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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                to
 Commission File Number 000-50132
 
 Sterling Chemicals, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of 
incorporation or organization)
    
    76-0502785(I.R.S. Employer Identification No.)333 Clay Street, Suite 3600
    
    (713-650-3700)Houston, Texas 77002-4109
    
    (Registrants telephone number,(Address of principal executive offices)
    
    including area code)
 Securities registered pursuant to Section 12(b) of the Act: None
 Securities registered pursuant to Section 12(g) of the Act:
   o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
  o þ




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##### 



TABLE OF CONTENTS
 PagePART IItem 1.
    
    Business
    
    
    2Item 1A.
    
    Risk Factors
    
    
    12Item 2.
    
    Properties
    
    
    18Item 3.
    
    Legal Proceedings
    
    
    18PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    20Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    22Item 8.
    
    Financial Statements and Supplementary Data
    
    
    35Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    70Item 9A (T).
    
    Controls and Procedures
    
    
    70PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    71Item 11.
    
    Executive Compensation
    
    
    72Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    72Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    72Item 14.
    
    Principal Accountant Fees and Services
    
    
    72PART IVItem 15.
    
    Exhibits and Consolidated Financial Statement Schedules
    
    
    73EX-10.1.BEX-10.7EX-10.08.AEX-10.9.AEX-10.10.FEX-10.13.CEX-10.13.DEX-10.14EX-10.15EX-10.18.BEX-10.25.AEX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1
  1




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Forward-Looking Statements
   Document Summaries
  
 PART I
  
 Item 1. Business
   2




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Plasticizers-BASF
   3




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Year ended December 31,2009
    
    
    2008(Dollars in Thousands)Revenues
    
    $
    12,382
    
    
    $
    26,591Gross profit (loss)
    
    
    10,903
    
    
    
    (7,757
    )
  Business Strategy
  
    
    safe, reliable and environmentally responsible operations;
 
    
    effective utilization of available capacity;
 
    
    superior expense and capital expenditure management;
 
    
    expansion of capacity through low cost or strategic investments;
 
    
    flawless execution of contract management and administration;
 
    
    monetization of under-utilized assets and infrastructure;
 
    
    capture of economic merger and acquisition opportunities;
 
    
    optimized capital structure, tax credits and governmental subsidies;
 
    
    top-quality human resource management, development and utilization; and
 
    
    leading shareholder returns.
 Operating Our Facilities Safely, Reliably and in an Environmentally Responsible Manner
 4




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Profitably Grow Our Business.
 Monetize Under-utilized Assets and Infrastructure
 Pursue Economic Merger and Acquisition Opportunities
 Industry Overview
 Acetic Acid.
  5




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##### Table of Contents



Plasticizers. Plasticizers-BASF
 Product Summary
  Sterling Product
    
    Intermediate(Capacity)
    
    Products
    
    Primary End Products
    
    Raw Materials
    
    Major CompetitorsAcetic Acid

(1.3 billion pounds
per year)
    
    Vinyl acetate
monomer,
terephthalic acid
and acetate
solvents
    
    Adhesives, PET
bottles, fibers and
surface coatings
    
    Methanol and Carbon
Monoxide
    
    Celanese AG,
Eastman Chemical
Company and
Lyondell Basell
Chemical CompanyPlasticizers
(200 million pounds
per year of phthalate
esters)
    
    Flexible polyvinyl
chloride, or PVC
    
    Flexible plastics,
such as shower
curtains and
liners, floor
coverings, cable
insulation,
upholstery and
plastic molding
    
    Oxo-Alcohols and
Phthalic Anhydride
    
    ExxonMobil
Corporation,
Eastman Chemical
Company and BASF
Corporation
 Products
 Acetic Acid. Acetic Acid-BP Chemicals
 Plasticizers.
 6




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Plasticizers-BASF
 Sales and Marketing
  Contracts
  Acetic Acid-BP Chemicals
  Plasticizers-BASF
  7




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Raw Materials and Energy Resources
  8




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Technology and Licensing
  Competition
  Environmental, Health and Safety Matters
    9




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10




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Employees
  Insurance
    Access to Filings
 http://www.sterlingchemicals.com
 11




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Item 1A. Risk Factors
  Risks Related to Our Business
 Each of our products is sold to only one customer.
   Our ability to realize increases in our acetic acid production capacity that could be made possible
through low-cost, incremental capacity expansions is dependent on the availability of sufficient,
economic quantities of carbon monoxide.
  We depend upon the continued operation of a single site for all of our production.
  Our operations involve risks that may increase our operating costs, which could reduce our
profitability.
  
    
    severe weather and natural disasters;
 
    
    mechanical failures, unscheduled downtimes, labor difficulties and transportation
interruptions;
 
    
    environmental remediation complications;
 12




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
    
    chemical spills and discharges or releases of toxic or hazardous substances or gases;
and
 
    
    pipeline or storage tank leaks and ruptures, explosions and fires.
  Volatility in asset values and liability costs related to our pension plans may reduce our
profitability and adversely impact current funding levels.
  Our operations are subject to operating hazards and unforeseen interruptions for which we may not
be adequately insured.
   13




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New regulations concerning the transportation of hazardous chemicals and the security of chemical
manufacturing facilities could result in higher operating costs.
  Impact of Greenhouse Gases and Climate Change
  We are subject to many environmental and safety regulations that may result in significant
unanticipated costs or liabilities or cause interruptions in our operations.
   Approximately 35% of our employees are covered by a collective bargaining agreement that expires on
May 1, 2012. Disputes with the Union representing these employees or other labor relations issues
may negatively affect our business.
 14




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A failure to retain or attract key employees could adversely affect our business.
   We may not successfully develop our under-utilized infrastructure at our Texas City facility.
  We may not successfully complete acquisitions that we are pursuing or any future acquisitions may
present unforeseen integration obstacles or costs, increase our leverage or negatively impact our
performance.
  
    
    potential disruption of our ongoing business and distraction of management;
 
    
    unexpected loss of key employees or customers of an acquired business;
 
    
    conforming an acquired business standards, processes, procedures or controls with our
operations;
 
    
    coordinating new product and process development;
 15




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
    
    hiring additional management or other critical personnel;
 
    
    encountering unknown contingent liabilities which could be material; and
 
    
    increasing the scope, geographic diversity and complexity of our operations.
  We are unable to predict the impact of the recent downturn in the credit markets and the resulting
costs or constraints in obtaining financing on our business and financial results.
  If we are unable to successfully prevent or address material weaknesses in our internal control
over financial reporting, or any other control deficiencies, our ability to report our financial
results on a timely and accurate basis and to comply with disclosure and other reporting
requirements may be adversely affected.
  Risks Relating to Our Indebtedness
 Our leverage and debt service obligations may adversely affect our cash flow and our ability to
make payments on our indebtedness.
 1 4
 
    
    require us to dedicate a substantial portion of our cash flow from operations to
service our existing debt service obligations, thereby reducing the availability of our
cash flow to fund working capital, capital expenditures and other general corporate
expenditures;
 16




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
    
    increase our vulnerability to adverse general economic or industry conditions and limit
our flexibility in planning for, or reacting to, competition or changes in our business or
our industry;
 
    
    limit our ability to obtain additional financing;
 
    
    place restrictions on our ability to make certain payments or investments, sell assets,
make strategic acquisitions, engage in mergers or other fundamental changes and exploit
business opportunities; and
 
    
    place us at a competitive disadvantage relative to competitors with lower levels of
indebtedness in relation to their overall size or less restrictive terms governing their
indebtedness.
  Any failure to meet our debt obligations could harm our business, financial condition, results of
operations or cash flows.
  Risks Relating to the Ownership of Our Common Stock
 Our common stock is thinly traded. There is no active trading market for our common stock and an
active trading market may not develop.
  We have a significant stockholder which has the ability to control our actions.
  17




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Our Preferred Stock pays a quarterly stock dividend that is dilutive to the holders of our common
stock.
  
 Item 2. Properties
  
 Item 3. Legal Proceedings
   18




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PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter2009
    
    High
    
    $
    11.00
    
    
    $
    10.00
    
    
    $
    11.00
    
    
    $
    9.50Low
    
    $
    8.50
    
    
    $
    8.25
    
    
    $
    8.25
    
    
    $
    5.002008
    
    High
    
    $
    21.00
    
    
    $
    17.00
    
    
    $
    17.25
    
    
    $
    17.25Low
    
    $
    14.95
    
    
    $
    13.00
    
    
    $
    9.00
    
    
    $
    8.90
  Dividend Policy
  Equity Compensation Plan
   20




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Number of securities remainingNumber of securities to
    
    
    Weighted-average exercise
    
    
    available for future issuancebe issued upon exercise
    
    
    price of outstanding
    
    
    under equity compensationof outstanding options,
    
    
    options, warrants and
    
    
    plans (excluding securitiesPlan Category
    
    warrants and rights
    
    
    rights
    
    
    reflected in first column)Equity compensation
plans approved by
security holders
    
    
    224,167
    
    
    $
    31.60
    
    
    
    1,139,747Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    224,167
    
    
    $
    31.60
    
    
    
    1,139,747
 21




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
 Business
      22




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Acetic Acid.
    Plasticizers.
 23




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Plasticizers-BASF
    24




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Discontinued Operations
 25




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Results of Operations
  Year ended December 31,2009
    
    
    2008(Dollars in Thousands)Revenues
    
    $
    114,334
    
    
    $
    161,675Gross profit
    
    
    11,134
    
    
    
    30,146Loss from continuing operations
    
    
    (8,037
    )
    
