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                                                                    EXHIBIT 4.2

              FIXED ASSETS SECURED PARTIES PARENT PLEDGE AGREEMENT

         THIS FIXED ASSETS SECURED PARTIES PARENT PLEDGE AGREEMENT (as amended,
supplemented, amended and restated or otherwise modified from time to time, this
"Pledge Agreement"), dated as of July 19, 2001, is made between STERLING
CHEMICALS HOLDINGS, INC., a Delaware corporation (the "Pledgor"), and THE CIT
GROUP/BUSINESS CREDIT, INC., as Administrative Agent (such capitalized term and
all other capitalized terms not otherwise defined herein shall have the meanings
provided for or incorporated by reference in Article I below) for each of the
Fixed Assets Secured Parties.

                                   RECITALS:


         A. Sterling Chemicals, Inc., a Delaware corporation (the "Company"),
Sterling Canada, Inc., a Delaware corporation, Sterling Pulp Chemicals US, Inc.,
a Delaware corporation, Sterling Pulp Chemicals, Inc., a Georgia corporation,
Sterling Fibers, Inc., a Delaware corporation, Sterling Chemicals Energy, Inc.,
a Delaware corporation, and Sterling Chemicals International, Inc., a Delaware
corporation, (collectively, the "Borrowers") are Wholly-Owned Subsidiaries of
the Pledgor.

         B. The Pledgor and the Borrowers have elected to file voluntary
petitions with the United States Bankruptcy Court for the Southern District of
Texas and have continued in possession of their respective assets and management
of their respective businesses pursuant to Sections 1107 and 1108 of the
Bankruptcy Code.

         C. Pursuant to a Revolving Credit Agreement, dated as of even date
herewith (as amended, supplemented, amended and restated or otherwise modified
from time to time, the "Credit Agreement"), among the Borrowers, the various
financial institutions as are, or may from time to time become, parties thereto
(the "Lenders"), and the Administrative Agent, the Lenders and the Issuer have
extended Commitments to make Credit Extensions to the Borrowers.

         D. The Pledgor owns 100% of the Capital Securities of the Company.

         E. As a condition precedent to the making of any Credit Extension under
the Credit Agreement, the Pledgor is required to execute and deliver this Pledge
Agreement.

         F. The Pledgor has duly authorized the execution, delivery and
performance of this Pledge Agreement.

         G. It is in the best interest of the Pledgor to execute this Pledge
Agreement inasmuch as the Pledgor will derive substantial direct and indirect
benefits from the Credit Extensions made from time to time to the Borrowers by
the Lenders pursuant to the Credit Agreement.

         NOW THEREFORE, for good and valuable consideration the receipt of which
is hereby acknowledged, and in order to induce the Fixed Assets Lenders to make
Fixed Assets Loans


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(including the initial Fixed Assets Loans) to the Borrowers pursuant to the
Credit Agreement, the Pledgor and the Administrative Agent, for the ratable
benefit of each Fixed Assets Secured Party, agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         SECTION 1.1. Certain Terms. The following terms (whether or not
underscored) when used in this Pledge Agreement, including its preamble and
recitals, shall have the following meanings (such definitions to be equally
applicable to the singular and plural forms thereof):

         "Administrative Agent" is defined in the preamble.

         "Borrowers" is defined in recital A.

         "Capital Securities" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such Person's equity (including any instruments
convertible into equity), whether now outstanding or issued after the Effective
Date.

         "Collateral" is defined in Section 2.1.

         "Company" is defined in recital A.

         "Credit Agreement" is defined in recital C.

         "Distributions" means all stock dividends, liquidating dividends,
Capital Securities resulting from (or in connection with the exercise of) stock
splits, reclassifications, warrants, options, non-cash dividends, mergers or
consolidations, and all other distributions (whether similar or dissimilar to
the foregoing) on or with respect to any Pledged Shares or other Capital
Securities constituting Collateral, but shall not include Dividends.

         "Dividends" means cash dividends and cash distributions with respect to
any Pledged Shares or other Pledged Property made in the ordinary course of
business, but shall not include liquidating dividends.

         "Fixed Assets Termination Date" means the date on which all Fixed
Assets Obligations have been paid in full in cash, all Rate Protection
Agreements where the counterparty is a Fixed Assets Lender (or its Affiliate)
have been terminated and the Fixed Assets Loan Commitment shall have terminated.

         "Lenders" is defined in recital C.

         "Pledge Agreement" is defined in the preamble.

         "Pledged Property" means all Pledged Shares, all other pledged Capital
Securities, all other equity securities, all assignments of any amounts due or
to become due with respect


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thereto, all other instruments which are now being delivered by the Pledgor to
the Administrative Agent or may from time to time hereafter be delivered by the
Pledgor to the Administrative Agent for the purpose of pledge under this Pledge
Agreement or any other Loan Document, and all proceeds of any of the foregoing.

         "Pledged Share Issuer" means the Company.

         "Pledged Shares" means 100% the Capital Securities of the Pledged Share
Issuer.

         "Pledgor" is defined in the preamble.

         "Securities Act" is defined in clause (a) of Section 6.2.

         SECTION 1.2. Credit Agreement Definitions. Unless otherwise defined
herein or the context otherwise requires, terms used in this Pledge Agreement,
including its preamble and recitals, have the meanings provided in the Credit
Agreement.

