Sample Business Contracts

Guarantee Agreement - Mitsubishi Corp. and Aristech Chemical Corp.

                                   AGREEMENT

This Agreement, made and entered into this 4th day of January, 1995, by and
between Mitsubishi Corporation ("MC") and Aristech Chemical Corporation
("ARS"),

                                  WITNESSETH:

Article 1.  MC's Execution of the Affirmation of Guarantee

         Subject to the other terms and conditions herein contained, MC agrees
to execute and deliver an Affirmation of Guarantee (the "Guarantee
Affirmation") in connection with the amendment of the Term Loan and Revolving
Credit Agreement by and between ARS and Mitsubishi International Corporation,
dated as of August 1st, 1994, as amended as of January 4, 1995 (the "Loan
Agreement").

Article 2.  Guarantee Fee

         In consideration of MC's execution and delivery of the Guarantee
Affirmation and its guarantee of the Loan Agreement, ARS agrees to pay to MC a
guarantee fee calculated on a daily basis as .60 percent of the outstanding
balance of the loan facilities provided under the Loan Agreement (the
"Guarantee Fee"). The Guarantee Fee shall accrue until its payment date.

Article 3.  Payment of Guarantee Fee

         The Guarantee Fee shall be payable semiannually on the last business
day of March and September for the immediately preceding six-month period. All
Guarantee Fee payments shall be made by 5 o'clock P.M. New York time at the
Head Office of The Mitsubishi Bank, Tokyo, Japan for the account of MC.

Article 4.  Indemnity

         ARS hereby irrevocably and unconditionally agrees and undertakes to
indemnify and hold harmless MC against and from all costs, losses, damages,
actions, proceedings, claims, demands, liabilities, charges and expenses of
whatsoever nature and howsoever arising that MC may incur, suffer or sustain or
have imposed on it by reason of, arising in any way out of or in relation to
the guarantee and shall pay to MC immediately on first demand of MC such sum(s)
as MC certifies with proof of payment (any such certificate being conclusive
and binding on the parties hereto).

Article 5.  Old Agreement

         This Agreement supersedes and replaces the Agreement between the
parties hereto dated July 21, 1994 with respect to the payment of a guarantee
fee by ARS to MC.


<PAGE>   2



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate as of the day and year first above written.



MITSUBISHI CORPORATION                          ARISTECH CHEMICAL CORPORATION

/s/ NORIYOSHI FUKUYAMA                          /s/ W. D. WALSTON
----------------------                          -----------------
    Noriyoshi Fukuyama                              W. D. Walston
    General Manager                                 Treasurer
    Aristech Department


<PAGE>   3


                               AMENDED AGREEMENT

This Amendment Agreement is made and entered into as of June 3, 1996, by and
between Mitsubishi Corporation ("MC") and Aristech Chemical Corporation
("ARS").  It is hereby agreed and confirmed with regard to the amendment and
modification of certain provisions of the agreement dated January 4, 1995
between the parties hereto concerning the affirmation of the guarantee letter
issued by MC in favor of Mitsubishi International Corporation (the "Original
Agreement") as follows:

1.       Change of Guarantee Fee Rate.

         The provisions of Article 2 of the Original Agreement shall be amended
         to read in full as follows:

         "Article 2.  Guarantee Fee

         In consideration of MC's execution and deliver of the Guarantee
         Affirmation and its guarantee of the Loan Agreement, ARS agrees to pay
         to MC a guarantee fee calculated on a daily basis as .30 percent of
         the outstanding balance of the loan facilities provided under the Loan
         Agreement (the "Guarantee Fee"). The Guarantee Fee shall accrue until
         its payment date."

         The aforementioned amendment shall be effective on and from June 3,
         1996."

2.       Miscellaneous.

         Except as specifically amended by the foregoing provisions hereof, the
         Original Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to
be executed by their respective representatives thereunto duly authorized as of
the day and year first above written.



MITSUBISHI CORPORATION                        ARISTECH CHEMICAL CORPORATION



/s/ HAJIME KOGA                               /s/ W.D. WALSTON
---------------                               ---------------- 
General Manager                               Treasurer
Aristech Department