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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 TO
FORM T-3
APPLICATION FOR QUALIFICATION OF INDENTURE
UNDER THE TRUST INDENTURE ACT OF 1939
Sterling Chemicals, Inc.
Sterling Chemicals Energy, Inc.
(Names of Applicants)
1200 Smith Street, Suite 1900
Houston, TX 77002
(Address of Principal Executive Offices)
SECURITIES TO BE ISSUED UNDER THE
INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
10% Senior Secured Notes due 2007 $94,340,278.56
Approximate date of proposed public offering: As soon as
practicable after the date of this Application for
Qualification.
Name and address of agent for service: Copies to be sent to:
Kenneth H. Hale, Esq. Alan G. Straus Esq.
Sterling Chemicals, Inc. Skadden, Arps, Slate,
1200 Smith Street, Suite 1900 Meagher & Flom
Houston, TX 77002 Four Times Square
New York, New York 10036
(212) 735-3000
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The Applicant hereby amends this application for qualification on such date
or dates as may be necessary to delay its effectiveness until: (i) the 20th
day after the filing of a further amendment which states that it shall
supercede this amendment, or (ii) such date as the Commission, acting pursuant
to Section 307(c) of the Act, may determine upon the written request of the
Applicant.
1. General Information
(a) Sterling Chemicals, Inc., a Delaware corporation (the
"Corporation") and Sterling Chemicals Energy, Inc. (the "Guarantor") are
Delaware corporations. The name under which the Corporation was originally
incorporated was STX Chemicals Corp., which was subsequently changed to Sterling
Chemicals, Inc. pursuant to that certain Certificate of Amendment of the
Certificate of Incorporation of STX Chemicals Corp. filed with the Secretary of
State of the State of Delaware on August 21, 1996.
(b) The Corporation was organized under the laws of the State of
Delaware on May 10, 1996. The Guarantor was organized under the laws of the
State of Delaware on May 17, 1989.
2. Securities Act Exemption Applicable
The Corporation will issue, pursuant to the terms of the Joint
Plan of Reorganization of Sterling Chemicals Holdings, Inc. and its
affiliated debtors-in-possession (the "Debtors"), as amended (the "Plan")
under Title 11 of the United States Code (the "Bankruptcy Code"), 10%
Senior Secured Notes due 2007 (the "Notes") on the later of the date on
which the Debtors consummate the Plan (the "Effective Date") and the date
of the qualification of the Indenture (as defined below) pursuant to this
application. The Plan was confirmed on November 20, 2002, by the United
States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy
Court"). The Notes will be issued pursuant to an indenture between the
Corporation, the Guarantor and National City Bank, as Trustee (the
"Indenture") which is the subject of this application. Capitalized terms
used herein and which are not otherwise defined shall have the meaning
ascribed to them in the Plan. Pursuant to the Plan, the holders of Old 12
3/8% Secured Note Claims (the "Claims") shall receive the Notes in exchange
for their Claims.
The Corporation and the Guarantor (the "Applicants") rely upon the
exemption from the registration requirements of the Securities Act of 1933,
as amended (the "Securities Act"), available pursuant to Section 1145(a)(1)
of the Bankruptcy Code, which exempts the issuance of securities from the
registration requirements of the Securities Act and equivalent state
securities and "blue sky" laws under circumstances where (i) the securities
are issued by a debtor, a debtor's affiliate participating in a joint plan
of reorganization with the debtor, or a successor of the debtor under a
plan of reorganization, (ii) the recipients of the securities hold a claim
against, an interest in, or a claim for an administrative expense against,
the debtor, and (iii) the securities are issued entirely in exchange and
partly for cash or property. The Applicants believe that the issuance of
the Notes contemplated by the Plan will satisfy these requirements. The
Corporation, the issuer of the Notes, is one of the Debtors. The Notes are
being issued pursuant to the Plan in exchange for the Claims. The fact that
the Corporation or its affiliates may also provide other property in
exchange for the Claims is not relevant.
AFFILIATIONS
3. Affiliates
The following table sets forth the Affiliates of the Corporation as of
November 29, 2002, including their respective percentages of voting securities,
or other bases of control.