         SECTION 1.3. U.C.C. Definitions. Unless otherwise defined herein or the
context otherwise requires, terms for which meanings are provided in the U.C.C.
are used in this Pledge Agreement, including its preamble and recitals, with
such meanings; provided, that, (a) in the event any term that is used herein is
not defined in Article 9 of the U.C.C., as in effect on the date hereof, but is
thereafter defined in Article 9 of the U.C.C., such term shall have the meaning
ascribed to such term in Article 9 of the U.C.C. as thereafter defined, and (b)
in the event that any term that is used herein is defined in both Article 9 of
the U.C.C., as in effect on or after the date hereof and Article 9 of the U.C.C.
as in force at any relevant time hereafter, the meaning to be ascribed to such
term herein shall be the most encompassing of such definitions.

                                   ARTICLE II
                                     PLEDGE

         SECTION 2.1. Grant of Security Interest. Effective upon entry of the
Interim Order, the Pledgor hereby pledges, hypothecates, assigns, charges,
delivers and transfers to the Administrative Agent, for the ratable benefit of
each of the Fixed Assets Secured Parties, and hereby grants to the
Administrative Agent, for the ratable benefit of the Fixed Assets Secured
Parties, a continuing security interest in, all of the following property
(collectively, the "Collateral"):

                  (a) all issued and outstanding Capital Securities of the
         Pledged Share Issuer identified in Attachment 1 hereto;

                  (b) all other Capital Securities of the Pledged Share Issuer
         issued from time to time to the Pledgor;

                  (c) all other Pledged Property, whether now or hereafter
         delivered to the Administrative Agent in connection with this Pledge
         Agreement;

                  (d) all Dividends, Distributions and other payments and rights
         with respect to any Pledged Property; and

                  (e) all proceeds of any of the foregoing.

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         SECTION 2.2. Security for Fixed Assets Obligations. This Pledge
Agreement secures the payment in full and in cash of all Fixed Assets
Obligations.

         SECTION 2.3. Delivery of Pledged Property. All certificates or
instruments representing or evidencing any Collateral, including all Pledged
Shares, shall be delivered to and held by or on behalf of the Administrative
Agent pursuant hereto (or to a party who will hold such Pledged Securities
pursuant to arrangements satisfactory to the Administrative Agent in its sole
discretion), shall be in suitable form for transfer by delivery and shall be
accompanied by all necessary instruments of transfer or assignment, duly
executed in blank.

         SECTION 2.4. Dividends on Pledged Shares. In the event that any
Dividend is to be paid on any Pledged Share at a time when no Event of Default
has occurred and is continuing, such Dividend may be paid directly to the
Pledgor. If any such Default or Event of Default has occurred and is continuing,
then any such Dividend shall be paid directly to the Administrative Agent.

         SECTION 2.5. Continuing Security Interest. This Pledge Agreement shall
create a continuing security interest in the Collateral and shall:

                  (a) remain in full force and effect until the Fixed Assets
         Termination Date;

                  (b) be binding upon the Pledgor and its successors,
         transferees and assigns; and

                  (c) inure, together with the rights and remedies of the
         Administrative Agent hereunder, to the benefit of the Fixed Assets
         Secured Parties.

Without limiting the foregoing clause (c), any Fixed Assets Lender may assign or
otherwise transfer (in whole or in part) any Fixed Assets Loan Commitment or any
Fixed Assets Loan held by it to any other Person or entity, and such other
Person or entity shall thereupon become vested with all the rights and benefits
in respect thereof granted to such Fixed Assets Lender under any Loan Document
(including this Pledge Agreement) or otherwise, subject, however, to any
contrary provisions in such assignment or transfer, and to the provisions of
Section 10.11 of the Credit Agreement. The security interest granted herein
shall terminate and all rights to the Collateral shall revert to the Pledgor on
the Fixed Assets Termination Date. Upon any such termination or release of
Collateral, the Administrative Agent will, at the Pledgor's sole expense,
deliver to the Pledgor, without any representations, warranties or recourse of
any kind whatsoever, all certificates and instruments representing or evidencing
all Pledged Shares, together with all other Collateral held by the
Administrative Agent hereunder, and execute and deliver to the Pledgor such
documents as the Pledgor shall reasonably request to evidence such termination
or release.

         SECTION 2.6. Waiver, etc. The Pledgor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Fixed Assets Obligations and this Pledge Agreement and any requirement that any
Fixed Assets Secured Party protect, secure, perfect or insure any Lien, or any
property subject thereto, or exhaust any right or take any action


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against any Obligor or any other Person (including any other guarantor) or
entity or any collateral securing the Fixed Assets Obligations of any Obligor,
as the case may be.