    
    (254
    )
 Comparison of 2009 and 2008
 Revenues and loss from continuing operations
   26




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Impairment of long-lived assets
  Other income
 1 4
 Interest and debt related expenses
  Interest income
  27




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Provision (benefit) for income taxes
  Income (loss) from discontinued operations, net of tax
  Liquidity and Capital Resources
 General
  i.e.
  Debt
  28




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1 4
       29




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Cash Flow
   Capital Expenditures
  Pensions
  Critical Accounting Policies, Use of Estimates and Assumptions
  Revenue Recognition
  30




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Acetic Acid.
 Plasticizers.
 Deferred revenue.
 Preferred Stock Dividends
  31




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Assumptions utilized in the Black-Scholes model include:
    
    2009
    
    
    2008Risk-free interest rate
    
    
    2.7
    %
    
    
    1.6
    %Volatility
    
    
    72.2
    %
    
    
    63.6
    %Dividend yield
    
    
    
    
    
    
    Expected term
    
    
    5.0
    
    
    
    5.0
 Long-Lived Assets
     32




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Income Taxes
  Employee Benefit Plans
   Plant Turn-around Costs
  New Accounting Standards
  33




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
    
    a reporting entity to disclose separately the amounts of significant transfers in and
out of Level 1 and Level 2 fair value measurements and describe the reasons for the
transfers; and
    
    in the reconciliation for fair value measurements using significant unobservable
inputs, a reporting entity to present separately information about purchases, sales,
issuances and settlements.
  
    
    for purposes of reporting fair value measurement for each class of assets and
liabilities, a reporting entity needs to use judgment in determining the appropriate
classes of assets and liabilities; and
    
    a reporting entity should provide disclosures about the valuation techniques and
inputs used to measure fair value for both recurring and nonrecurring fair value
measurements.
  34




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Item 8. Financial Statements and Supplementary Data
 INDEX TO HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS
 INDEX TO FINANCIAL STATEMENTS
 Sterling Chemicals, Inc.
 Audited Financial Statements
 Report of Independent Registered Public Accounting Firm
    
    
    36Consolidated Statements of Operations for the years ended December 31, 2009 and 2008
    
    
    37Consolidated Balance Sheets as of December 31, 2009
    
    
    38Consolidated Statements of Changes in Stockholders Equity (Deficiency in Assets) for the years ended December 31, 2009 and 2008
    
    
    39Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2008
    
    
    40Notes to Consolidated Financial Statements
    
    
    41
 35




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     
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STERLING CHEMICALS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Dollars in Thousands, Except Share Data)
 Year ended December 31,2009
    
    
    2008Revenues
    
    $
    114,334
    
    
    $
    161,675Cost of goods sold
    
    
    103,200
    
    
    
    131,529Gross profit
    
    
    11,134
    
    
    
    30,146Selling, general and administrative expenses
    
    
    12,875
    
    
    
    12,331Impairment of long-lived assets
    
    
    
    
    
    
    7,403Interest and debt related expenses
    
    
    15,767
    
    
    
    17,175Interest income
    
    
    (742
    )
    
    
    (4,408
    )Other income
    
    
    (3,481
    )
    
    
    (2,030
    )Loss from continuing operations before income tax
    
    
    (13,285
    )
    
    
    (325
    )Benefit for income taxes
    
    
    (5,248
    )
    
    
    (71
    )Loss from continuing operations
    
    $
    (8,037
    )
    
    $
    (254
    )Income (loss) from discontinued operations, net of tax
expense of $2,679 and zero, respectively
    
    
    8,472
    
    
    
    (8,366
    )Net income (loss)
    
    $
    435
    
    
    $
    (8,620
    )Preferred stock dividends
    
    
    16,921
    
    
    
    17,741Net loss attributable to common stockholders
    
    $
    (16,486
    )
    
    $
    (26,361
    )(Loss) income per share of common stock attributable to
common stockholders, basic and diluted:Loss from continuing operations
    
    $
    (8.83
    )
    
    $
    (6.36
    )Income (loss) from discontinued operations, net of tax
    
    
    3.00
    
    
    
    (2.96
    )Basic and diluted loss per share
    
    $
    (5.83
    )
    
    $
    (9.32
    )Weighted average shares outstanding:Basic and diluted
    
    
    2,828,460
    
    
    
    2,828,460
  37




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STERLING CHEMICALS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 (Dollars in Thousands, Except Share Data)
 December 31,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    123,778
    
    
    $
    156,126Accounts receivable, net of allowance of $58 and $18, respectively
    
    
    14,614
    
    
    
    25,607Inventories, net
    
    
    5,268
    
    
    
    5,221Prepaid expenses and other current assets
    
    
    2,539
    
    
    
    2,473Assets of discontinued operations, net
    
    
    24
    
    
    
    166Total current assets
    
    
    146,223
    
    
    
    189,593Property, plant and equipment, net
    
    
    68,182
    
    
    
    67,811Other assets, net
    
    
    5,760
    
    
    
    7,838Total assets
    
    $
    220,165
    
    
    $
    265,242LIABILITIES AND STOCKHOLDERS DEFICIENCY IN ASSETSCurrent liabilities:Accounts payable
    
    $
    11,703
    
    
    $
    12,520Accrued liabilities
    
    
    24,416
    
    
    
    20,008Liabilities of discontinued operations
    
    
    12,384
    
    
    
    12,444Total current liabilities
    
    
    48,503
    
    
    
    44,972Long-term debt
    
    
    125,000
    
    
    
    150,000Deferred credits and other liabilities
    
    
    41,084
    
    
    
    59,103Long-term liabilities of discontinued operations
    
    
    23,010
    
    
    
    35,394Commitments and contingencies (Note 9)Redeemable preferred stock
    
    
    134,528
    
    
    
    117,607Stockholders deficiency in assets:Common stock, $.01 par value (shares authorized 100,000,000;
shares issued
and outstanding 2,828,460)
    
    
    28
    
    
    
    28Additional paid-in capital
    
    
    106,948
    
    
    
    123,740Accumulated deficit
    
    
    (240,780
    )
    
    
    (241,215
    )Accumulated other comprehensive loss
    
    
    (18,156
    )
    
    
    (24,387
    )Total stockholders deficiency in assets
    
    
    (151,960
    )
    
    
    (141,834
    )Total liabilities and stockholders deficiency in assets
    
    $
    220,165
    
    
    $
    265,242
  38




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STERLING CHEMICALS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF
 CHANGES IN STOCKHOLDERS EQUITY (DEFICIENCY IN ASSETS)

(Amounts in Thousands)
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Income (Loss)
    
    
    TotalBalance, December 31, 2007
    
    
    2,828
    
    
    $
    28
    
    
    $
    141,174
    
    
    $
    (232,595
    )
    
    $
    17,253
    
    
    $
    (74,140
    )Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,620
    )
    
    
    Other comprehensive loss:Benefit adjustment, net
of tax of zero
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (41,640
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (50,260
    )Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    (17,741
    )
    
    
    
    
    
    
    
    
    
    
    (17,741
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    307
    
    
    
    
    
    
    
    
    
    
    
    307Balance, December 31, 2008
    
    
    2,828
    
    
    $
    28
    
    
    $
    123,740
    
    
    $
    (241,215
    )
    
    $
    (24,387
    )
    
    $
    (141,834
    )Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    435
    
    
    
    Other comprehensive income:Benefit adjustment, net
of tax of $1,970
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,231Comprehensive income:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,666Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    (16,921
    )
    
    
    
    
    
    
    
    
    
    
    (16,921
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    129
    
    
    
    
    
    
    
    
    
    
    
    129Balance, December 31, 2009
    
    
    2,828
    
    
    $
    28
    
    
    $
    106,948
    
    
    $
    (240,780
    )
    
    $
    (18,156
    )
    
    $
    (151,960
    )
  39




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STERLING CHEMICALS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Dollars in Thousands)
 Year ended December 31,2009
    
    
    2008Cash flows from operating activities:Net income (loss)
    
    $
    435
    
    
    $
    (8,620
    )Adjustments to reconcile net income (loss) to net cash provided by operating
activities:Stock compensation expense
    
    
    129
    
    
    
    307Blend gas deferred payments
    
    
    
    
    
    
    (2,653
    )Bad debt expense (benefit)
    
    
    64
    
    
    
    (5
    )Benefit plans curtailment loss
    
    
    
    
    
    
    1,197Depreciation and amortization
    
    
    9,852
    
    
    
    9,475Interest amortization
    
    
    1,091
    
    
    
    1,347Unearned income amortization
    
    
    (14,976
    )
    
    
    (13,036
    )Impairment of long-lived assets
    
    
    
    
    
    
    7,403Lower-of-cost-or-market adjustment
    
    
    (31
    )
    
    
    351Gain on disposal of property, plant and equipment
    
    
    (635
    )
    
    
    Net gain on purchase of Senior Secured Notes
    
    
    (291
    )
    
    
    Other
    
    
    (149
    )
    
    
    (353
    )Change in assets/liabilities:Accounts and other receivables
    
    
    11,072
    
    
    
    62,688Inventories
    
    
    (236
    )
    
    
    15,181Prepaid expenses and other current assets
    
    
    (66)
    
    
    
    425Other assets
    
    
    92
    
    
    
    5,377Accounts payable
    
    
    (143
    )
    
    
    (4,604
    )Accrued liabilities
    
    
    4,348
    
    
    
    (1,865
    )Other liabilities
    
    
    (9,196
    )
    
    
    (10,255
    )Net cash provided by operating activities
    
    
    1,360
    
    
    
