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and at the discretion of the Swing Line Lender) and upon notice from the Administrative Agent, make a Revolving Credit Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the “ Refunded Swing Line Loans ”). On or before 12:00 noon, New York City time on the first Business Day following receipt by each Lender of a request to make Revolving Credit Loans as provided in the preceding sentence, each such Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Credit Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a Revolving Credit Loan in an amount equal to the Swing Line Lender’s Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Credit Loans pursuant to this clause (b) , the amount so funded shall become outstanding under such Lender’s Revolving Credit Loans and shall no longer be

owed under the Swing Line Lender’s Swing Line Loans. All interest payable with respect to any Revolving Credit Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Credit Loans were made.

     (c) If, at any time prior to the making of Revolving Credit Loans to replace any outstanding Swing Line Loans pursuant to clause (b) of this Section 2.3.2 , any Lender is stayed or otherwise prohibited by any Governmental Authorities from making such a Revolving Credit Loan, each Lender with a Revolving Credit Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice from the Administrative Agent, purchase an undivided participation interest in all such Swing Line Loans in an amount equal to its Percentage of the aggregate outstanding amount of such Swing Line Loans and transfer immediately to an account identified by the Swing Line Lender, in immediately available funds, the amount of its participation. The Swing Line Lender will deliver to each such Lender, promptly following receipt of such funds, a participation certificate, dated the date of receipt of such funds and in the amount of such Lender’s participation if requested to do so by such Lender.

     (d) Each Borrower expressly agrees that, in respect of each Lender’s funded participation interest in any Swing Line Loan, such Lender shall be deemed to be in privity of contract with each Borrower and have the same rights and remedies against each Borrower under the Loan Documents as if such funded participation interest in such Swing Line Loan were a Revolving Credit Loan.

     (e) Each Lender’s obligation to make Revolving Credit Loans or purchase participation interests in Swing Line Loans, as contemplated by clause (b) or (c) of this Section 2.3.2 , shall be absolute and unconditional and without recourse to the Swing Line Lender and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect, (iii) the acceleration or maturity of any Loans or the termination of any Commitment after the making of any Swing Line Loan, (iv) any breach of this Agreement or any other Loan Document by any Person, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

          2.3.3. Joint and Several Liability; Rights of Contribution . Each Borrower acknowledges and agrees that: (i) pursuant to this Agreement, the Borrowers desire to utilize their borrowing potential on a consolidated basis; (ii) each Borrower has determined that it will benefit specifically and materially from the Credit Extensions contemplated by this Agreement; (iii) it is both a condition precedent to the obligations of the Administrative Agent and the Lenders hereunder and a desire of each Borrower that each Borrower execute and deliver to the Lenders this Agreement and the other Loan Documents to which it is a party; and (iv) each Borrower has requested and bargained for the structure and terms of and security for the Credit Extensions contemplated by this Agreement and the other Loan Documents.

     (a) Each Borrower hereby irrevocably and unconditionally: (i) agrees that it is jointly and severally liable to the Administrative Agent and the Lenders for the full and prompt payment and performance of the Obligations of each Borrower under this Agreement and each other Loan Document notwithstanding that such Loan Document may specify that a particular Borrower is responsible for a given payment or performance; (ii) agrees to fully and promptly perform all of its obligations hereunder with respect to each Credit Extension made hereunder as if such Credit Extension had been made directly to it; and (iii) agrees as a primary obligation to indemnify the Administrative Agent and each Lender, on demand, for and against any loss incurred by the Administrative Agent or any Lender as a result of any of the Obligations of any Borrower (the “ subject Borrower ”) being or becoming void, voidable, unenforceable or ineffective for any reason whatsoever, whether or not known to the subject Borrower or any other Person, the amount of such loss being the amount which the Administrative Agent or the Lenders (or any of them) would otherwise have been entitled to recover from such subject Borrower.