         SECTION 2.7. Security Interest Absolute. All rights of the
Administrative Agent and the Liens granted to the Administrative Agent
hereunder, and all obligations of the Pledgor hereunder, shall be absolute and
unconditional, irrespective of

                  (a) any lack of validity or enforceability of any Loan
         Document,

                  (b) the failure of any Fixed Assets Secured Party

                           (i) to assert any claim or demand or to enforce any
                  right or remedy against the Pledgor, any other Obligor or any
                  other Person under the provisions of the Loan Documents or
                  otherwise, or

                           (ii) to exercise any right or remedy against any
                  guarantor of, or collateral securing, any Fixed Assets
                  Obligations of the Pledgor or any other Obligor,

                  (c) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the Fixed Assets Obligations or any
         other extension, compromise or renewal of any Obligation of the Pledgor
         or any other Obligor,

                  (d) any reduction, limitation, impairment or termination of
         any Fixed Assets Obligation of the Pledgor or any other Obligor for any
         reason (other than the repayment in full and in cash of all Fixed
         Assets Obligations), including any claim of waiver, release, surrender,
         alteration or compromise, and shall not be subject to (and the Pledgor
         hereby waives any right to or claim of) any defense or set-off,
         counterclaim, recoupment or termination whatsoever by reason of the
         invalidity, illegality, nongenuineness, irregularity, compromise or
         unenforceability of, or any other event or occurrence affecting, any
         Fixed Assets Obligation of the Pledgor, any other Obligor or otherwise,

                  (e) any amendment to, rescission, waiver or other modification
         of, or any consent to departure from, any of the terms of the Loan
         Documents,

                  (f) any addition, exchange, release, surrender or
         non-perfection of any collateral (including the Collateral), or any
         amendment to or waiver or release of or addition to or consent to
         departure from any guaranty, for any of the Fixed Assets Obligations,
         or

                  (g) any other circumstances which might otherwise constitute a
         defense available to, or a legal or equitable discharge of, the
         Pledgor, any other Obligor, any surety or any guarantor.

         SECTION 2.8. Postponement of Subrogation, etc. The Pledgor will not
exercise any rights which it may acquire by reason of any payment made
hereunder, whether by way of subrogation, reimbursement or otherwise, until the
Fixed Assets Termination Date. Any amount paid to the Pledgor on account of any
payment made hereunder prior to the Fixed Assets Termination Date shall be held
in trust for the benefit of the Fixed Assets Secured Parties and shall
immediately be paid to the Administrative Agent for the ratable benefit of the
Fixed Assets


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Secured Parties, and credited and applied against the Fixed Assets Obligations,
whether matured or unmatured, in accordance with the terms of the Credit
Agreement; provided, however, that if

                  (a) the Pledgor has made payment to the Administrative Agent
         for the ratable benefit of the Fixed Assets Secured Parties of all or
         any part of the Fixed Assets Obligations, and

                  (b) the Fixed Assets Termination Date has occurred,

each Fixed Assets Secured Party agrees that, at the Pledgor's request, the
Administrative Agent, on behalf of the Fixed Assets Secured Parties, will
execute and deliver to the Pledgor appropriate documents (without recourse and
without representation or warranty) necessary to evidence the transfer by
subrogation to the Pledgor of an interest in the Fixed Assets Obligations
resulting from such payment by the Pledgor. In furtherance of the foregoing,
prior to the Fixed Assets Termination Date, the Pledgor shall refrain from
taking any action or commencing any proceeding against any other Obligor (or its
successors or assigns, whether in connection with a bankruptcy proceeding or
otherwise) to recover any amounts in respect of payments made under this Pledge
Agreement to the Administrative Agent or any Fixed Assets Secured Party.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

         SECTION 3.1. Warranties, etc. The Pledgor represents and warrants unto
each Fixed Assets Secured Party, as at the date of each pledge and delivery
hereunder (including each pledge and delivery of Pledged Shares) by the Pledgor
to the Administrative Agent of any Collateral, as set forth in this Article.

         SECTION 3.2. Organization, etc. The Pledgor is validly organized and
existing and in good standing under the laws of the state or jurisdiction of its
incorporation or organization, is duly qualified to do business and is in good
standing as a foreign entity in each jurisdiction where the nature of its
business requires such qualification (except where the failure to be so
qualified and in good standing which, when taken together with all other such
failures, could not reasonably be expected to have a Material Adverse Effect),
and has full power and authority and holds all requisite governmental licenses,
permits and other approvals to enter into and perform its Obligations under this
Pledge Agreement (except for failures to hold such governmental licenses,
permits and other approvals which, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect and, pending entry of
the Interim Order, approval of the Bankruptcy Court) and to own and hold under
lease its material property and to conduct its business substantially as
currently conducted by it.

         SECTION 3.3. Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by the Pledgor of this Pledge Agreement is within the
Pledgor's powers, has been duly authorized by all necessary corporate action,
and does not

                  (a) contravene (i) the Pledgor's Organic Documents, (ii) any
         material contract binding on or affecting the Pledgor, (iii) any court
         decree or order binding on or affecting the Pledgor or (iv) any law or
         governmental regulation binding on or affecting the Pledgor; or


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                  (b) result in, or require the creation or imposition of, any
         Lien on any property of the Pledgor (except as permitted by this Pledge
         Agreement).

         SECTION 3.4. Ownership, No Liens, etc. The Pledgor is the legal and
beneficial owner of, and has good and valid title to (and has full right and
authority to pledge and assign) the Collateral, free and clear of all Liens or
claims other than the Lien granted pursuant hereto in favor of the
Administrative Agent, the Lien granted to the Trustee under the Senior Secured
Discount Note Indenture and the Lien granted pursuant to the Parent Pledge
Agreement of even date herewith in favor of the Administrative Agent securing
the Current Asset Secured Parties.