    62,360Cash flows used in investing activities:Capital expenditures for property, plant and equipment
    
    
    (10,529
    )
    
    
    (6,417
    )Net proceeds from the sale of property, plant and equipment
    
    
    635
    
    
    
    Net cash used in investing activities
    
    
    (9,894
    )
    
    
    (6,417
    )Cash flows used in  financing activities:Purchase of Senior Secured Notes
    
    
    (23,814
    )
    
    
    Net cash used in financing activities
    
    
    (23,814
    )
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    (32,348
    )
    
    
    55,943Cash and cash equivalents  beginning of year
    
    
    156,126
    
    
    
    100,183Cash and cash equivalents  end of year
    
    $
    123,778
    
    
    $
    156,126Supplemental disclosures of cash flow information:Interest paid
    
    $
    15,866
    
    
    $
    15,849Interest income received
    
    
    742
    
    
    
    4,408Income taxes paid
    
    
    (598
    )
    
    
    313
  40




---



##### Table of Contents



STERLING CHEMICALS, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Basis of Presentation and Summary of Significant Accounting Policies
  Reclassifications and Revisions:
   Year EndedDecember 31, 2008(Dollars in Thousands,Except Per Share Data)PreviouslyReported
    
    
    As RevisedStatement of Operations:Revenues
    
    $
    161,452
    
    
    $
    161,675Cost of goods sold
    
    
    131,154
    
    
    
    131,529Gross profit
    
    
    30,298
    
    
    
    30,146Loss from continuing operations before
income tax
    
    
    (173
    )
    
    
    (325
    )Loss from continuing operations
    
    
    (102
    )
    
    
    (254
    )Loss from discontinued operations, net of tax of zero
    
    
    (8,262
    )
    
    
    (8,366
    )Net loss
    
    
    (8,364
    )
    
    
    (8,620
    )Net loss attributable to common stockholders
    
    
    (26,105
    )
    
    
    (26,361
    )Loss per share of common stock attributable to
common stockholders, basic and diluted:
 41




---



##### Table of Contents



Year EndedDecember 31, 2008(Dollars in Thousands,Except Per Share Data)PreviouslyReported
    
    
    As RevisedLoss from continuing operations
    
    $
    (6.31
    )
    
    $
    (6.36
    )Loss from discontinued operations, net of tax
    
    
    (2.92
    )
    
    
    (2.96
    )Basic and diluted loss per share
    
    $
    (9.23
    )
    
    $
    (9.32
    )
 Year EndedDecember 31, 2008(Dollars in Thousands)PreviouslyReported
    
    
    As RevisedStatement of Cash Flows:Net loss
    
    $
    (8,364
    )
    
    $
    (8,620
    )Change in accounts and other receivables
    
    
    62,911
    
    
    
    62,688Change in accounts payable
    
    
    (5,083
    )
    
    
    (4,604
    )
 As of December 31, 2008(Dollars in Thousands)Previously
    
    
    As RevisedReported in
    
    
    in 2009 Form2008 Form 10-K
    
    
    10-Qs
    
    
    As RevisedBalance Sheet:Accounts and other receivables, net of allowance
    
    $
    22,080
    
    
    $
    23,163
    
    
    $
    25,607Prepaid expenses and other current assets
    
    
    2,704
    
    
    
    
    
    
    
    2,473Total current assets
    
    
    186,297
    
    
    
    187,380
    
    
    
    189,593Total assets
    
    
    261,946
    
    
    
    263,029
    
    
    
    265,242Accounts payable
    
    
    8,915
    
    
    
    
    
    
    
    12,520Total current liabilities
    
    
    41,367
    
    
    
    
    
    
    
    44,972Accumulated deficit
    
    
    (240,906
    )
    
    
    (239,823
    )
    
    
    (241,215
    )Total stockholders deficiency in assets
    
    
    (141,525
    )
    
    
    (140,442
    )
    
    
    (141,834
    )Total liabilities and stockholders deficiency in assets
    
    
    261,946
    
    
    
    263,029
    
    
    
    265,242
 As of December 31, 2008(Dollars in Thousands)PreviouslyReported
    
    
    As RevisedStatement of Changes in Stockholders
Equity (Deficiency in Assets):Net loss
    
    $
    (8,364
    )
    
    $
    (8,620
    )Comprehensive loss
    
    
    (50,004
    )
    
    
    (50,260
    )Accumulated deficit
    
    
    (240,906
    )
    
    
    (241,215
    )Total stockholders deficiency in assets
    
    
    (141,525
    )
    
    
    (141,834
    )
  Principles of Consolidation
  Cash and Cash Equivalents
  42




---



##### Table of Contents



Allowance for Doubtful Accounts
  Inventories
  Property, Plant and Equipment
  Plant Turn-around Costs
  Long-Lived Assets
  43




---



##### Table of Contents



Other Assets
  Revenue Recognition
  Acetic Acid.
 44




---



##### Table of Contents



Plasticizers.
 Deferred revenue.
 Debt Issue Costs
 1 4
 Income Taxes
  Environmental Costs
  45




---



##### Table of Contents



Preferred Stock Dividends
  Earnings (Loss) Per Share
  Disclosures about Fair Value of Financial Instruments:
  Accounting Estimates
  2. Discontinued Operations
  46




---



##### Table of Contents



December 31,2009
    
    
    2008(Dollars in Thousands)Assets of discontinued operations:Accounts receivable, net
    
    $
    24
    
    
    $
    166Liabilities of discontinued operations:(1)Liabilities of discontinued operations
    
    $
    12,384
    
    
    $
    12,444Long-term liabilities of discontinued operations
    
    
    23,010
    
    
    
    35,394Total
    
    $
    35,394
    
    
    $
    47,838
 
 (1)
    
    As of December 31, 2009, represents deferred income from the NOVA supply
agreement that is being amortized over the contractual non-compete period of five years using
the straight-line method. Accrued liabilities represents the current portion of $12.4
million, and deferred credits and other liabilities include the long-term portion of the
deferred income of $23.0 million.  Year ended December 31,2009
    
    
    2008(Dollars in Thousands)Revenues
    
    $
    12,382
    
    
    $
    26,591Income (loss) before income taxes
    
    
    11,151
    
    
    
    (8,366
    )
 47




---



##### Table of Contents



3. Detail of Certain Balance Sheet Accounts
 December 31,2009
    
    
    2008(Dollars in Thousands)Inventories:Raw materials
    
    $
    1,276
    
    
    $
    1,149Stores and supplies (net of obsolescence reserve of $1,465
and $1,380, respectively)
    
    
    3,992
    
    
    
    4,072$
    5,268
    
    
    $
    5,221Property, plant and equipment, net:Land
    
    $
    7,149
    
    
    $
    7,149Buildings
    
    
    4,824
    
    
    
    4,824Plant and equipment
    
    
    136,418
    
    
    
    122,563Construction in progress
    
    
    1,894
    
    
    
    6,448Less: accumulated depreciation
    
    
    (82,103
    )
    
    
    (73,173
    )$
    68,182
    
    
    $
    67,811Other assets, net:Investments
    
    $
    500
    
    
    $
    511Debt issuance costs
    
    
    4,629
    
    
    
    6,615Other
    
    
    631
    
    
    
    712$
    5,760
    
    
    $
    7,838Accrued liabilities:Employee compensation and benefits
    
    $
    11,698
    
    
    $
    4,885Deferred income
    
    
    5,583
    
    
    
    2,965Interest payable
    
    
    3,868
    
    
    
    4,368Property taxes
    
    
    1,401
    
    
    
    2,193Advances from customers
    
    
    1,000
    
    
    
    3,572Other
    
    
    866
    
    
    
    2,025$
    24,416
    
    
    $
    20,008Deferred credits and other liabilities:Accrued postretirement, pension and post employment benefits
    
    $
    39,031
    
    
    $
    51,319Deferred income
    
    
    
    
    
    
    5,165Advances from customers
    
    
    
    
    
    
    1,000Other
    
    
    2,053
    
    
    
    1,619$
    41,084
    
    
    $
    59,103
 4. Valuation and Qualifying Accounts
  December 31,2009
    
    
    2008(Dollars in Thousands)Continuing OperationsAllowance for doubtful accounts:Balance at beginning of year
    
    $
    18
    
    
    $
    39Add: bad
debt expense (benefit)
    
    
    40
    
    
    
    (5
    )Deduct: written-off accounts
    
    
    
    
    
    
    (16
    )Balance at end of year
    
    $
    58
    
    
    $
    18Reserve for inventory obsolescence:Balance at beginning of year
    
    $
    1,380
    
    
    $
    1,472Add: obsolescence accrual
    
    
    256
    
    
    
    36Deduct: disposal of inventory
    
    
    (171
    )
    
    
    (128
    )Balance at end of year
    
    $
    1,465
    
    
    $
    1,380Discontinued OperationsAllowance for doubtful accounts:Balance at beginning of year
    
    $
    
    
    
    $
    Add: bad
debt expense (benefit)
    
    
    24
    
    
    
    Deduct: written-off accounts
    
    
    
    
    
    
    Balance at end of year
    
    $
    24
    
    
    $

    
 48




---



##### Table of Contents



5. Long-Term Debt
 1 4
     49




---



##### Table of Contents



Debt Maturities
  6. Income Taxes
  Year Ended December 31,2009
    
    
    2008(Dollars in Thousands)Benefit for income taxes at statutory rates
    
    $
    (4,650
    )
    
    $
    (113
    )Non-deductible expenses
    
    
    11
    
    
    
    19State income taxes
    
    
    