     (b) It is the intent of each Borrower that the indebtedness, obligations and liabilities under this Agreement of no one of them be subject to challenge on any basis related to any federal or state law dealing with fraudulent conveyances or any other law related to transfers for less than fair or reasonably equivalent value. Accordingly, as of the date hereof, the liability of each Borrower under this Section 2.3.3 , together with all of its other liabilities to all Persons as of the date hereof and as of any other date on which a transfer is deemed to occur by virtue of this Agreement, calculated in amounts sufficient to pay its probable net liabilities on its existing indebtedness as the same become absolute and matured (“ Dated Liabilities ”) is and is to be, less than the amount of the aggregate of a fair valuation of its property as of such corresponding date (“ Dated Assets ”). To this end, each Borrower under this Section 2.3.3 (i) grants to and recognizes in each other Borrower ratably, rights of subrogation and contribution in the amount, if any, by which the Dated Assets of such Borrower, but for the aggregate of subrogation and contribution in its favor recognized herein, would exceed the Dated Liabilities of such Borrower or Borrowers, as the case may be, and (ii) acknowledges receipt of and recognizes its right to subrogation and contribution ratably from the other Borrowers in the amount, if any, by which the Dated Liabilities of such Borrower, but for the aggregate of subrogation and contribution in its favor recognized herein, would exceed the Dated Assets of such Borrower under this Section 2.3.3 . In recognizing the value of the Dated Assets and the Dated Liabilities, it is understood that each Borrower will recognize, to at least the same extent of their aggregate recognition of liabilities hereunder, their rights to subrogation and contribution hereunder. It is a material objective of this Section 2.3.3 that each Borrower recognizes rights to subrogation and contribution rather than be deemed to be insolvent (or in contemplation thereof) by reason of an arbitrary interpretation of its joint and several obligations hereunder.

     (c) Each Borrower agrees and acknowledges that the present structure of the credit facilities detailed in this Agreement is based in part upon the financial and other information presently known to the Administrative Agent and the Lenders regarding each Borrower, the corporate or other organizational structure of each Borrower and the present financial condition of each Borrower. Upon the occurrence of an Event of

Default and so long as it is continuing, each Borrower hereby agrees that the Required Lenders shall have the right, in their sole credit judgment, to require that any or all of the following changes be made to the credit facilities contemplated in this Agreement: (i) restrict loans and advances between the Borrowers, (ii) establish separate Controlled Deposit Accounts, Concentration Accounts and/or Obligation Accounts for each Borrower, (iii) separate the Revolving Credit Loans, Swing Line Loans and Letters of Credit into separate Revolving Credit Loans, Swing Line Loans and Letters of Credit to each of the Borrowers as shall be determined by the Required Lenders and (iv) establish such other procedures as shall be reasonably deemed by the Required Lenders to be useful in tracking where Revolving Credit Loans, Swing Line Loans and Letters of Credit are made under this Agreement and the source of payments received by the Lenders on such Credit Extensions.

     (d) Each of the Borrowers hereby irrevocably and unconditionally agrees that it is jointly and severally obligated in respect of all Credit Extensions and other Obligations (including Letter of Credit Obligations), and that the aggregate amount of credit available hereunder to any of the Borrowers at any time shall be determined by taking into account all Letters of Credit Outstandings and all Loans outstanding, regardless of which of the Borrowers may be the beneficiary of any Letters of Credit or received the proceeds of any of the Borrowings. By executing this Agreement each of the Borrowers confirms to the other parties to this Agreement that the Company shall (and is hereby duly appointed by each of the Borrowers to) act as agent for the Borrowers for all purposes of requesting Loans and Letters of Credit, for purposes of allocation (to the extent permitted herein) of Letters of Credit and the proceeds of Loans, and for all other purposes of this Agreement pursuant to any provision identifying the Borrowers or any of them to take any action or receive any communication (regarding uses and the availability of credit hereunder, and otherwise). Each of the Borrowers further agrees that each of the Lenders and the Administrative Agent shall be entitled to deal as to these matters only with the Company and (to the extent contemplated herein) to act as to these matters in accordance with instructions or other communications from the Company. Neither the Lenders nor the Administrative Agent shall have any responsibility to any Borrower for acting as provided in this provision, and the Obligations of each of the Borrowers to the Administrative Agent or the Lenders shall not be affected by any matter relating to acts or omissions of the Company relating to Credit Extensions or otherwise as agent for the Borrowers hereunder.