         SECTION 3.5. Valid Security Interest. Upon the entry of the Interim
Order, this Pledge Agreement will create a valid first-priority, perfected
security interest in the Collateral senior to all Liens other than applicable
Priority Liens.

         SECTION 3.6. As to Pledged Shares. In the case of any Pledged Shares
constituting Collateral, all such Pledged Shares are duly authorized and validly
issued, fully paid and nonassessable, and constitute all of the issued and
outstanding Capital Securities of the Pledged Share Issuer. The Pledgor has no
Subsidiaries of which it directly owns any Capital Securities other than the
Pledged Share Issuer. All Pledged Shares are certificated, and have been
delivered to the Administrative Agent with stock powers, accompanied by undated
instruments of transfer duly executed in blank and the Administrative Agent has
"control" (as defined in the U.C.C.) of such Pledged Shares.

         SECTION 3.7. Authorization, Approval, etc. Upon entry of the Interim
Order, no authorization or, approval or other action by, and no notice to or
filing with, any Governmental Authority, regulatory body or other Person is
required either

                  (a) for the pledge by the Pledgor of any Collateral pursuant
         to this Pledge Agreement or for the execution, delivery and performance
         of this Pledge Agreement by the Pledgor, or

                  (b) for the exercise by the Administrative Agent of the voting
         or other rights provided for in this Pledge Agreement, or, except with
         respect to any Pledged Shares as may be required in connection with a
         disposition of such Pledged Shares by laws affecting the offering and
         sale of securities generally, the remedies in respect of the Collateral
         pursuant to this Pledge Agreement,

provided, however, that in order to exercise the voting and certain other rights
provided for in this Pledge Agreement, the Pledged Shares must be transferred
into the name of the Administrative Agent on the books and records of the
Pledged Share Issuer prior to the exercise of such voting or other rights.

         SECTION 3.8. Compliance with Laws. The Pledgor is in compliance with
the requirements of all applicable laws (including, the provisions of the Fair
Labor Standards Act), rules, regulations and orders of every Governmental
Authority, the non-compliance with which could have a Material Adverse Effect or
adversely affect the value of the Collateral.


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                                   ARTICLE IV
                                    COVENANTS

         SECTION 4.1. Covenants. The Pledgor covenants and agrees that at all
times prior to the Fixed Assets Termination Date, it will perform, comply with
and be bound by all of the agreements, covenants and obligations contained in
Article VII of the Credit Agreement and this Article which are applicable to the
Pledgor or its properties, each such agreement, covenant and obligation
contained in such Article and all other terms of the Credit Agreement to which
reference is made herein, together with all related definitions and ancillary
provisions, being hereby incorporated into this Pledge Agreement by reference as
though specifically set forth in this Article.

         SECTION 4.2. Maintenance of Existence; Compliance with Laws, etc. The
Pledgor will:

                  (a) preserve and maintain its legal existence; and

                  (b) comply in all material respects with all applicable laws,
         rules, regulations and orders, including the payment (before the same
         become delinquent) of all Taxes, assessments and governmental charges
         imposed upon the Pledgor or upon its property except to the extent
         being diligently contested in good faith by appropriate proceedings and
         for which adequate reserves in accordance with GAAP have been set aside
         on the books of the Pledgor.

         SECTION 4.3. Maintenance of Properties. The Pledgor will maintain,
preserve, protect and keep its respective properties in good repair, working
order and condition (ordinary wear and tear excepted), and make necessary
repairs, renewals and replacements so that the business carried on by the
Pledgor may be properly conducted at all times, unless the Pledgor determines in
good faith that the continued maintenance of such property is no longer
economically desirable.

         SECTION 4.4. Insurance. The Pledgor will:

                  (a) maintain insurance on its property with financially sound
         and reputable insurance companies against loss and damage in at least
         the amounts (and with only those deductibles) customarily maintained,
         and against such risks as are typically insured against in the same
         general area, by Persons of comparable size engaged in the same or
         similar business as the Pledgor; and

                  (b) all worker's compensation, employer's liability insurance
         or similar insurance as may be required under the laws of any state or
         jurisdiction in which it may be engaged in business.

         SECTION 4.5. Business Activities. The Pledgor will not engage in any
business activity other than in connection with the Pledgor's continuing
ownership of the issued and outstanding Capital Securities of the Company and
the maintenance of the Senior Secured Discount Notes, unless otherwise permitted
by the Credit Agreement or herein and approved by the Bankruptcy Court. Without
limiting the generality of the immediately preceding sentence, the Pledgor will
not, unless otherwise permitted by the Credit Agreement or herein and approved
by the