    
    
    
    Change in valuation allowance
    
    
    4,041
    
    
    
    29Limitation on tax benefit of continuing operations
    
    
    (4,650
    )
    
    
    Other
    
    
    
    
    
    
    (6
    )Effective tax benefit
    
    $
    (5,248
    )
    
    $
    (71
    )
  Year Ended December 31,2009
    
    
    2008(Dollars in Thousands)Tax benefit  continuing operations
    
    $
    (5,248
    )
    
    $
    (71
    )Tax expense  all other components
    
    
    4,650
    
    
    
    Total tax benefit
    
    $
    (598
    )
    
    $
    (71
    )
 50




---



##### Table of Contents



Year Ended December 31,2009
    
    
    2008(Dollars in Thousands)Current federal
    
    $
    (598
    )
    
    $
    (71
    )Deferred federal
    
    
    (4,650
    )
    
    
    Current and deferred state
    
    
    
    
    
    
    Total tax benefit
    
    $
    (5,248
    )
    
    $
    (71
    )
  December 31,2009
    
    
    2008(Dollars in Thousands)Deferred tax assets:Accrued liabilities
    
    $
    1,985
    
    
    $
    1,163Accrued postretirement cost
    
    
    1,144
    
    
    
    1,048Accrued pension cost
    
    
    12,145
    
    
    
    14,096Tax loss and credit carry forwards
    
    
    22,511
    
    
    
    25,319State deferred taxes
    
    
    64
    
    
    
    185Unearned revenue
    
    
    1,658
    
    
    
    2,566Other
    
    
    940
    
    
    
    670Subtotal
    
    $
    40,447
    
    
    $
    45,047Less: valuation allowance
    
    $
    (28,244
    )
    
    $
    (31,451
    )Total deferred tax assets
    
    $
    12,203
    
    
    $
    13,596Deferred tax liabilities:Property, plant and equipment
    
    $
    (12,203
    )
    
    $
    (13,596
    )Total deferred tax liabilities
    
    $
    (12,203
    )
    
    $
    (13,596
    )Net deferred tax assets
    
    $
    
    
    
    $
    
    51




---



##### Table of Contents



Balance, January 1, 2008
    
    $
    3,685Additions for tax positions of the current year
    
    
    Additions for tax positions of prior years
    
    
    18Reductions for tax positions of prior years for
    
    
    Changes in judgment
    
    
    Settlements during the period
    
    
    Lapses of applicable statute of limitation
    
    
    Balance, December 31, 2008
    
    $
    3,703Balance, January 1, 2009
    
    $
    3,703Additions for tax positions of the current year
    
    
    Additions for tax positions of prior yearsReductions for tax positions of prior years forChanges in judgment
    
    
    Settlements during the period
    
    
    Lapses of applicable statute of limitation
    
    
    Balance, December 31, 2009
    
    $
    3,703
  7. Employee Benefits
  Retirement Benefit Plans
   52




---



##### Table of Contents



As of December 31,2009
    
    
    2008Equities
    
    
    61.4
    %
    
    
    56.0
    %Bonds
    
    
    35.6
    %
    
    
    30.0
    %Other
    
    
    3.0
    %
    
    
    14.0
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
   December 31,2009
    
    
    2008(Dollars in Thousands)Change in projected benefit obligation:Benefit obligation at beginning of year
    
    $
    121,167
    
    
    $
    123,165Interest cost
    
    
    7,191
    
    
    
    7,188Actuarial loss (gain)
    
    
    4,628
    
    
    
    (1,575
    )Curtailment loss
    
    
    
    
    
    
    907Benefits paid
    
    
    (8,731
    )
    
    
    (8,518
    )Benefit obligation at end of year
    
    $
    124,255
    
    
    $
    121,167
 December 31,2009
    
    
    2008(Dollars in Thousands)Change in plan assets:Fair value at beginning of year
    
    $
    77,807
    
    
    $
    118,383Actual return on plan assets
    
    
    17,483
    
    
    
    (35,247
    )Employer contributions
    
    
    213
    
    
    
    3,189Benefits paid
    
    
    (8,731
    )
    
    
    (8,518
    )Fair value at end of year
    
    
    86,772
    
    
    
    77,807Funded status
    
    $
    (37,483
    )
    
    $
    (43,360
    )
 December 31,2009
    
    
    2008(Dollars in Thousands)Amounts recognized in the balance sheet consist of:Current liabilities
    
    $
    (6,299
    )
    
    $
    (212
    )Non-current liabilities
    
    
    (31,184
    )
    
    
    (43,148
    )Net amount recognized in financial position
    
    $
    (37,483
    )
    
    $
    (43,360
    )
 December 31,2009
    
    
    2008(Dollars in Thousands)Amount recognized in accumulated other comprehensive loss consists of (pre-tax):Net loss
    
    $
    (28,022
    )
    
    $
    (38,098
    )Net amount
recognized in accumulated other comprehensive loss (1)
    
    $
    (28,022
    )
    
    $
    (38,098
    )
 
 (1)
    
    $1.9 million of actuarial loss in accumulated other
comprehensive loss as of December 31, 2009 is expected
to be recognized as a component of net pension costs
during 2010. $10.1 million of actuarial gain was recognized in other
comprehensive income during 2009. 53




---



##### Table of Contents



December 31,2009
    
    
    2008Weighted-average assumptions to determine benefit obligations:Discount Rate
    
    
    5.75
    %
    
    
    6.25
    %Rates of increase in salary compensation level
    
    
    
    
    
    
    
    Year Ended December 31,2009
    
    
    2008(Dollars in Thousands)Components of net pension costs (benefit):Interest on prior years projected benefit obligation
    
    
    7,191
    
    
    
    7,188Expected return on plan assets
    
    
    (5,613
    )
    
    
    (8,352
    )Net amortization of actuarial loss
    
    
    2,832
    
    
    
    31Curtailment loss
    
    
    
    
    
    
    907Net pension costs (benefit)
    
    $
    4,410
    
    
    $
    (226
    )
 December 31,2009
    
    
    2008(Dollars in Thousands)Changes in plan assets and benefit obligations recognized in
accumulated other comprehensive loss (pre-tax):Net loss
    
    $
    (28,022
    )
    
    $
    (38,098
    )Total
    
    $
    (28,022
    )
    
    $
    (38,098
    )
 December 31,2009
    
    
    2008(Dollars in Thousands)Weighted-average assumptions to determine net periodic benefit cost:Discount Rate
    
    
    6.25
    %
    
    
    6.00
    %Expected long-term rate of return on plan assets
    
    
    7.50
    %
    
    
    7.50
    %
  54




---



##### Table of Contents



Percentage of
    
    
    TargetLevel 1
    
    
    Level 2


    Level 3
    
    
    Total Assets
    
    
    Plan Assets
    
    
    Allocation 2010Asset Category:Cash and cash equivalents
    
    $
    2,611
    
    
    $
    


    $
    
    
    
    $
    2,611
    
    
    
    3
    %
    
    
    0-10
    %Mutual FundsInternational
    
    
    13,562
    
    




    
    
    
    
    
    13,562
    
    
    
    16
    %
    
    
    10-20
    %Large-Cap Value
    
    
    13,966
    
    




    
    
    
    
    
    13,966
    
    
    
    16
    %
    
    
    10-20
    %Small-Cap Growth
    
    
    2,570
    
    




    
    
    
    
    
    2,570
    
    
    
    3
    %
    
    
    0-5
    %Emerging Markets
    
    
    4,444
    
    




    
    
    
    
    
    4,444
    
    
    
    5
    %
    
    
    0-10
    %Mid-Cap Growth
    
    
    1,818
    
    




    
    
    
    
    
    1,818
    
    
    
    2
    %
    
    
    0-5
    %All Cap
    
    
    11,159
    
    




    
    
    
    
    
    11,159
    
    
    
    13
    %
    
    
    10-15
    %Small-Cap Value
    
    
    3,536
    
    




    
    
    
    
    
    3,536
    
    
    
    4
    %
    
    
    0-5
    %Mid-Cap Value
    
    
    2,224
    
    




    
    
    
    
    
    2,224
    
    
    
    2
    %
    
    
    0-5
    %Intermediate Fixed
Income/Core
    
    
    20,738
    
    




    
    
    
    
    
    20,738
    
    
    
    24
    %
    
    
    20-40
    %Long Duration Fixed Income
    
    
    2,519
    
    




    
    
    
    
    
    2,519
    
    
    
    3
    %
    
    
    0-15
    %Total Mutual Funds
    
    
    76,536
    
    




    
    
    
    
    
    76,536
    
    
    
    88
    %Guaranteed Deposit Account
    
    
    
    
    




    
    7,625
    
    
    
    7,625
    
    
    
    9
    %
    
    
    0
    %Total Plan Assets
    
    $
    79,147
    
    
    $



    $
    7,625
    
    
    $
    86,772
    
    
    
    100
    %
    Fair value as of December 31, 2008



$ 7,798Transfers



8,328Disbursements



(8,643
)Return on plan assets



142Fair value as of December 31, 2009



$ 7,625
  Postretirement Benefits Other Than Pensions
    55




---



##### Table of Contents



December 31,2009
    
    
    2008(Dollars in Thousands)Change in projected benefit obligation:Benefit obligation at beginning of year
    
    $
    8,144
    
    
    $
    11,019Service cost
    
    
    45
    
    
    
    55Interest cost
    
    
    484
    
    
    
    575Actuarial gain
    
    
    (368
    )
    
    
    (2,518
    )Curtailment loss
    
    
    
    
    