     SECTION 2.4. Continuation and Conversion Elections . By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 noon, New York City time, on a Business Day, the Company may from time to time irrevocably elect, on not less than one Business Day’s notice (in the case of a conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days’ notice (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than five Business Days’ notice (in the case of any Loans) that all, or any portion in a minimum amount of $500,000 or an integral multiple of $100,000, of any Loans be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five

Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided , however , that (a) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders and (b) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing.

     SECTION 2.5. Funding . Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided , however , that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the joint and several obligation of the Borrowers to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility.

     SECTION 2.6. Letter of Credit Issuance Procedures . By delivering to an Issuer and the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Company may, from time to time irrevocably request, on not less than three nor more than ten Business Days’ notice (or such shorter or longer notice as may be acceptable to such Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days’ notice (unless a shorter or longer notice period is acceptable to such Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that such Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of any Borrower in such form as may be requested by the Borrowers and approved by such Issuer; provided , however , that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (a) the Commitment Termination Date and (b) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, each Borrower hereby jointly and severally acknowledges and agrees that it shall be obligated to reimburse the applicable Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is such Borrower or any other Borrower). Upon timely receipt of an Issuance Request and subject to all other terms and conditions of this Agreement, the Administrative Agent shall promptly notify the relevant Issuer and each Lender thereof and shall cause: (i) the Letter of Credit requested by the Issuance Request to be issued and (ii) the relevant Issuer to (A) comply with the terms and conditions of this Agreement relating to the Letter of Credit and (B) to fulfill the duties and obligations of an Issuer hereunder. Each Letter of Credit shall by its terms be stated to expire on a date (each, a “ Stated Expiry Date ”) no later than one year from the date of its issuance.

          2.6.1. Other Lenders’ Participation . (a) Upon the issuance of each Letter of Credit issued by an Issuer pursuant hereto, and without further action, each Lender (other than the Issuer) that has a Revolving Credit Commitment shall be deemed to have irrevocably purchased from the Issuer, to the extent of its Percentage of each such Letter of Credit, and the Issuer shall be deemed to have irrevocably granted and sold to each such Lender a participation interest in each such Letter of Credit (including the Contingent Liability and any Reimbursement

Obligation and all rights with respect thereto), and each such Lender shall, to the extent of its Percentage of each such Letter of Credit, be responsible for reimbursing promptly (and in any event within one Business Day) the Issuer for Reimbursement Obligations which have not been reimbursed by the Borrowers in accordance with Section 2.6.2 and Section 2.6.3 . In addition, each such Lender shall, to the extent of its Percentage of each such Letter of Credit, be entitled to promptly receive a ratable portion of the Letter of Credit fees payable pursuant to Section 3.3.3 with respect to each Letter of Credit and of interest payable pursuant to Section 3.2 with respect to any Reimbursement Obligation. To the extent that any Lender has reimbursed the Issuer for a Disbursement as required by this Section 2.6.1 and Section 2.6.2 , such Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Borrowers or otherwise) in respect of such Disbursement.

     (b) Each Lender’s obligation to reimburse the Issuer and purchase participation interests in Letters of Credit, as contemplated by this Section 2.6.1 , Section 2.6.2 and Section 2.6.3 , shall be absolute and unconditional and without recourse to the Issuer and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuer, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, an Event of Default or a Material Adverse Effect, (iii) the acceleration or maturity of any Loans or the termination of any Commitment after the issuance of a Letter of Credit, (iv) any breach of this Agreement or any other Loan Document by any Person, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