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Bankruptcy Court, create, incur, assume or suffer to exist any Indebtedness,
create, assume or suffer to exist any Lien upon or grant any options or other
rights with respect to, any of its revenues, property or other assets, whether
now owned or hereafter acquired (other than pursuant to the Loan Documents, the
second priority Lien granted to the trustee under the Senior Secured Discount
Notes Indenture and the third priority Lien granted to the Administrative Agent
under the Parent Pledge Agreement of even date herewith for the benefit of the
Current Assets Secured Parties), wind-up, liquidate or dissolve itself (or
suffer to exist any of the foregoing), Merge into or with any other Person,
other than as contemplated by the Credit Agreement or Dispose of all or any part
of its assets, in one transaction or a series of transactions, to any Person or
Persons create, incur, assume or suffer to exist any Investment in any Person
other than in respect of any additional equity Investments in the Borrowers or
take any action that would result in a Change in Control other than as
contemplated in the Credit Agreement. The Pledgor agrees not to commence or
cause the commencement of any of the actions described in clause (b), (c) or (d)
of Section 8.1.9 of the Credit Agreement with respect to any of its Subsidiaries
(other than the Borrowers and Unrestricted Subsidiaries). The Pledgor will not
amend or modify the Senior Secured Discount Notes Indenture or the Pledge
Agreement, dated as of August 21, 1996, between the trustee for the Senior
Secured Discount Notes and the Pledgor, in either case, in any way adverse to
the interests of the Lenders.

         SECTION 4.6. Protect Collateral; Further Assurances, etc. Except for
the second priority Lien in favor of the trustee under the Senior Secured
Discount Notes Indenture and the third priority Lien granted to the
Administrative Agent under the Parent Pledge Agreement of even date herewith for
the benefit of the Current Assets Secured Parties, the Pledgor will not sell,
assign, transfer, pledge or encumber in any other manner the Collateral (except
in favor of the Administrative Agent hereunder or as permitted under Section
7.2.3 of the Credit Agreement). The Pledgor will warrant and defend the right
and title herein granted unto the Administrative Agent in and to the Collateral
(and all right, title and interest represented by the Collateral) against the
claims and demands of all Persons whomsoever. The Pledgor agrees that at any
time, and from time to time, at the expense of the Pledgor, the Pledgor will
promptly execute and deliver all further instruments, and take all further
action, that may be necessary or desirable, or that the Administrative Agent may
reasonably request, in order to perfect and protect any security interest
granted or purported to be granted hereby or to enable the Administrative Agent
to exercise and enforce its rights and remedies hereunder with respect to any
Collateral. The Pledgor will not permit any Pledged Share Issuer to issue any
Capital Securities unless the same are immediately delivered and pledged to the
Administrative Agent hereunder.

         SECTION 4.7. Stock Powers, etc. The Pledgor agrees that all Pledged
Shares (and all other Capital Securities constituting Collateral) delivered by
the Pledgor pursuant to this Pledge Agreement will be accompanied by duly
executed, undated stock powers or other equivalent instruments of transfer
reasonably acceptable to the Administrative Agent. The Pledgor will, from time
to time upon the reasonable request of the Administrative Agent, promptly
deliver to the Administrative Agent such stock powers, instruments and similar
documents, reasonably satisfactory in form and substance to the Administrative
Agent, with respect to the Collateral as the Administrative Agent may reasonably
request and will, from time to time upon the request of the Administrative Agent
after the occurrence of any Event of Default, promptly cause, without further
order of or application to the Bankruptcy Court, the Pledged Share Issuer to
transfer any


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Pledged Shares or other Capital Securities constituting Collateral into the name
of any nominee designated by the Administrative Agent.

         SECTION 4.8. Continuous Pledge. Subject to Section 2.4, the Pledgor
will, at all times, keep pledged to the Administrative Agent pursuant hereto all
Pledged Shares and all other Capital Securities constituting Collateral, all
Dividends and Distributions with respect thereto, and all other Collateral and
other Capital Securities, instruments, proceeds and rights from time to time
received by or distributable to the Pledgor in respect of any Collateral. Any
Distributions on Pledged Shares consisting of Capital Securities will be
certificated.

         SECTION 4.9. Voting Rights; Dividends, etc. The Pledgor agrees:

                  (a) if any Event of Default shall have occurred and be
         continuing, promptly upon receipt thereof by the Pledgor and without
         any request therefore by the Administrative Agent, to deliver (properly
         endorsed where required hereby or requested by the Administrative
         Agent) to the Administrative Agent all Dividends, Distributions and all
         proceeds of the Collateral, all of which shall be held by the
         Administrative Agent as additional Collateral for use in accordance
         with Section 6.4; and

                  (b) if any Event of Default shall have occurred and be
         continuing and the Administrative Agent shall have notified the Pledgor
         of the Administrative Agent's intention to exercise its voting power
         under this Section:

                           (i) the Administrative Agent may exercise, without
                  further order of or application to the Bankruptcy Court, (to
                  the exclusion of the Pledgor) the voting power and all other
                  incidental rights of ownership with respect to any Pledged
                  Shares or other Capital Securities constituting Collateral and
                  the Pledgor hereby grants the Administrative Agent an
                  irrevocable proxy, exercisable under such circumstances, to
                  vote the Pledged Shares and such other Collateral; and

                           (ii) promptly to deliver to the Administrative Agent
                  such additional proxies and other documents as may be
                  necessary to allow the Administrative Agent to exercise such
                  voting power.