    
    290Benefits paid
    
    
    (701
    )
    
    
    (1,277
    )Benefit obligation at end of year
    
    $
    7,604
    
    
    $
    8,144Funded status
    
    $
    (7,604
    )
    
    $
    (8,144
    )
 December 31,2009
    
    
    2008(Dollars in Thousands)Amounts recognized in the balance sheet consist of:Current liabilities
    
    $
    (690
    )
    
    $
    (789
    )Non-current liabilities
    
    
    (6,914
    )
    
    
    (7,355
    )Net amount recognized in financial position
    
    $
    (7,604
    )
    
    $
    (8,144
    )
 December 31,2009
    
    
    2008(Dollars in Thousands)Amounts recognized in accumulated other comprehensive income consists
of (pre-tax):Net gain
    
    $
    760
    
    
    $
    391Plan amendment/prior service costs
    
    
    20,520
    
    
    
    22,686Net amount recognized in accumulated other comprehensive income
    
    $
    21,280
    
    
    $
    23,077
 Year Ended December 31,2009
    
    
    2008Discount rate used to determine benefit obligations
    
    
    5.25
    %
    
    
    6.25
    %
  56




---



##### Table of Contents



Year Ended December 31,2009
    
    
    2008(Dollars in Thousands)Components of net plan costs:Service cost
    
    $
    45
    
    
    $
    55Interest cost
    
    
    484
    
    
    
    575Net amortization:Prior service costs
    
    
    (2,164
    )
    
    
    (2,165
    )Net plan benefit
    
    $
    (1,635
    )
    
    $
    (1,535
    )Discount rate used to determine periodic cost
    
    
    6.25
    %
    
    
    6.00
    %
 December 31,2009
    
    
    2008(Dollars in Thousands)Changes in benefit obligations recognized in
accumulated other comprehensive (loss)
income (pre-tax):Net gain
    
    $
    368
    
    
    $
    2,519Amortization of prior service cost
    
    
    (2,164
    )
    
    
    (2,165
    )Total
    
    $
    (1,796
    )
    
    $
    354
  1% Increase
    
    
    1% Decrease(Dollars in Thousands)Effect on total of service and interest cost components
    
    $
    19
    
    
    $
    (17
    )Effect on post-retirement benefit obligation
    
    
    356
    
    
    
    (319
    )
 Estimated Future Benefits Payable
  OtherPensions-
    
    
    Pensions-
    
    
    Pensions-
    
    
    Postretirementhourly
    
    
    salaried
    
    
    other
    
    
    Benefits
    
    
    Total2010
    
    $
    3,474
    
    
    $
    5,174
    
    
    $
    209
    
    
    $
    690
    
    
    $
    9,5472011
    
    
    3,345
    
    
    
    5,203
    
    
    
    203
    
    
    
    687
    
    
    
    9,4382012
    
    
    3,293
    
    
    
    5,259
    
    
    
    196
    
    
    
    719
    
    
    
    9,4672013
    
    
    3,294
    
    
    
    5,219
    
    
    
    188
    
    
    
    735
    
    
    
    9,4362014
    
    
    3,222
    
    
    
    5,195
    
    
    
    181
    
    
    
    739
    
    
    
    9,3372015-2019
    
    
    16,273
    
    
    
    26,839
    
    
    
    779
    
    
    
    3,510
    
    
    
    47,401
 Long-term Incentive Plan
  57




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##### Table of Contents



Bonus Plan and Gain Sharing Plan
  Key Employee Protection Plan
     58




---



##### Table of Contents



Severance Pay Plan
    Savings and Investment Plan
  59




---



##### Table of Contents



Employment Agreement
  Stock-Based Compensation
   2008Expected life (years)
    
    
    7.5Expected volatility
    
    
    54.3
    %Expected dividend yield
    
    
    Risk-free interest rate
    
    
    3.5
    %
    60




---



##### Table of Contents



Weighted-Average
    
    
    Weighted-Average
    
    
    AggregateExercise
    
    
    Remaining
    
    
    IntrinsicShares
    
    
    Price
    
    
    Contractual Term
    
    
    ValueOutstanding at beginning of year
    
    
    347,500
    
    
    $
    31.60Forfeited
    
    
    (123,333
    )
    
    
    31.60Outstanding at end of year
    
    
    224,167
    
    
    $
    31.60
    
    
    5.6 years
    
    $
    Options exercisable at end of year
    
    
    144,167
    
    
    
    
    
    
    2.6 years
    
    $
    
  Weighted-AverageOutstanding
    
    
    Grant-Date FairShares
    
    
    ValueUnvested as of December 31, 2008
    
    
    125,000
    
    
    $
    Vested
    
    
    (41,667
    )
    
    
    7.25Forfeited
    
    
    (3,333
    )
    
    
    5.76Unvested as of December 31, 2009
    
    
    80,000
    
    
    $
    7.31
  9. Commitments and Contingencies
 Product Contracts:
  Environmental Regulations :
   Legal Proceedings:
  61




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##### Table of Contents



10. Leasing Arrangements
  62




---



##### Table of Contents



Machinery and equipment
    
    $
    81,842Other
    
    
    1,367Less: accumulated depreciation
    
    
    (52,939
    )$
    30,270
  Year ending December 31:2010
    
    $
    8,1952011
    
    
    4,8752012
    
    
    4,8752013
    
    
    4,8752014
    
    
    4,875Thereafter
    
    
    7,716$
    35,411
  Year ended December 31,2009
    
    
    2008Minimum rentals
    
    $
    3,260
    
    
    $
    3,200Contingent rentals(1)
    
    
    16,742
    
    
    
    28,634$
    20,002
    
    
    $
    31,834
 
 (1)
    
    Contingent rentals are primarily based on profit sharing.  Year ending December 31:2010
    
    $
    7,7512011
    
    
    7,7512012
    
    
    7,7512013
    
    
    7,7512014
    
    
    7,751Thereafter
    
    
    12,272$
    51,027
  63




---



##### Table of Contents



Year ended December 31,2009
    
    
    2008Minimum rentals
    
    $
    7,751
    
    
    $
    7,751Contingent rentals(1)
    
    
    
    
    
    
    216$
    7,751
    
    
    $
    7,967
 
 (1)
    
    Contingent rentals are based on carbon monoxide purchases in excess of the
minimum purchase requirement.  11. Operating Segment and Sales Information
  Year ended December 31,2009
    
    
    2008(Dollars in Thousands)Revenues:Acetic acid
    
    $
    87,270
    
    
    $
    129,696Plasticizers
    
    
    26,044
    
    
    
    31,030Other
    
    
    1,020
    
    
    
    949Total
    
    $
    114,334
    
    
    $
    161,675Segment gross profit (loss):Acetic acid
    
    $
    5,521
    
    
    $
    28,135Plasticizers
    
    
    5,878
    
    
    
    4,133Other(1)
    
    
    (265
    )
    
    
    (2,122
    )Total
    
    
    11,134
    
    
    
    30,146Selling, general and administrative expenses
    
    
    12,875
    
    
    
    12,331Impairment of long-lived assets
    
    
    
    
    
    
    7,403Interest and debt related expenses
    
    
    15,767
    
    
    
    17,175Interest income
    
    
    (742
    )
    
    
    (4,408
    )Other income
    
    
    (3,481
    )
    
    
    (2,030
    )(Loss) income from continuing operations before income tax
    
    $
    (13,285
    )
    
    $
    (325
    )Depreciation and amortization expenses:Acetic acid
    
    $
    7,434
    
    
    $
    6,209Plasticizers
    
    
    1,306
    
    
    
    1,724Other(2)
    
    
    1,112
    
    
    
    1,669Total
    
    $
    9,852
    
    
    $
    9,602Capital expenditures:Acetic acid
    
    $
    5,864
    
    
    $
    3,467Other  plant infrastructure
    
    
    4,665
    
    
    
    2,950Total
    
    $
    10,529
    
    
    $
    6,417
 64




---



##### Table of Contents



December 31,2009
    
    
    2008(Dollars in Thousands)Total assets:Acetic acid
    
    $
    35,362
    
    
    $
    40,241Plasticizers
    
    
    5,412
    
    
    
    6,345Other(3)
    
    
    179,391
    
    
    
    218,656Total
    
    $
    220,165
    
    
    $
    265,242
 
 (1)
    
    Gross loss for Other includes various unallocated corporate charges and
credits.(2)
    
    Includes depreciation and amortization expenses for discontinued operations of less
than $0.1 million and $0.5 million for the periods ended December 31, 2009 and December 31,
2008, respectively.(3)
    
    Components of Other are presented in the table below: December 31,2009
    
    
    2008(Dollars in Thousands)Other:Corporate:Cash
    
    $
    123,778
    
    
    $
    156,126Other
    
    
    17,677
    
    
    
    20,634Plant infrastructure:Property, plant and equipment, net
    
    
    37,912
    
    
    
    41,730Assets of discontinued operations
    
    
    24
    
    
    
    166Total
    
    $
    179,391
    
    
    $
    218,656
  Year ended December 31,2009
    
    
    2008(Dollars in Thousands)Major customers:BP Chemicals
    
    $
    87,270
    
    
    $
    129,696BASF Corporation
    
    
    26,044
    
    
    
    31,030
 12. Fair Value Measurements
 Fair Value of Financial Instruments
  Year Ended December 31,2009
    