Sterling Chemicals Holdings, Inc., a Delaware corporation, owns 100% of the
voting securities of all of the subsidiaries listed below:
Sterling Chemicals, Inc., a Delaware corporation which owns 100% of
Sterling Chemicals Energy, Inc., a Delaware corporation
Sterling Fibers, Inc., a Delaware corporation
Sterling Chemicals International, Inc., a Delaware corporation
and
Sterling Canada, Inc., a Delaware corporation which owns 100% of:
Sterling Pulp Chemicals US, Inc., a Delaware
corporation which owns 100% of
Sterling Pulp Chemicals, Inc., a Georgia corporation
and
Sterling Pulp Chemicals, Ltd., an Ontario corporation
which owns 100% of
Sterling Pulp Chemicals (Australia) Pty
Limited, an Australia corporation
Sterling NRO, Ltd., an Ontario corporation
Sterling Chemicals Marketing, Inc., a
Barbados corporation and
Sterling Chemicals Acquisitions, Inc., a Delaware
corporation which owns 100% of
Sterling (Sask) Holdings, Ltd., an Ontario
corporation which owns 100% of
Sterling Pulp Chemicals (Sask) Ltd., an
Ontario corporation which owns 100% of
619220 Saskatchewan Ltd., a
Saskatchewan corporation
Sterling Australia Holdings, Inc.,
a Delaware Corporation and
Sterling Pulp Chemicals Fuzhou, Ltd.,
an Ontario corporation.
The following table sets forth the Affiliates of the Corporation
as of the Effective Date, including their respective percentages of voting
securities, or other bases of control. Pursuant to the Plan, certain
restructuring transactions will occur on or prior to the Effective Date,
including without limitation, the merger of Sterling Chemicals Holdings,
Inc. with and into the Corporation prior to the Effective Date, the sale of
pulp chemicals business on the Effective Date and the transfer of Sterling
Fibers, Inc. and Sterling Chemicals International, Inc. to a newly formed
entity owned by members of local senior management of Sterling Fibers, Inc.
on the Effective Date. As of the Effective Date, the Guarantor will be a
100% owned subsidiary of the Corporation.
Percentage of Voting Securities
to be Owned on the
Effective Date
Sterling Chemicals Energy, Inc. 100%
Sterling Chemicals Marketing, Inc. 100%
MANAGEMENT AND CONTROL
4. Directors and Executive Officers
The following table lists the names and offices held by all directors
and executive officers of the Corporation as of November 29, 2002. The mailing
address for each of the individuals listed in the following table is:
c/o Sterling Chemicals, Inc.
1200 Smith Street, Suite 1900
Houston, TX 77002
Name Office
David G. Elkins President, Co-Chief Executive Officer
and Director
Frank J. Hevrdejs Director
Hunter Nelson Director
Rolf H. Towe Director
Richard K. Crump Co-Chief Executive Officer and Director
Paul G. Vanderhoven Chief Financial Officer and
Vice-President Finance
Frank P. Diassi Director
Robert W. Roten Director
Kenneth M. Hale, Esq. General Counsel and Assistant Secretary
The following table lists the names and offices to be held by all
directors and executive officers of the Corporation as of the Effective Date
(such information is provided, as required by Form T-3, on the basis of
present information). The mailing address for each of the individuals listed
in the following table is:
c/o Sterling Chemicals, Inc.
1200 Smith Street, Suite 1900
Houston, TX 77002
Name Office
James B. Rubin Director
Robert T. Symington Director
Byron J. Haney Director
Marc S. Kirschner Director
Keith R. Whittaker Director
Ronald A. Rittenmeyer Director
John Gildea Director
David G. Elkins President, Co-Chief Executive
Officer and Director
Richard K. Crump Co-Chief Executive Officer and
Director
Paul G. Vanderhoven Chief Financial Officer and
Vice-President Finance
Kenneth M. Hale, Esq. General Counsel and Assistant
Secretary
5. Principal Owners of Voting Securities.
As of November 29, 2002, (i) the Corporation owned 100% of the voting
securities of the Guarantor and (ii) Sterling Chemicals Holdings, Inc., 1200
Smith Street, Suite 1900 Houston, TX 77002, directly owned 100% of the
voting securities of the Corporation.