          2.6.2. Disbursements: Conversion to Loans . The Issuer will notify the Company and the Administrative Agent promptly of the presentment for payment of any drawing under any Letter of Credit issued by the Issuer, together with notice of the date (the “ Disbursement Date ”) such payment is required to be made (each such payment, a “ Disbursement ”); provided that the failure of an Issuer to give such notice shall not affect the Reimbursement Obligations of the Borrowers hereunder. Subject to the terms and provisions of such Letter of Credit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit on the Disbursement Date. Immediately, and in any event prior to 12:00 noon, New York City time, on the Disbursement Date, the Borrowers will (jointly and severally) reimburse the Administrative Agent, for the account of the Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit, without presentment, demand, protest or other formalities of any kind. Unless a Borrower has notified the Administrative Agent no later than one Business Day prior to the Disbursement Date that it will reimburse the Issuer for the applicable Disbursement with funds other than the proceeds of Revolving Credit Loans or delivered to the Administrative Agent a Borrowing Request for Revolving Credit Loans in an amount equal to such Disbursement, the Borrowers will be deemed to have given a Borrowing Request to the Administrative Agent requesting that the Lenders make Revolving Credit Loans which shall be Base Rate Loans on the Disbursement Date in an amount equal to such Disbursement (or lesser amount if the aggregate amount of the Revolving Credit Loans available pursuant to Section 2.1.3 is less than the Disbursement); provided , that, such Revolving Credit Loans shall be subject to (A) the satisfaction of the conditions in Article V and (B) the existence of Revolving Credit Loan availability pursuant to Section 2.1.3 hereof (after giving effect to repayment of the applicable Reimbursement Obligations with the proceeds of the proposed

Revolving Credit Loans). Subject to the preceding sentence, if so requested by the Administrative Agent, each of the Lenders shall, on the date of such Disbursement, make such Revolving Credit Loans in an amount equal to such Lender’s Percentage of such Borrowing or the aggregate amount of the Revolving Credit Loans available pursuant to Section 2.1.3 , as applicable, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Issuer to the extent of such proceeds. If the Borrowers fail to reimburse the applicable Issuer as provided above for any reason, including failure to satisfy the conditions of Article V or insufficient unused Revolving Credit Loan availability pursuant to Section 2.1.3 , such Issuer shall promptly notify the Administrative Agent and the Administrative Agent shall notify each Lender of the unreimbursed amount of such Disbursement and of such Lender’s respective participation therein based on such Lender’s Percentage. Each Lender will pay to the Administrative Agent for the account of the applicable Issuer on the date of such notice, in immediately available funds, an amount equal to such Lender’s Percentage of such unreimbursed Disbursement (or, if such notice is made after 1:00 p.m. (New York, New York time) on such date, on the next succeeding Business Day). If any Lender fails to make available to such Issuer, in immediately available funds, the amount of such Lender’s Percentage in such unreimbursed Disbursement as provided in this Section 2.6.2 , such Issuer shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Rate for one Business Day and thereafter at the Base Rate for each day such amount remains unpaid to the Issuer. Nothing in this Section 2.6.2 shall be deemed to prejudice the right of any Lender to recover from such Issuer any amounts made available by such Lender to such Issuer pursuant to this Section 2.6.2 if it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuer was wrongful and such wrongful payment was the result of gross negligence or willful misconduct on the part of such Issuer. The applicable Issuer shall pay to the Administrative Agent, and the Administrative Agent to each Lender, such Lender’s Percentage of all amounts received from the Borrowers for payment, in whole or in part, of the Reimbursement Obligations in respect of any Letter of Credit, but only to the extent such Lender has made payment to such Issuer in respect of such Letter of Credit pursuant to this Section 2.6.2 .

          2.6.3. Reimbursement . The joint and several obligation (a “ Reimbursement Obligation ”) of the Borrowers under Section 2.6.2 to reimburse the Issuer with respect to each Disbursement (including interest thereon) not converted into Revolving Credit Loans constituting a Base Rate Loan pursuant to Section 2.6.2 , and, upon such Borrower failing to reimburse the Issuer and the giving of notice thereof by the Administrative Agent to the Lenders, each Lender’s obligation under Section 2.6.1 and Section 2.6.2 to reimburse the Issuer or fund its Percentage of any unreimbursed Disbursement converted into a Base Rate Loan, shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Borrower or such Lender, as the case may be, may have or have had against the Issuer or any such Lender, including any defense based upon the failure of any Disbursement to conform to the terms of the applicable Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Letter of Credit or any other reason whatsoever, including those set forth in clause (b) of Section 2.6.5 below; provided , h