    
    2008Carrying Value
    
    
    Fair Value
    
    
    Carrying Value
    
    
    Fair Value10.25% senior
secured notes due
April 2015
    
    $
    125,000
    
    
    $
    119,400
    
    
    $
    150,000
    
    
    $
    132,000
  Nonrecurring Fair Value Measurements
 65




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##### Table of Contents



13. Capital Stock
  14. Series A Convertible Preferred Stock
   
    
    the liquidation preference for such shares (plus accrued and unpaid dividends);
    
    in the event of a merger or consolidation, the fair market value of the consideration
that would have been received in such merger or consolidation in respect of the shares of
our common stock into which such shares of our Preferred Stock were convertible immediately
prior to such merger or consolidation had such shares of our Preferred Stock been converted
prior thereto; or
    
    in the event of some other specified change of control, the current market value of the
shares of our common stock into which such shares of our Preferred Stock were convertible
immediately prior to such change of control had such shares of our Preferred Stock been
converted prior thereto (plus accrued and unpaid dividends).
   66




---



##### Table of Contents



Assumptions utilized in the Black-Scholes model include:
    
    2009
    
    
    2008Risk-free interest rate
    
    
    2.7
    %
    
    
    1.6
    %Volatility
    
    
    72.2
    %
    
    
    63.6
    %Dividend yield
    
    
    
    
    
    
    Expected term
    
    
    5.0
    
    
    
    5.0
  15. Related Party Transactions
  16. New Accounting Standards
 Adoption of Accounting Standards:
   67




---



##### Table of Contents




    
    how investment allocation decisions are made, including the factors that are
pertinent to an understanding of investment policies and strategies;
    
    the major categories of plan assets;
    
    the inputs and valuation techniques used to measure the fair value of plan assets;
    
    the effect of fair value measurements using significant unobservable inputs (Level
3) on changes in plan assets for reporting periods; and
    
    significant concentrations of risk within plan assets.
    68




---



##### Table of Contents



TM
  Future Adoption of Accounting Standards:
   
    
    a reporting entity to disclose separately the amounts of significant transfers in and
out of Level 1 and Level 2 fair value measurements and describe the reasons for the
transfers; and
    
    in the reconciliation for fair value measurements using significant unobservable
inputs, a reporting entity to present separately information about purchases, sales,
issuances and settlements.
  69




---



##### Table of Contents




    
    for purposes of reporting fair value measurement for each class of assets and
liabilities, a reporting entity needs to use judgment in determining the appropriate
classes of assets and liabilities; and
    
    a reporting entity should provide disclosures about the valuation techniques and
inputs used to measure fair value for both recurring and nonrecurring fair value
measurements.
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A(T). Controls and Procedures
 Evaluation of Disclosure Controls and Procedures.
 Managements Annual Report on Internal Control over Financial Reporting
    70




---



##### Table of Contents



Changes in Internal Control over Financial Reporting.
 71




---



##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  
 Item 14. Principal Accountant Fees and Services
  72




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Consolidated Financial statement Schedules
 (a)
    
    Financial Statements, Financial Statement Schedules and Exhibits.
 1.
    
    Consolidated Financial Statements. See Item 8. Financial Statements and
Supplementary Data  Index to Financial Statements.2.
    
    Consolidated Financial Statement Schedules. All schedules for which provision is
made in Regulation S-X either are not required under the related instruction or are
inapplicable and, therefore, have been omitted.3.
    
    Exhibits. See the Exhibit Index for a list of those exhibits filed herewith,
which index also includes and identifies management contracts or compensatory plans or
arrangements required to be filed as exhibits to this Form 10-K by Item 601(b)(10)(iii)
of Regulation S-K.
 (b)
    
    Exhibit Index.
 ExhibitNumber
    
    
    
    Description of Exhibit3.1
    
    
    
    Second Amended and Restated Certification of Incorporation of Sterling
Chemicals, Inc. (incorporated herein by reference to Annex A to the
Companys definitive proxy statement on Schedule 14A filed on April 15,
2008).3.1(a)
    
    
    
    Certificate of Amendment to the Second Amended and Restated Certificate of
Incorporation of Sterling Chemicals, Inc. (incorporated herein by
reference from Exhibit 3.1 to our Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2009).3.2
    
    
    
    Restated Certificate of Designations, Preferences, Rights and Limitations
of Series A Convertible Preferred Stock of Sterling Chemicals, Inc.
(incorporated herein by reference from Exhibit 3.2 to our Annual Report on
Form 10-K for the fiscal year ended December 31, 2003).3.3
    
    
    
    Restated Bylaws of Sterling Chemicals, Inc. (conformed copy) (incorporated
herein by reference from Exhibit 3.3 to our Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2007).4.1
    
    
    
    Tag Along Agreement dated as of December 19, 2002 by and among Sterling
Chemicals, Inc., Resurgence Asset Management, L.L.C. and the Official
Committee of the Unsecured Creditors (incorporated herein by reference
from Exhibit 8 to our Form 8-A filed on December 19, 2002 (SEC File Number
000-50132)).4.2
    
    
    
    Indenture dated March 29, 2007 by and among Sterling Chemicals, Inc., as
Issuer, Sterling Chemicals Energy, Inc., as Guarantor, and U. S. Bank
National Association, as Trustee and Collateral Agent, governing the 101/4%
Senior Secured Notes due 2015 of Sterling Chemicals, Inc. (incorporated
herein by reference from Exhibit 4.2 to our Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2007).4.3
    
    
    
    Deed of Trust, Assignment of Leases and Rents, Security Agreement and
Fixture Filing dated March 29, 2007 made by Sterling Chemicals, Inc.,
Trustor, to Stanley Keeton, an Individual Trustee, for the benefit of U.
S. Bank National Association, as Collateral Agent, Beneficiary.
(incorporated herein by reference from Exhibit 4.3 to our Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2007).4.4
    
    
    
    Security Agreement dated as of March 29, 2007 by and among Sterling
Chemicals, Inc. and Sterling Chemicals Energy, Inc., as Assignors, U. S.
Bank National Association, as
 73




---



##### Table of Contents



ExhibitNumber
    
    
    
    Description of ExhibitCollateral Agent, and U. S. Bank National
Association, as Indenture Trustee for the benefit of the holders the 101/4%
Senior Secured Notes due 2015 of Sterling Chemicals, Inc. (incorporated
herein by reference from Exhibit 4.4 to our Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2007).4.5
    
    
    
    Pledge Agreement dated as of March 29, 2007 by Sterling Chemicals, Inc.
and Sterling Chemicals Energy, Inc. in favor of U. S. Bank National
Association, as Collateral Agent for the Secured Parties (incorporated
herein by reference from Exhibit 4.5 to our Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2007).4.6
    
    
    
    Registration Rights Agreement dated as of March 29, 2007 by and among
Sterling Chemicals, Inc., as the Company, Sterling Chemicals Energy, Inc.,
as Guarantor, and Jefferies & Company, Inc. and CIBC World Markets Corp.,
as the Initial Purchasers of the 101/4% Senior Secured Notes due 2015 of
Sterling Chemicals, Inc. (incorporated herein by reference from Exhibit
4.6 to our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2007).10.1
    
    
    
    Amended and Restated Revolving Credit Agreement dated as of March 29, 2007
by and among Sterling Chemicals, Inc. and Sterling Chemicals Energy, Inc.,
as Borrowers, the various financial institutions as are or may become
parties thereto from time to time, as the Lenders, and The CIT
Group/Business Credit, Inc., as the Administrative Agent for the Lenders,
and Wachovia Bank, National Association, as Documentation Agent
(incorporated herein by reference from Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2007).10.1(a)
    
    
    
    First Amendment to Amended and Restated Revolving Credit Agreement dated
as of November 7, 2008 among Sterling Chemicals, Inc., The CIT
Group/Business Credit, Inc., as the Administrative Agent for the Lenders
and the Lenders (incorporated herein by reference from Exhibit 10.1 to our
Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2008).**10.1(b)
    
    
    
    Letter dated December 10, 2009 from Sterling Chemicals Inc. electing to
terminate Amended and Restated Revolving Credit Agreement dated March 29,
2007 by and among Sterling Chemicals, Inc. and Sterling Chemicals Energy,
Inc., as Borrowers, the various financial institutions as are or may
become parties thereto from time to time, as the Lenders, and The CIT
Group/Business Credit, Inc., as the Administrative Agent for the Lenders,
and Wachovia Bank, National Association, as Documentation Agent.10.2
    
    
    
    Amended and Restated Security Agreement dated as of March 29, 2007 made by
Sterling Chemicals, Inc. and Sterling Chemicals Energy, Inc., as Grantors,
in favor of The CIT Group/Business Credit, Inc. as Administrative Agent
for the Secured Parties (incorporated herein by reference from Exhibit
10.2 to our Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2007).10.3
    
    
    
    Amended and Restated Pledge Agreement dated as of March 29, 2007 made by
Sterling Chemicals, Inc. and Sterling Chemicals Energy, Inc. as Pledgors,
in favor of The CIT Group/Business Credit, Inc., as Administrative Agent
for the Secured Parties (incorporated herein by reference from Exhibit
10.3 to our Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2007).10.4
    
    
    
    Intercreditor Agreement dated as of March 29, 2007 among Sterling
Chemicals, Inc. and Sterling Chemicals Energy, Inc., as Borrowers, The CIT
Group/Business Credit, Inc., as First Lien Collateral Agent, and U. S.
Bank National Association, as Second Lien Collateral Agent (incorporated
herein by reference from Exhibit 10.4 to our Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2007).10.5*
    
    
    
    Second Amended and Restated 2002 Stock Plan (incorporated herein by
reference from Exhibit 10.1 to our Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2009).
 74




---



##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibit10.6*
    
    
    
