##### 



AMENDED AND RESTATED SECURITY AGREEMENT
 Agreement Borrower Borrowers Article I Grantor Grantors Administrative Agent
 RECITALS
 Existing Credit Agreement Existing Security Agreement
 Credit Agreement Lenders




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Certain Terms
 Administrative Agent preamble
 Agreement preamble
 Borrower Borrowers preamble
 Collateral Section 2.1
 Computer Hardware and Software Collateral
  clause (a)
  clauses (a) (c)
  2




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Copyright Collateral
 Credit Agreement recital B
 Disposition
 Excluded Contracts
 Excluded Equipment
 Excluded Equity
 Excluded Intellectual Property
 Existing Credit Agreement recital A
 Existing Security Agreement recital A
 Grantor Grantors preamble
 Intellectual Property Collateral
 Lenders recital B
 3




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Patent Collateral
  clause (a)
  clauses (a) (b) clause (c)
 Real Property Exhibit A
 Receivable
 Sale/Leaseback Transaction
 Termination Date
 Trademark Collateral
 clause (a) Trademark
 4




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clauses
(a) (b)
 clauses (a) (c)
 clauses (a) (c)
 Trade Secrets Collateral Trade
Secret
 U.C.C.
 Credit Agreement Definitions
 U.C.C. Definitions
 
 5




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Grant of Security Collateral
             6




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Security for Obligations
 Continuing Security Interest
    clause (c) Section 10.11 Section 7.1.12 provided Section 2.5 Section 6.4
 7




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Grantor Remains Liable
    Security Interest Absolute
   8




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Postponement of Subrogation, etc provided however
   9




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Representations and Warranties Article III
 Location of Collateral, etc Item 3 of
the Perfection Certificate Item 3 of the Perfection Certificate Item 3 of the Perfection Certificate Item 1(d) of the Perfection
Certificate Item 1(a) of the Perfection
Certificate Item 1(c) of the Perfection Certificate Section 4.6 Item 13
of the Perfection Certificate
 Ownership, No Liens, etc
 Possession and Control
 10




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Negotiable Documents, Instruments and Chattel Paper
 Intellectual Property Collateral
       Validity, etc Section 3.8(b) Section 7.2.3
 Authorization, Approval, etc
 11




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Compliance with Laws
 Commercial Tort Claims
 
 Certain Covenants Article IV
 As to Equipment and Inventory
 Section 3.2 Article III first sentence Section 4.6
   12




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As to Receivables Section 3.5 Section 4.6(a) Section 3.2 Section 3.2 first sentence Section 4.6
  Section 7.2.19
   13




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As to Collateral
  As to Intellectual Property Collateral
  14




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clauses (a) (b)
  15




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Further Assurances, etc
      16




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Insurance
   Commercial Tort Claims
 
 Administrative Agent Appointed Attorney-in-Fact
  clause (a)
  Section 4.6
 17




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Administrative Agent May Perform Section 6.3
 Administrative Agent Has No Duty
   Reasonable Care provided
 
 Certain Remedies
   18




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Section 10.3 Section 6.3
       19




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Section 6.1(c) provided
 20




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Compliance with Restrictions
 Indemnity and Expenses
     
 Loan Document
 Amendments; etc
 21




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Protection of Collateral
 Addresses for Notices
 Headings
 Severability
 Counterparts; Effectiveness
 Governing Law THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
 22




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Additional Grantors Annex I
 Restatement of Existing Security Agreement
 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
 23




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GRANTORS:STERLING CHEMICALS, INC.ByPaul G. VanderhovenSenior Vice President  Finance andChief Financial OfficerSTERLING CHEMICALS ENERGY, INC.ByPaul G. VanderhovenVice President
 Signature Page to Security Agreement




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ADMINISTRATIVE AGENT:THE CIT GROUP/BUSINESS CREDIT, INC., as
     Administrative Agent, on behalf of the Secured
     PartiesBy:Chad RamseyVice President
 Signature Page to Security Agreement




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Supplement Security Agreement Section 7.9 Grantor Grantors     Additional Grantor
 RECITALS
 Credit Agreement Borrower Borrowers Lenders
    Section 7.9




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Section 7.9 Additional Collateral
   [all Commercial Tort Claims described on Schedule I attached
hereto] 1
        
 1
    
    Item to be deleted if the Additional Grantor
does not have any Commercial Tort Claims.




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Article III




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[NAME OF ADDITIONAL GRANTOR]ByName:
Title:
  
  ByName:
Title:




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##### 



Commercial Tort Claims2
 
 2
    
    Schedule I to be deleted if the Additional
Grantor does not have any Commercial Tort Claims




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[I][II]
 Perfection Certificate Information for Additional Grantor
 Names and Business Qualifications
 Jurisdictions WhereOrganizational
    
    
    Qualified to TransactJurisdiction of
    
    
    Identification
    
    
    Business as a ForeignName
    
    Incorporation
    
    
    Number
    
    
    Corporation
    Taxpayer Identification Numbers
 Current Locations




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not identified above
  e.g.
 Intentionally Omitted
 Consigned Inventory
 Inventory Located Outside of U.S.
 Method of Shipment of Inventory e.g etc
 Unusual Transactions
 Government Contracts
 Patents




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Trademarks
 Registered Trademarks
       Trademark Applications:
      Copyrights
 Copyrights




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Copyright Applications:
      Investment Property
 Material Contract Rights