After the Effective Date, (i) the Corporation will own 100% of voting securities
of the Guarantor and will constitute the only principal owner of such
securities and (ii) the principal owners of the Corporation's voting securities
will be as follows (See Note 1):
------------------------------------------ --------------------------- ------------------ ---------------------------------
Name and Complete Mailing Address Title of Class Owned Amount Owned Percentage of Voting Securities
Owned
------------------------------------------ --------------------------- ------------------ ---------------------------------
Resurgence Asset Management, L.L.C. Convertible Preferred 2,175 shares Between 43.5% and 87% depending
10 New King Street Stock, par value $0.01 on outcome of Rights Offering.
White Plains, New York 10604 per share See Note 2.
("Resurgence")
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Note 1. Pursuant to the Plan, Holders of General Unsecured Claims,
Old Unsecured Note Claims and Self-Insured Tort Claims (the "Unsecured
Claims") will receive 11.7% of the Corporation's Common Stock. At the time of
this filing it is not determinable if any individual holder(s) of Unsecured
Claims beside Resurgence will constitute a "principal owner of voting
securities" after the Effective Date
Note 2. Resurgence is the stand-by purchaser in the Rights Offering,
and depending on the level of participation in the Rights Offering by other
eligible claim holders, Resurgence may also purchase up to 2,175,000 shares of
the Corporation's Common Stock.
UNDERWRITERS
6. Underwriters
(a) Donaldson Lufkin and Jenrette ("DLJ"), acted as underwriter
for the Corporation's 12-3/8% Senior Secured Notes due 2006. In November
2000, DLJ merged with Credit Suisse First Boston Corporation, whose
principal business address is Eleven Madison Avenue, New York, N.Y.
10010-3629.
(b) The Applicant will not retain any underwriters in connection
with the proposed issuance of the New Notes.
CAPITAL SECURITIES
7. Capitalization
(a) The Corporation was incorporated on May 10, 1996, and, as of the
date of this Application, all of its capital stock is held by Sterling
Chemicals Holdings, Inc. a Delaware corporation ("Holdings"). Under the Plan,
Holdings will be merged with and into the Corporation prior to the Effective
Date. The debt securities and capital stock of the Corporation as of the
Effective Date will be as follows:
Amount Authorized Amount Outstanding
Capital Stock (in number of shares)
Common Stock, par value $0.01 per share.............. 10,000,000 2,825,000
Convertible Preferred Stock, par value $0.01 per
share.................................................... 25,000 2,175
Debt Securities:
Senior Secured Notes due 2007......................... $94,340,278.56 $94,340,278.56
(b) The holders of common stock will have one vote per share. The
holder of each share of Convertible Preferred Stock will have the right to
one vote for each share of common stock which such Convertible Preferred
Stock could then be converted, and with respect to such vote, such holder
will have full voting rights and powers equal to the voting rights and
powers of the holders of the common stock. The Convertible Preferred Stock
will vote together with the common stock as a single class on any matters
presented to a vote of stockholders.
INDENTURE SECURITIES
8. Analysis of Indenture Provisions
The following is a general description of certain provisions of the
Indenture to be qualified and is subject in its entirety by reference to the
form of the Indenture to be qualified, filed as Exhibit T3C hereto. Terms used
below have the meanings ascribed to them in the Indenture.
(a) Defaults under the Indenture.