    Long-Term Incentive Plan (incorporated herein by reference from Exhibit
10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2009).**10.7
    
    
    
    $5,000,000 Revolving Line of Credit for letters of credit from JP Morgan
Chase Bank, N.A. to Sterling Chemicals, Inc.10.8*
    
    
    
    Fifth Amended and Restated Key Employee Protection Plan (incorporated
herein by reference from Exhibit 10.2 to our Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2006).**10.8(a)*
    
    
    
    First Amendment to Fifth Amended and Restated Key Employee Protection Plan.10.9*
    
    
    
    Fourth Amended and Restated Severance Pay Plan (incorporated herein by
reference from Exhibit 10.2 to our Quarterly Report on Form 10-Q for the
quarterly period September 30, 2009).**10.9(a)*
    
    
    
    First Amendment to Fourth Amended and Restated Severance Pay Plan.10.10*
    
    
    
    Sterling Chemicals, Inc. Amended and Restated Salaried Employees Pension
Plan (incorporated herein by reference from Exhibit 10.3 to our Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2006).10.10(a)*
    
    
    
    First Amendment to the Sterling Chemicals, Inc. Amended and Restated
Salaried Employees Pension Plan (incorporated herein by reference from
Exhibit 10.7(a) to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2006).10.10(b)*
    
    
    
    Second Amendment to the Sterling Chemicals, Inc. Amended and Restated
Salaried Employees Pension Plan (incorporated herein by reference from
Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2007).10.10(c)*
    
    
    
    Third Amendment to the Sterling Chemicals, Inc. Amended and Restated
Salaried Employees Pension Plan (incorporated herein by reference from
Exhibit 10.8(c) to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2007).10.10(d)*
    
    
    
    Fourth Amendment to the Sterling Chemicals, Inc. Amended and Restated
Salaried Employees Pension Plan (incorporated herein by reference from
Exhibit 10.8(d) to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2007).10.10(e)*
    
    
    
    415 Compliance Appendix to Sterling Chemicals, Inc. Amended and Restated
Salaried Employees Pension Plan (incorporated herein by reference from
Exhibit 10.8(e) to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2008).**10.10(f)*
    
    
    
    Sixth Amendment to the Sterling Chemicals, Inc. Amended and Restated
Salaried Employees Pension Plan.10.11*
    
    
    
    Sterling Chemicals, Inc. Pension Benefit Equalization Plan (incorporated
herein by reference from Exhibit 10.10 to our Registration Statement on
Form S-1 (Registration No. 33-24020)).10.11(a)*
    
    
    
    First Amendment to Sterling Chemicals, Inc. Pension Benefit Equalization
Plan (incorporated herein by reference from Exhibit 10.9(a) to our Annual
Report on
Form 10-K for the fiscal year ended December 31, 2004).10.12*
    
    
    
    Sterling Chemicals, Inc. Amended and Restated Supplemental Employee
Retirement Plan (incorporated herein by reference from Exhibit 10.34 to
our Annual Report on Form 10-K for the fiscal year ended September 30,
1989 (SEC File Number 1-10059)).
 75




---



##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibit10.12(a)*
    
    
    
    First Amendment to Sterling Chemicals, Inc. Amended and Restated
Supplemental Employee Retirement Plan (incorporated herein by reference
from Exhibit 10.10(a) to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2004).10.13
    
    
    
    Sterling Chemicals, Inc. Amended and Restated Hourly Paid Employees
Pension Plan (Effective as of January 1, 2007) (incorporated herein by
reference from Exhibit 10.2 to our Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007).10.13(a)
    
    
    
    First Amendment to the Sterling Chemicals, Inc. Amended and Restated
Hourly Paid Employees Pension Plan (Effective as of January 1, 2007)
(incorporated herein by reference from Exhibit 10.11(a) to our Annual
Report on Form 10-K for the fiscal year ended December 31, 2007).10.13(b)
    
    
    
    415 Compliance Appendix to Sterling Chemicals, Inc. Amended and Restated
Hourly Paid Employees Pension Plan. (incorporated herein by reference
from Exhibit 10.11(b) to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2008).**10.13(c)
    
    
    
    Third Amendment to the Sterling Chemicals, Inc. Amended and Restated
Hourly Paid Employees Pension Plan.**10.13(d)
    
    
    
    Fourth Amendment to the Sterling Chemicals, Inc. Amended and Restated
Hourly Paid Employees Pension Plan.**10.14*
    
    
    
    Sterling Chemicals, Inc. Savings and Investment Plan.**10.15*
    
    
    
    2010 Bonus Plan10.16*
    
    
    
    2009 Bonus Plan (incorporated herein by reference from Exhibit 10.1 to our
Form 8-K filed January 15, 2009).10.17*
    
    
    
    2008 Bonus Plan (incorporated herein by reference from Exhibit 10.2 to our
Current Report on Form 8-K filed on August 22, 2008).10.18*
    
    
    
    Sterling Chemicals, Inc. Comprehensive Welfare Benefit Plan (incorporated
herein by reference from Exhibit 10.3 to our Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2007).10.18(a)*
    
    
    
    First Amendment to the Sterling Chemicals, Inc. Comprehensive Welfare
Benefit Plan (incorporated herein by reference from Exhibit 10.14(a) to
our Annual Report on Form 10-K for the fiscal year ended December 31,
2008).**10.18(b)*
    
    
    
    Second Amendment to the Sterling Chemicals, Inc. Comprehensive Welfare
Benefit Plan.10.19
    
    
    
    Articles of Agreement between Sterling Chemicals, Inc., its successors and
assigns, and Texas City, Texas Metal Trades Council, AFL-CIO Texas City,
Texas, May 1, 2007 to May 1, 2012 (incorporated herein by reference from
Exhibit 10.5 to our Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2007).10.20*
    
    
    
    Form of Indemnity Agreement between Sterling Chemicals, Inc. and each of
its officers and directors (incorporated herein by reference from Exhibit
10.17 to our Annual Report on Form 10-K for the fiscal year ended
September 30, 1996 (SEC File Number 333-04343-01)).+10.21
    
    
    
    2008 Amended and Restated Production Agreement dated effective as of
January 1, 2008 between BP Amoco Chemical Company and Sterling Chemicals,
Inc. (incorporated herein by reference from Exhibit 10.1 to our Current
Report on Form 8-K filed on August 22, 2008).
 76




---



##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibit+10.22
    
    
    
    Third Amended and Restated Plasticizers Production Agreement dated
effective as of April 1, 2008 between BASF Corporation and Sterling
Chemicals, Inc. (incorporated herein by reference from Exhibit 10.1 to our
Current Report on Form 8-K filed on July 25, 2008).+10.22(a)
    
    
    
    First Amendment to Third Amended and Restated Plasticizers Production
Agreement dated effective as of July 1, 2009 between BASF Corporation and
Sterling Chemicals, Inc. (incorporated herein by reference from Exhibit
10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2009).10.23
    
    
    
    License Agreement dated August 1, 1986 between Monsanto Company and
Sterling Chemicals, Inc. (incorporated herein by reference from Exhibit
10.25 to our Registration Statement on Form S-1 (Registration No.
33-24020)).+10.24
    
    
    
    Agreement for the Exclusive Supply of Styrene by and between Sterling
Chemicals, Inc. and NOVA Chemicals Inc., dated September 17, 2007
(incorporated herein by reference from Exhibit 10.20 to Amendment No. 1 to
our Form S-4 Registration Statement (Registration No. 333-145803)).10.25*
    
    
    
    Amended and Restated Employment Agreement between Sterling Chemicals, Inc.
and John V. Genova, dated as of June 16, 2009 but retroactively effective
to May 27, 2008 (incorporated herein by reference from Exhibit 10.1 to our
Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2009).**10.25(a)*
    
    
    
    First Amendment to Amended and Restated Employment Agreement between
Sterling Chemicals, Inc. and John V. Genova.14.1
    
    
    
    Sterling Chemicals, Inc. Code of Ethics for the Chief Executive Officer
and Senior Financial Officers (incorporated herein by reference from
Exhibit 14.1 to our Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2003).**21.1
    
    
    
    Subsidiaries of Sterling Chemicals, Inc.**23.1
    
    
    
    Consent of Grant Thornton LLP**31.1
    
    
    
    Rule 13a-14(a) Certification of the Chief Executive Officer**31.2
    
    
    
    Rule 13a-14(a) Certification of the Principal Financial Officer**32.1
    
    
    
    Section 1350 Certification of the Chief Executive Officer**32.2
    
    
    
    Section 1350 Certification of the Principal Financial Officer**99.1
    
    
    
    Amended and Restated Audit Committee Charter of Sterling Chemicals, Inc.99.2
    
    
    
    Compensation Committee Charter of Sterling Chemicals, Inc. (incorporated
herein by reference from Exhibit 99.1 to our Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2006).
 
