Preview | Registration Rights Agreement |

Sterling Chemicals, Inc, a Delaware corporation (the Company), is issuing and selling to Jefferies & Company, Inc. and CIBC World Markets Corp. (each an Initial Purchaser and collectively, the Initial Purchasers), upon the terms set forth in the Purchase Agreement, dated March 26, 2007, by and among the Company, the Initial Purchasers and the guarantor named therein (the Purchase Agreement), $150,000,000 aggregate principal amount of 10¹/4% Senior Secured Notes due 2015 issued by the Company (each, together with the related guarantee, a Note and collectively, the Notes). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors (as defined below) agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:

Closing Date: March 29, 2007.

Company: See the introductory paragraph to this Agreement.

Effectiveness Date: The 270^th day after the Issue Date.

Effectiveness Period: See Section 3(a).

Event Date: See Section 4(b).

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

Exchange Notes: Senior Secured Notes due 2015 of the Company registered under the Securities Act, identical in all material respects to the Notes, including the guarantee endorsed thereon, except for restrictive legends and additional interest provisions.

Exchange Offer: See Section 2(a).

Exchange Offer Registration Statement: See Section 2(a).

Filing Date: The 180^th day after the Issue Date.

Guarantors: Each subsidiary of the Company that guarantees the obligations of the Company under the Notes and the Indenture.

Holder: Any registered holder of Registrable Notes.

Indemnified Party: See Section 8(c).

Indemnifying Party: See Section 8(c).

Indenture: The Indenture, dated as of the Closing Date, among the Company, the Guarantors and U.S. Bank National Association, as trustee, pursuant to which the Notes are being issued, as amended or supplemented from time to time in accordance with the terms hereof.

Initial Purchasers: See the introductory paragraph to this Agreement.

Initial Shelf Registration Statement: See Section 3(a).

Inspectors: See Section 6(o).

Issue Date: March 29, 2007.

Lien: Has the meaning set forth in the Indenture.

Losses: See Section 8(a).

Maximum Contribution Amount: See Section 8(d).

NASD: National Association of Securities Dealers, Inc.

Notes: See the introductory paragraph to this Agreement.

Participating Broker-Dealer: See Section 2(e).

Person: An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm, government or agency or political subdivision thereof, or other legal entity.

Private Exchange: See Section 2(f).

Private Exchange Notes: See Section 2(f).

Prospectus: The prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Notes covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

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