The events of Default set forth in Section 6.01 of the Indenture
include:
(i) a default in any payment of interest on any Note when the same
becomes due and payable, and such default continues for a period of 30 days;
(ii) a default in the payment of the principal of or premium on any
Note when the same becomes due and payable at its Stated Maturity, upon
redemption, upon declaration, upon required repurchase or otherwise;
(iii) the failure by the Company to comply with provisions of the
Indenture relating to limitations on the payment of dividends (Section
4.07), certain restricted payments and mergers (Section 4.08), certain
Excluded Subsidiaries (Section 4.21), consolidations or Sales of Assets
(Section 5.01) or a default by a Subsidiary Guarantor under any Subsidiary
Guarantee;
(iv) the failure by the Company to observe or perform any of its
obligations under the provisions of the Indenture relating to Asset Sales
(Section 4.11), a required Offer to Repurchase Upon a Change of Control
(Section 4.15) or sale of certain facilities (Section 4.16) (in each case,
other than a failure to purchase Notes), or under the provisions of the
Indenture relating to the furnishing of periodic reports to holders of the
Notes (Section 4.03), restrictions on Subsidiary distributions (Section
4.09), limitations on Debt (Section 4.10) and transactions with Affiliates
(Section 4.12) or Capital Expenditures (Section 4.20) for 30 days after
receipt by the Company of a written notice to the Company by the Trustee or
the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding;
(v) the failure by the Company to observe or perform any other
covenant, representation, warranty or other agreement in the Indenture or the
Notes or any Security Document for 60 days after notice to the Company by the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes then outstanding;
(vi) a default under any mortgage, indenture or instrument (including
the Security Documents) under which there may be issued or by which there may
be secured or evidenced any Debt for money borrowed by the Company or any of
its Subsidiaries (or the payment of which is Guaranteed by the Company or any
of its Subsidiaries) whether such Debt or Guarantee now exists, or is created
after the date hereof, which default:
(a) is caused by failure to pay principal of or premium, if
any, or interest on such Debt prior to the expiration of the grace
period provided in such Debt on the date of such default ("Payment
Default"); or
(b) results in the acceleration of such Debt prior to its
express maturity; and, in each case, the principal amount of any such
Debt, together with the principal amount of any other such Debt under
which there has been a Payment Default or the maturity of which has
been so accelerated, aggregates $5.0 million or more;
(vii) (i) the repudiation by the Company or any Subsidiary of any of
its respective obligations under the Security Documents; (ii) the
unenforceability of any of the Security Documents against the Company or any
Subsidiary in any material respect for any reason which, in such case, shall
continue unremedied for 30 days after the earlier of the date on which (A) a
Responsible Officer of the Company becomes aware of such repudiation or
unenforceability or (B) a written notice thereof shall have been given to the
Company by the Trustee or the Holders of a majority in aggregate principal
amount of the Notes then outstanding; or (iii) the loss of the perfection or
priority of any material portion of the Liens granted by the Company or a
Subsidiary pursuant to the Security Documents for any reason (other than as
permitted in the Indenture, the Security Agreement or as otherwise agreed to
by the Trustee and Holders of a majority in aggregate principal amount of the
Notes then outstanding);
(xiii) any final non-appealable judgment or decree not covered by
insurance or as to which the insurance carrier has denied responsibility for
the payment of money in excess of $5.0 million is rendered against the Company
or any Subsidiary and is not discharged and there is a period of 60 days
following such judgment during which such judgment or decree is not
discharged, waived or the execution thereof stayed;
(ix) certain events of bankruptcy or insolvency relating to the
Corporation or certain of its Subsidiaries as specified in the Indenture; and
(xi) any Subsidiary disavows any of its obligations under its
Guarantee of the Notes.
(b) Authentication and Delivery of the Notes.
As set forth in Section 2.02 of the Indenture, two Officers shall
sign the Notes for the Company by manual or facsimile signature. The Company's
seal shall be reproduced on the Notes and may be in facsimile form.
If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be
valid.
A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under the Indenture.
The Trustee shall, upon a written order of the Company signed by two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to (i) the aggregate principal amount stated in paragraph 4 of the Notes and
(ii) the aggregate principal amount of any Additional Notes to be issued in
lieu of payment of interest on the Notes in cash upon delivery of an
Authentication Order as specified in the Indenture. In the event of the
issuance of any Additional Notes in respect of payment of interest on the
Global Note, the Trustee shall notify the Depositary of an increase in the
amount of the Global Note and record the amount of any increase in the
aggregate principal amount of the Global Note to reflect the issuance of any
such Additional Notes.
The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in the Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or
an Affiliate of the Company.
(c) Release or Substitution of Property.
As set forth in Section 10.03 of the Indenture and in the Security
Documents, the Trustee shall not direct the Collateral Agent to release any
Collateral subject to the lien of the Indenture unless such release is in
accordance with the provisions of the Security Documents and Section 314(d) of
the 1939 Act.