All Dividends, Distributions and proceeds which may at any time and from time to
time be held by the Pledgor but which the Pledgor is then obligated to deliver
to the Administrative Agent, shall, until delivery to the Administrative Agent,
be held by the Pledgor separate and apart from its other property in trust for
the Administrative Agent. The Administrative Agent agrees that unless an Event
of Default shall have occurred and be continuing and the Administrative Agent
shall have given the notice referred to in this Section, the Pledgor shall have
the exclusive power to exercise all voting and other consensual rights with
respect to any Capital Securities (including any of the Pledged Shares)
constituting Collateral and the Administrative Agent shall, upon the written
request of the Pledgor, promptly deliver such proxies and other documents, if
any, as shall be reasonably requested by the Pledgor which are necessary to
allow the Pledgor to exercise such powers with respect to any such Capital
Securities (including any of the Pledged Shares) constituting Collateral;
provided, however, that no vote shall be cast, or consent, waiver


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or ratification given, or action taken by the Pledgor that would materially
impair the value of any Collateral or be inconsistent with or violate any
provision of the Loan Documents.

                                    ARTICLE V
                            THE ADMINISTRATIVE AGENT

         SECTION 5.1. Administrative Agent Appointed Attorney-in-Fact. The
Pledgor hereby irrevocably appoints the Administrative Agent as the Pledgor's
attorney-in-fact, with full authority and in the name, place and stead of the
Pledgor or in its own name, from time to time in the Administrative Agent's
discretion, upon the occurrence and during the continuance of any Event of
Default, to, without further order of or application to the Bankruptcy Court,
take any action and to execute any instrument which the Administrative Agent may
deem necessary or advisable to accomplish the purposes of this Pledge Agreement,
including:

                  (a) to ask, demand, collect, sue for, recover, compromise and
         receive and give acquittance and receipts for moneys due and to become
         due under or in respect of any of the Collateral;

                  (b) to receive, endorse and collect any drafts or other
         instruments, documents and chattel paper, in connection with clause (a)
         above; and

                  (c) to file any claims or take any action or institute any
         proceedings which the Administrative Agent may deem necessary or
         desirable for the collection of any of the Collateral or otherwise to
         enforce the rights of the Administrative Agent with respect to any of
         the Collateral.

The Pledgor hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an interest.

         SECTION 5.2. Administrative Agent May Perform. If the Pledgor fails to
perform any agreement contained herein, the Administrative Agent may, without
further order of or application to the Bankruptcy Court, itself perform, or
cause performance of, such agreement, and the expenses of the Administrative
Agent incurred in connection therewith shall be payable by the Pledgor pursuant
to Section 6.5.

         SECTION 5.3. Administrative Agent Has No Duty. The powers conferred on
the Administrative Agent hereunder are solely to protect its interest (on behalf
of the Fixed Assets Secured Parties) in the Collateral and shall not impose any
duty on it to exercise any such powers. Except for reasonable care of any
Collateral in its possession and the accounting for moneys actually received by
it hereunder, the Administrative Agent shall have no duty as to any Collateral
or responsibility for

                  (a) ascertaining or taking action with respect to calls,
         conversions, exchanges, maturities, tenders or other matters relative
         to any Pledged Property, whether or not the Administrative Agent has or
         is deemed to have knowledge of such matters, or

                  (b) taking any necessary steps to preserve rights against
         prior parties or any other rights pertaining to any Collateral.


                                       11
<PAGE>   12


         SECTION 5.4. Reasonable Care. The Administrative Agent is required to
exercise reasonable care in the custody and preservation of any of the
Collateral in its possession; provided, however, the Administrative Agent shall
be deemed to have exercised reasonable care in the custody and preservation of
any of the Collateral if it takes such action for that purpose as the Pledgor
reasonably requests in writing from time to time, but failure of the
Administrative Agent to comply with any such request at any time shall not in
itself be deemed a failure to exercise reasonable care. If an Event of Default
has occurred and is continuing, the Administrative Agent shall not be required
to comply with any request of the Pledgor with respect to the matters described
in this Section.

                                   ARTICLE VI
                                    REMEDIES

         SECTION 6.1. Certain Remedies. Without further order of or application
to the Bankruptcy Court, but subject to any applicable requirements of the
Financing Order, the Credit Agreement and the Revolver Intercreditor Agreement,
if any Event of Default shall have occurred and be continuing:

                  (a) The Administrative Agent may exercise in respect of the
         Collateral, in addition to other rights and remedies provided for
         herein or otherwise available to it, all the rights and remedies of a
         secured party on default under the U.C.C. (whether or not the U.C.C.
         applies to the affected Collateral) and also may, without notice except
         as specified below, sell the Collateral or any part thereof in one or
         more parcels at public or private sale, at any of the Administrative
         Agent's offices or elsewhere, for cash, on credit or for future
         delivery, and upon such other terms as the Administrative Agent may
         deem commercially reasonable. The Pledgor agrees that, to the extent
         notice of sale shall be required by law, at least ten days' prior
         notice to the Pledgor of the time and place of any public sale or the
         time after which any private sale is to be made shall constitute
         reasonable notification. The Administrative Agent shall not be
         obligated to make any sale of Collateral regardless of notice of sale
         having been given. The Administrative Agent may adjourn any public or
         private sale from time to time by announcement at the time and place
         fixed therefore, and such sale may, without further notice, be made at
         the time and place to which it was so adjourned.

