exv10w1






Exhibit 10.1




First Amendment to

Third Amended And Restated Plasticizers Production Agreement




          This First Amendment to Third Amended and Restated Plasticizers Production Agreement
(this “Amendment”) dated effective as of July 1, 2009 is by and between Sterling
Chemicals, Inc., a Delaware corporation (“Sterling”), and BASF Corporation, a
Delaware corporation (“BASF” and, together with Sterling, the “Parties”).
Capitalized terms used but not defined herein shall have the respective meanings ascribed to such
terms in the Existing Agreement referred to below.




Preliminary Statements





	 	1.	 	The Parties are parties to that certain Third Amended and Restated Plasticizers
Production Agreement dated as of April 1, 2008 (the “Existing Agreement”).
	 
	 	2.	 	The Parties desire to amend the Existing Agreement in certain respects.





          Now, Therefore, in consideration of the premises and the mutual covenants contained
herein and in the Existing Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound,
hereby agree as follows:




          Section 1. Amendment of Section 1.01 of the Existing Agreement. Section 1.01 of the
Existing Agreement is hereby amended by amending the definition of Bulk Storage Tanks contained
therein to read in its entirety as follows:





     “Bulk Storage Tanks” means the bulk storage tanks at the Site
that have historically been used in connection with the storage of Raw
Materials and Products numbered 53T703, 56T13-1, 56T13-2, 56T13-4, 56T501-1,
56T501-2, 56T502, 56T503, 56T504, 56T505, 56T506, 56T507, 56T803-1, and
56T803-2.



          Section 2. Amendment of Section 1.01 of the Existing Agreement. Section 1.01 of the
Existing Agreement is hereby amended by amending the definition of Esters Facility Fee contained
therein by replacing the amount “$*****” appearing therein with the amount “$*****”.




          Section 3. Amendment of Section 2.01(b) of the Existing Agreement. Section 2.01(b) of
the Existing Agreement is hereby amended by amending the first sentence thereof to read in its
entirety as follows:






 









 









Subject to the terms and conditions of this Agreement, BASF may nominate volumes for
each Product and determine the total Product mix in its sole discretion; provided,
however, that BASF may only nominate ***** in any given Month.



          Section 4. Amendment of Section 2.01(e) of the Existing Agreement. Section 2.01(e) of
the Existing Agreement is hereby amended by amending the second sentence thereof to read in its
entirety as follows:





In the event that BASF desires to produce more than ***** in the Esters Unit in any
given Month, the Parties will negotiate in good faith appropriate increases in the
Threshold Fixed Costs Amount, the Allocated Fixed Costs Amount and the impact on any
calculation of Cost Savings, and, in the absence of agreement on such matters, Sterling
shall not be required to produce such additional Products.



          Section 5. Addition of Section 3.10 to the Existing Agreement. A new Section 3.10 is
hereby added to Article III of the Existing Agreement to read in its entirety as follows:




          Section 3.10. Storage Tank 56T506. During the period commencing on
mechanical completion of the 56T506 Project (as defined below) and continuing thereafter
until the expiration or termination of this Agreement, Sterling shall use storage tank
56T506 (“Tank 56T506”), having an approximate capacity of ***** gallons, for the
storage of *****or another phthalate ester product selected by BASF that complies with
Sterling’s existing operating permit limitations. Beginning in January of 2010,
Sterling shall implement a project (the “56T506 Project”) for the conversion of
Tank 56T506 to phthalate esters product service. BASF will reimburse Sterling for *****
associated with the 56T506 Project, including its actual out-of-pocket expenses for the
56T506 Project which are currently estimated at $*****; provided, however, that (a) in
the event that **** for all purposes of this Agreement and (b) in the event that *****
for all purposes of this Agreement. Sterling shall invoice BASF on a monthly basis for
***** and BASF shall pay the amount reflected in each such invoice within 15 days after
the date of such invoice. Notwithstanding anything to the contrary contained in this
Agreement, except as expressly provided for in this Section 3.10, BASF shall not be
obligated to reimburse Sterling for any Capital Project or Capital Expenditure
associated with Tank 56T506, even if Sterling deems that such Capital Project or Capital
Expenditure is necessary.



          Section 6. Amendment of Exhibit B of the Existing Agreement. Exhibit B of the
Existing Agreement is hereby amended by removing therefrom the entire row for the Category listed
as ****** therein.




          Section 7. Effect of Amendment. Except as amended and modified by this Amendment, the
Existing Agreement shall continue in full force and effect. The Existing Agreement and this
Amendment shall be read, taken and construed as one and the same instrument. Upon the
effectiveness of this Amendment, each reference in the Existing
Agreement to “this Agreement” shall mean and be a reference to the Existing Agreement as amended
hereby.






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          Section 8. Binding Effect. This Amendment shall inure to the benefit of, and shall be
binding upon the Parties and their respective successors and permitted assigns.




          Section 9. Counterparts. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original but all of which taken together shall constitute one and
the same agreement.




          Section 10. Severability. Should any clause, sentence, paragraph, subsection or
Section of this Amendment be judicially declared to be invalid, unenforceable or void, such
decision will not have the effect of invalidating or voiding the remainder of this Amendment, and
the Parties agree that (a) the part or parts of this Amendment so held to be invalid, unenforceable
or void will be deemed to have been stricken herefrom as if such stricken part or parts had never
been included herein and (b) Parties shall substitute a valid, lawful and enforceable provision,
with economic effects that are as equivalent as reasonably possible, for such invalid,
unenforceable or void part or parts of this Amendment.




          Section 11. Governing Law.  This Amendment Shall Be Construed and Enforced in
Accordance With, and the Rights of the Parties Shall Be Governed By, the Internal Laws of the State
of New Jersey, Without Reference to Principles of Conflicts of Law. 




          Section 12. Entire Agreement. This Amendment and the Existing Agreement set forth all
of the promises, agreements, conditions, understandings, warranties and representations between the
Parties with respect to the matters cover hereby, and supersede all prior agreements, arrangements
and understandings between the Parties, whether written, oral or otherwise. There are no promises,
agreements, conditions, understandings, warranties or representations, oral or written, express or
implied, between the Parties concerning the subject matter hereof or thereof except as set forth
herein or therein.




          In Witness Whereof, the Parties have executed this Amendment effective as of the date
first written above.




	 	 	 	 	 
	Sterling Chemicals, Inc.

	 	BASF Corporation
	 	 
	 
	By: 

	 	By:  

	 	 
	Printed Name:  



	 	Printed Name:  


	 	 
	Title:  



	 	Title:  


	 	 







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