Pledged Collateral may be released from the Lien and security
interest created by the Security Documents at any time or from time to time
in accordance with the provisions of the Security Documents or as provided
in the Indenture upon the earlier to occur of (i) the date on which all
obligations under the Indenture and certain fees specified in the Security
Agreement (the "Obligations") have been irrevocably paid in full or
otherwise satisfied, (ii) the latest of (x) the day of the legal defeasance
of all of the Obligations owing to the Holders pursuant to Section 8.02 of
the Indenture (other than those surviving Obligations owing to the Holders
specified therein); and (y) the date of payment in full of all Obligations,
and (iii) the latest of (x) such other termination date as is provided in
the Indenture and (y) the date of payment in full of all Obligations. In
addition, upon the request of the Company pursuant to an Officers'
Certificate certifying that all conditions precedent under the Indenture
have been met and stating whether or not such release is in connection with
an Asset Disposition or a Sale of the Texas City Facilities (at the sole
cost and expense of the Company) the Collateral Agent shall release Pledged
Collateral that is sold, conveyed or disposed of in compliance with the
provisions of the Indenture, provided that certain conditions under the
Indenture are met. Upon receipt of such Officers' Certificate, the
Collateral Agent shall execute, deliver or acknowledge any necessary or
proper instruments of termination, satisfaction or release to evidence the
release of any Pledged Collateral permitted to be released pursuant to the
Indenture or the Security Documents.
(d) Satisfaction and Discharge of the Indenture.
The Indenture shall cease to be of further effect (except as to
surviving rights of registration of transfer or exchange of Notes therein
expressly provided for) when (1) all Notes authenticated and delivered
under the Indenture have been delivered to the Trustee for cancellation
under Section 2.11 of the Indenture; or (2) all Notes are redeemed by the
Company in accordance with the provisions of Article III of the Indenture
concerning the redemption and repayment of the Notes, including, without
limitation: (i) the provision of an Officer's Certificate (Section 3.01),
(ii) the giving of a required notice of redemption (Section 3.03); (iii)
the deposit of the redemption price with the Trustee or Paying Agent
(Section 3.05), (iv) the conditions on optional redemption or mandatory
redemption (Section 3.07 and 3.08) and (v) mandatory redemption in the
event of certain Asset Dispositions under Section 4.11 (Section 3.09).
The Issuer may effect a defeasance under Section 8.02 of the
Indenture (i.e., the Issuer shall have been deemed to have discharged
certain of its obligations under the Indenture, including the Indebtedness
represented by such Notes subject to the limitations set forth in Section
8.02), or a covenant defeasance under Section 8.03 (i.e., the release of
certain covenant obligations of the Issuer and the Guarantor under the
Indenture) with respect to the defeased Notes upon the satisfaction of
certain conditions, including, (1) the irrevocable deposit by the Issuer
with the Trustee in trust, for the benefit of the Holders of such Notes,
trust funds which constitute (a) United States dollars in an amount, or (b)
U.S. Government Obligations, or (c) a combination thereof, sufficient to
pay and discharge (and which shall be applied by the Trustee to pay and
discharge) the principal of, interest and premium, if any, on such defeased
securities on the Stated Maturity of such principal or installment of
principal or interest, (2) the delivery to the Trustee of certain
prescribed opinions of counsel (including an opinion with respect to
certain U.S. Federal income tax and Canadian federal or provincial income
tax matters in connection with a covenant defeasance) and the delivery to
the Trustee of certain prescribed Officers' Certificates of the Issuer, (3)
that (x) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit; or (y) in so far as clauses (x)
specified in paragraph A (Events of Default) above are concerned, at any
time during the period ending on the 91st day after the date of deposit, or
(4) that such defeasance or covenant defeasance shall not have resulted in
a breach or violation of, nor constitute a default under, any material
agreement or instrument (other than the Indenture) to which the Issuer or
any of its subsidiaries or any Guarantor is a party or by which it is
bound.
(e) Evidence of Compliance with Conditions.