                  (b) The Administrative Agent may

                           (i) transfer all or any part of the Collateral into
                  the name of the Administrative Agent or its nominee, with or
                  without disclosing that such Collateral is subject to the Lien
                  and security interest hereunder,

                           (ii) notify the parties obligated on any of the
                  Collateral to make payment to the Administrative Agent of any
                  amount due or to become due thereunder,

                           (iii) enforce collection of any of the Collateral by
                  suit or otherwise, and surrender, release or exchange all or
                  any part thereof, or compromise or extend or renew for any
                  period (whether or not longer than the original period) any
                  obligations of any nature of any party with respect thereto,


                                       12
<PAGE>   13


                           (iv) endorse any checks, drafts or other writings in
                  the Pledgor's name to allow collection of the Collateral,

                           (v) take control of any proceeds of the Collateral
                  and

                           (vi) execute (in the name, place and stead of the
                  Pledgor) endorsements, assignments, stock powers and other
                  instruments of conveyance or transfer with respect to all or
                  any of the Collateral.

         SECTION 6.2. Securities Laws. If the Administrative Agent shall
determine to exercise its right to sell all or any of the Collateral pursuant to
Section 6.1, the Pledgor agrees that, upon request of the Administrative Agent,
the Pledgor will use commercially reasonable efforts to, at its own expense:

                  (a) execute and deliver, and cause each issuer of the
         Collateral contemplated to be sold and the directors and officers
         thereof to execute and deliver, all such instruments and documents, and
         do or cause to be done all such other acts and things, as may be
         necessary or, in the opinion of the Administrative Agent, advisable to
         register such Collateral under the provisions of the Securities Act of
         1933, as from time to time amended (the "Securities Act"), and to cause
         the registration statement relating thereto to become effective and to
         remain effective for such period as prospectuses are required by law to
         be furnished, and to make all amendments and supplements thereto and to
         the related prospectus which, in the opinion of the Administrative
         Agent, are necessary or advisable, all in conformity with the
         requirements of the Securities Act and the rules and regulations of the
         Securities and Exchange Commission applicable thereto;

                  (b) use its best efforts to qualify the Collateral under the
         state securities or "Blue Sky" laws and to obtain all necessary
         governmental approvals for the sale of the Collateral, as requested by
         the Administrative Agent;

                  (c) cause each such issuer to make available to its security
         holders, as soon as practicable, an earnings statement that will
         satisfy the provisions of Section 11(a) of the Securities Act; and

                  (d) do or cause to be done all such other acts and things as
         may be necessary to make such sale of the Collateral or any part
         thereof valid and binding and in compliance with applicable law.

The Pledgor further acknowledges the impossibility of ascertaining the amount of
damages that would be suffered by the Administrative Agent or the Fixed Assets
Secured Parties by reason of the failure by the Pledgor to perform any of the
covenants contained in this Section and, consequently, agrees that, if the
Pledgor shall fail to perform any of such covenants, it shall pay, as liquidated
damages and not as a penalty, an amount equal to the value (as determined by the
Administrative Agent) of the Collateral on the date the Administrative Agent
shall demand compliance with this Section.

         SECTION 6.3. Compliance with Restrictions. The Pledgor agrees that in
any sale of any of the Collateral whenever an Event of Default shall have
occurred and be continuing, the



                                       13
<PAGE>   14


Administrative Agent is hereby authorized, without further order of or
application to the Bankruptcy Court, to comply with any limitation or
restriction in connection with such sale as it may be advised by counsel is
necessary in order to avoid any violation of applicable law (including
compliance with such procedures as may restrict the number of prospective
bidders and purchasers, require that such prospective bidders and purchasers
have certain qualifications and restrict such prospective bidders and purchasers
to persons who will represent and agree that they are purchasing for their own
account for investment and not with a view to the distribution or resale of such
Collateral), or in order to obtain any required approval of the sale or of the
purchaser by any Governmental Authority, and the Pledgor further agrees that
such compliance shall not result in such sale being considered or deemed not to
have been made in a commercially reasonable manner, nor shall the Administrative
Agent be liable nor accountable to the Pledgor for any discount allowed by
reason of the fact that such Collateral is sold in compliance with any such
limitation or restriction.

         SECTION 6.4. Application of Proceeds. Subject to any applicable
requirements of the Financing Order, the Credit Agreement and the Revolver
Intercreditor Agreement, all cash proceeds received by the Administrative Agent
in respect of any sale of, collection from or other realization upon, all or any
part of the Collateral may, in the discretion of the Administrative Agent, be
held by the Administrative Agent as additional collateral security for, or then
or at any time thereafter be applied (after payment of any amounts payable to
the Administrative Agent pursuant to Section 10.4 of the Credit Agreement and
Section 6.5 below) in whole or in part by the Administrative Agent against, all
or any part of the Fixed Assets Obligations in such order as the Administrative
Agent shall elect. Any surplus of such cash or other proceeds held by the
Administrative Agent and remaining after the Fixed Assets Termination Date,
shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to
receive such surplus.

         SECTION 6.5. Indemnity and Expenses. The Pledgor hereby indemnifies and
holds harmless the Administrative Agent from and against any and all claims,
losses and liabilities arising out of or resulting from this Pledge Agreement
(including enforcement of this Pledge Agreement), except claims, losses or
liabilities resulting from the Administrative Agent's gross negligence or
willful misconduct, and will upon demand pay to the Administrative Agent the
amount of any and all reasonable expenses, including the reasonable fees and
disbursements of its counsel and of any experts and agents, which the
Administrative Agent may incur, in each case, in connection with:

                  (a) the administration of this Pledge Agreement;

                  (b) the custody, preservation, use or operation of, or the
         sale of, collection from or other realization upon, any of the
         Collateral;

                  (c) the exercise or enforcement of any of the rights of the
         Administrative Agent hereunder; or

                  (d) the failure by the Pledgor to perform or observe any of
         the provisions hereof.

         SECTION 6.6. No Recourse. The Pledgor shall not be liable for any
indebtedness, liabilities or Obligations (other than as set forth in this Pledge
Agreement) in connection with the


                                       14
<PAGE>   15


Credit Agreement, this Pledge Agreement or any of the other Loan Documents, and
neither the Administrative Agent nor any Lender shall have any recourse against
the Pledgor or any of its assets or properties (other than the Collateral to the
extent of the Fixed Assets Obligations) to satisfy any such indebtedness,
liabilities or Obligations; provided, however, that nothing herein shall
constitute a waiver of the Administrative Agent's or any Fixed Assets Lender's
ability to exercise any right or remedy which any such party may have against
the Pledgor on account of any claim for fraud, deceit or other material
misrepresentation or omission by and relating to the Pledgor (including its
assets and operations, but excluding the Company, any Subsidiary of the Company
or any of their assets or operations).

                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS

         SECTION 7.1. Loan Document. This Pledge Agreement is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof.

         SECTION 7.2. Amendments, etc. No amendment to or waiver of any
provision of this Pledge Agreement nor consent to any departure by the Pledgor
here from shall in any event be effective unless the same shall be in writing
and signed by the Administrative Agent (on behalf of the Lenders or the Required
Lenders, as the case may be) and the Pledgor, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which it is given.

         SECTION 7.3. Protection of Collateral. The Administrative Agent may
from time to time, at its option, and at the expense of the Pledgor, perform any
act which the Pledgor agrees hereunder to perform and which the Pledgor shall
fail to perform after being requested in writing so to perform (it being
understood that no such request need be given after the occurrence and during
the continuance of an Event of Default) and the Administrative Agent may from
time to time take any other action which the Administrative Agent reasonably
deems necessary for the maintenance, preservation or protection of any of the
Collateral or of its security interest therein.

         SECTION 7.4. Addresses for Notices. All notices and other
communications provided for hereunder shall be in writing and addressed,
delivered or transmitted, if to the Pledgor, at the address or facsimile number
of the Company provided for in the Credit Agreement, and, if to the
Administrative Agent, at the address or facsimile number provided for in the
Credit Agreement, or as to any such party at such other address or facsimile
number as shall be designated by such party in a written notice to each other
party complying as to delivery with the terms of this Section. Any notice, (a)
(i) if mailed and properly addressed with postage prepaid or (ii) if properly
addressed and sent by pre-paid courier service, shall be deemed given when such
notice has been received or (b) if transmitted by facsimile, shall be deemed
given when transmitted (and telephonic confirmation of receipt thereof has been
received).

         SECTION 7.5. Headings. The various headings of this Pledge Agreement
are inserted for convenience only, and shall not affect the meaning or
interpretation of this Pledge Agreement or any provisions hereof.


                                       15
<PAGE>   16

         SECTION 7.6. Severability. Any provision of this Pledge Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such provision
and such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Pledge
Agreement or affecting the validity or enforceability of such provision in any
other jurisdiction.

         SECTION 7.7. Governing Law. THIS PLEDGE AGREEMENT SHALL BE DEEMED TO BE
A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK, EXCLUDING THE LAW OF CONFLICTS BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.

         SECTION 7.8. Counterparts. This Pledge Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original (whether such counterpart is originally executed or an electronic copy
of an original) and all of which shall constitute together but one and the same
agreement. This Pledge Agreement shall become effective and binding upon the
Pledgor when a counterpart hereof executed on behalf of the Pledgor shall have
been received by the Administrative Agent.

         SECTION 7.9. Pledge Agreement Subject to Revolver Intercreditor
Agreement. Notwithstanding anything to the contrary contained herein, it is
expressly understood and agreed by the parties hereto that this Pledge Agreement
shall be subject to the terms of the Revolver Intercreditor Agreement.


                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       16
<PAGE>   17


         IN WITNESS WHEREOF, the parties hereto have caused this Fixed Assets
Secured Parties Pledge Agreement to be duly executed and delivered by their
respective officers thereunto duly authorized as of the day and year first above
written.



                                             STERLING CHEMICALS HOLDINGS, INC.


                                             By:
                                                 -------------------------------
                                                 Title:



                                             THE CIT GROUP/BUSINESS CREDIT, INC.



                                             By:
                                                 -------------------------------
                                                 Title:


<PAGE>   18


                                  ATTACHMENT 1

<Table>
<Caption>
Pledgor:                   STERLING CHEMICAL HOLDINGS, INC.
Pledged Shares
Pledged Share Issuer                             Capital Securities
                           ------------------------------------------------------------------
                           Authorized Shares      Outstanding Shares      % of Shares Pledged
                           -----------------      ------------------      -------------------
<S>                        <C>                    <C>                     <C>
Sterling Chemicals, Inc.         1,000                   1,000                    100%
</Table>


                                           A-1