(1) As set forth in Section 4.04, the Indenture requires that the
Corporation and each Subsidiary Guarantor will deliver to the Trustee:
within 90 days after the end of each Fiscal Year, an Officers' Certificate
stating that a review of the activities of the Company and its Subsidiaries
during the preceding Fiscal Year has been made under the supervision of the
signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under the Indenture and
the Security Documents, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the
Company has kept, observed, performed and fulfilled each and every covenant
contained in the Indenture and the Security Documents and is not in default
in the performance or observance of any of the terms, provisions and
conditions of the Indenture or the Security Documents (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or
Events of Default of which he or she may have knowledge and what action the
Company is taking or proposes to take with respect thereto) and that to the
best of his or her knowledge no event has occurred and remains in existence
by reason of which payments on account of the principal of or interest, if
any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes
to take with respect thereto; and
(2) the Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, within 5 days after the occurrence of
any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto.
9. Other Obligors (Guarantor)
Sterling Chemicals Energy, Inc.
1200 Smith Street, Suite 1900
Houston, TX 77002
Contents of Application for Qualification. This application for
qualification comprises:
(a) Pages numbered 1 to 8 consecutively.
(b) The statement of eligibility and qualification on Form
T-1 of National City Bank Trustee under the Indenture to be qualified
(previously filed).
(c) The following Exhibits in addition to those filed as part
of the statement of eligibility and qualification of such Trustee:
Exhibit T3A-1 - Certificate of Incorporation of Sterling
Chemicals, Inc. as in effect on November 29, 2002,
incorporated by reference from Exhibit 3.2 to the
Corporation's Annual Report on Form 10-K for the
fiscal year ended September 30, 1996.
Exhibit T3A-2 - Form of Certificate of Incorporation of
Sterling Chemicals, Inc. to be filed as of a
date at least ten days prior to the Effective
Date pursuant to the Plan (previously filed).
Exhibit T3A-3 - Amended and Restated Certificate of Incorporation
of Sterling Chemicals, Inc., as in effect on the
date of filing hereof (previously filed).
Exhibit T3B-1 - Bylaws of Sterling Chemicals, Inc. as of November
29, 2002 incorporated by reference from Exhibit
3.2 to the Corporation's Registration Statement on
Form S-4 (Registration No. 333-87471).
Exhibit T3B-2 - Proposed Bylaws of Sterling Chemicals, Inc.
(previously filed).
Exhibit T3B-3 - Restated Bylaws of Sterling Chemicals, Inc.,
as in effect on the date of filing hereof
(previously filed).
Exhibit T3B-4 - Certificate of Incorporation of Sterling
Chemicals Engergy, Inc., as in effect on the
date of filing hereof (filed herewith).
Exhibit T3B-5 - Bylaws of Sterling Chemicals Energy, Inc.
as in effect on the date of filing hereof
(filed herewith)
Exhibit T3C - Indenture between Sterling Chemicals,
Inc., Sterling Chemical Energy, Inc., as
Guarantor and National City Bank, as Trustee
dated December 19, 2002 (filed herewith).
Exhibit T3D - Not applicable.
Exhibit T3E - Joint Disclosure Statement of the Applicant
pursuant to Section 1125 of the Bankruptcy Code
dated October 14, 2002 (previously filed).
Exhibit T3F - Cross-reference sheet (previously filed).
Exhibit 25.1 - Form T-1 qualifying National City Bank as Trustee
under the Indenture to be qualified
(previously filed).
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicants, Sterling Chemicals, Inc. and Sterling Chemicals Energy, Inc.,
corporations organized and existing under the laws of the State of Delaware,
have duly caused this application to be signed on their behalf by the
undersigned, thereunto duly authorized, and their seal to be hereunto affixed
and attested, all in the City of Houston, Texas on December 19, 2002.
STERLING CHEMICALS, INC.
By: /s/ David G. Elkins
____________________________
David G. Elkins, President
[SEAL]
Attest:
/s/ Kenneth H. Hale
_____________________________
Assistant Secretary
[SEAL] STERLING CHEMICALS ENERGY, INC.
By: /s/ David G. Elkins
____________________________
David G. Elkins, President
Attest:
/s/ Kenneth H. Hale
_____________________________
Assistant Secretary