 *
    
    Management contracts or compensatory plans or arrangements.**
    
    Filed or furnished herewith.+
    
    Portions of the exhibit have been omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment. 77




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##### Table of Contents



SIGNATURES
  STERLING CHEMICALS, INC.
(Registrant)By:
    /s/ JOHN V. GENOVAJohn V. GenovaPresident, Chief Executive Officer and Director By:
    /s/ DAVID J. COLLINSDavid J. CollinsSenior Vice President and Chief Financial Officer
Principal Financial Officer   Signature
    
    Title
    
    DatePrincipal Executive Officer:/s/ JOHN V. GENOVA

John V. Genova
    
    President, Chief Executive Officer and
Director
    
    March 24, 2010Principal Financial Officer:/s/ DAVID J. COLLINS

David J. Collins
    
    Senior Vice President and Chief
Financial Officer Principal
Financial Officer
    
    March 24, 2010Principal Accounting Officer:/s/ CARLA E. STUCKY

Carla E. Stucky
    
    Vice President and Corporate Controller Principal
Accounting Officer
    
    March 24, 2010/s/ RICHARD K. CRUMP

Richard K. Crump
    
    Director
    
    March 24, 2010/s/ JOHN W. GILDEA

John W. Gildea
    
    Director
    
    March 24, 2010/s/ DANIEL M.  FISHBANE

Daniel M. Fishbane
    
    Director
    
    March 24, 2010/s/ KARL W. SCHWARZFELD

Karl W. Schwarzfeld
    
    Director
    
    March 24, 2010/s/ PHILIP M. SIVIN

Philip M. Sivin
    
    Director
    
    March 24, 2010/s/ DR. PETER TING KAI WU

Dr. Peter Ting Kai Wu
    
    Director
    
    March 24, 2010/s/ JOHN L. TEEGER

John L. Teeger
    
    Director
    
    March 24, 2010
 78




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    
    
    Description of Exhibit3.1
    
    
    
    Second Amended and Restated Certification of Incorporation of Sterling
Chemicals, Inc. (incorporated herein by reference to Annex A to the
Companys definitive proxy statement on Schedule 14A filed on April 15,
2008).3.1(a)
    
    
    
    Certificate of Amendment to the Second Amended and Restated Certificate of
Incorporation of Sterling Chemicals, Inc. (incorporated herein by
reference from Exhibit 3.1 to our Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2009).3.2
    
    
    
    Restated Certificate of Designations, Preferences, Rights and Limitations
of Series A Convertible Preferred Stock of Sterling Chemicals, Inc.
(incorporated herein by reference from Exhibit 3.2 to our Annual Report on
Form 10-K for the fiscal year ended December 31, 2003).3.3
    
    
    
    Restated Bylaws of Sterling Chemicals, Inc. (conformed copy) (incorporated
herein by reference from Exhibit 3.3 to our Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2007).4.1
    
    
    
    Tag Along Agreement dated as of December 19, 2002 by and among Sterling
Chemicals, Inc., Resurgence Asset Management, L.L.C. and the Official
Committee of the Unsecured Creditors (incorporated herein by reference
from Exhibit 8 to our Form 8-A filed on December 19, 2002 (SEC File Number
000-50132)).4.2
    
    
    
    Indenture dated March 29, 2007 by and among Sterling Chemicals, Inc., as
Issuer, Sterling Chemicals Energy, Inc., as Guarantor, and U. S. Bank
National Association, as Trustee and Collateral Agent, governing the 101/4%
Senior Secured Notes due 2015 of Sterling Chemicals, Inc. (incorporated
herein by reference from Exhibit 4.2 to our Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2007).4.3
    
    
    
    Deed of Trust, Assignment of Leases and Rents, Security Agreement and
Fixture Filing dated March 29, 2007 made by Sterling Chemicals, Inc.,
Trustor, to Stanley Keeton, an Individual Trustee, for the benefit of U.
S. Bank National Association, as Collateral Agent, Beneficiary.
(incorporated herein by reference from Exhibit 4.3 to our Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2007).4.4
    
    
    
    Security Agreement dated as of March 29, 2007 by and among Sterling
Chemicals, Inc. and Sterling Chemicals Energy, Inc., as Assignors, U. S.
Bank National Association, as Collateral Agent, and U. S. Bank National
Association, as Indenture Trustee for the benefit of the holders the 101/4%
Senior Secured Notes due 2015 of Sterling Chemicals, Inc. (incorporated
herein by reference from Exhibit 4.4 to our Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2007).4.5
    
    
    
    Pledge Agreement dated as of March 29, 2007 by Sterling Chemicals, Inc.
and Sterling Chemicals Energy, Inc. in favor of U. S. Bank National
Association, as Collateral Agent for the Secured Parties (incorporated
herein by reference from Exhibit 4.5 to our Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2007).4.6
    
    
    
    Registration Rights Agreement dated as of March 29, 2007 by and among
Sterling Chemicals, Inc., as the Company, Sterling Chemicals Energy, Inc.,
as Guarantor, and Jefferies & Company, Inc. and CIBC World Markets Corp.,
as the Initial Purchasers of the 101/4% Senior Secured Notes due 2015 of
Sterling Chemicals, Inc. (incorporated herein by reference from Exhibit
4.6 to our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2007).
 79




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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibit10.1
    
    
    
    Amended and Restated Revolving Credit Agreement dated as of March 29, 2007
by and among Sterling Chemicals, Inc. and Sterling Chemicals Energy, Inc.,
as Borrowers, the various financial institutions as are or may become
parties thereto from time to time, as the Lenders, and The CIT
Group/Business Credit, Inc., as the Administrative Agent for the Lenders,
and Wachovia Bank, National Association, as Documentation Agent
(incorporated herein by reference from Exhibit 10.1 to our Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2007).10.1(a)
    
    
    
    First Amendment to Amended and Restated Revolving Credit Agreement dated
as of November 7, 2008 among Sterling Chemicals, Inc., The CIT
Group/Business Credit, Inc., as the Administrative Agent for the Lenders
and the Lenders (incorporated herein by reference from Exhibit 10.1 to our
Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2008).**10.1(b)
    
    
    
    Letter dated December 10, 2009 from Sterling Chemicals Inc. electing to
terminate Amended and Restated Revolving Credit Agreement dated March 29,
2007 by and among Sterling Chemicals, Inc. and Sterling Chemicals Energy,
Inc., as Borrowers, the various financial institutions as are or may
become parties thereto from time to time, as the Lenders, and The CIT
Group/Business Credit, Inc., as the Administrative Agent for the Lenders,
and Wachovia Bank, National Association, as Documentation Agent.10.2
    
    
    
    Amended and Restated Security Agreement dated as of March 29, 2007 made by
Sterling Chemicals, Inc. and Sterling Chemicals Energy, Inc., as Grantors,
in favor of The CIT Group/Business Credit, Inc. as Administrative Agent
for the Secured Parties (incorporated herein by reference from Exhibit
10.2 to our Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2007).10.3
    
    
    
    Amended and Restated Pledge Agreement dated as of March 29, 2007 made by
Sterling Chemicals, Inc. and Sterling Chemicals Energy, Inc. as Pledgors,
in favor of The CIT Group/Business Credit, Inc., as Administrative Agent
for the Secured Parties (incorporated herein by reference from Exhibit
10.3 to our Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2007).10.4
    
    
    
    Intercreditor Agreement dated as of March 29, 2007 among Sterling
Chemicals, Inc. and Sterling Chemicals Energy, Inc., as Borrowers, The CIT
Group/Business Credit, Inc., as First Lien Collateral Agent, and U. S.
Bank National Association, as Second Lien Collateral Agent (incorporated
herein by reference from Exhibit 10.4 to our Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2007).10.5*
    
    
    
    Second Amended and Restated 2002 Stock Plan (incorporated herein by
reference from Exhibit 10.1 to our Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2009).10.6*
    
    
    
    Long-Term Incentive Plan (incorporated herein by reference from Exhibit
10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2009).**10.7
    
    
    
    $5,000,000 Revolving Line of Credit for letters of credit from JP Morgan
Chase Bank, N.A. to Sterling Chemicals, Inc.10.8*
    
    
    
    Fifth Amended and Restated Key Employee Protection Plan (incorporated
herein by reference from Exhibit 10.2 to our Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2006).**10.8(a)*
    
    
    
    First Amendment to Fifth Amended and Restated Key Employee Protection Plan.10.9*
    
    
    
    Fourth Amended and Restated Severance Pay Plan (incorporated herein by
reference from Exhibit 10.2 to our Quarterly Report on Form 10-Q for the
quarterly period September 30, 2009).
 80




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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibit**10.9(a)*
    
    
    
    First Amendment to Fourth Amended and Restated Severance Pay Plan.10.10*
    
    
    
    Sterling Chemicals, Inc. Amended and Restated Salaried Employees Pension
Plan (incorporated herein by reference from Exhibit 10.3 to our Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2006).10.10(a)*
    
    
    
    First Amendment to the Sterling Chemicals, Inc. Amended and Restated
Salaried Employees Pension Plan (incorporated herein by reference from
Exhibit 10.7(a) to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2006).10.10(b)*
    
    
    
    Second Amendment to the Sterling Chemicals, Inc. Amended and Restated
Salaried Employees Pension Plan (incorporated herein by reference from
Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2007).10.10(c)*
    
    
    
    Third Amendment to the Sterling Chemicals, Inc. Amended and Restated
Salaried Employees Pension Plan (incorporated herein by reference from
Exhibit 10.8(c) to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2007).10.10(d)*
    
    
    
    Fourth Amendment to the Sterling Chemicals, Inc. Amended and Restated
Salaried Employees Pension Plan (incorporated herein by reference from
Exhibit 10.8(d) to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2007).10.10(e)*
    
    
    
    415 Compliance Appendix to Sterling Chemicals, Inc. Amended and Restated
Salaried Employees Pension Plan (incorporated herein by reference from
Exhibit 10.8(e) to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2008).**10.10(f)*
    
    
    
    Sixth Amendment to the Sterling Chemicals, Inc. Amended and Restated
Salaried Employees Pension Plan.10.11*
    
    
    
    Sterling Chemicals, Inc. Pension Benefit Equalization Plan (incorporated
herein by reference from Exhibit 10.10 to our Registration Statement on
Form S-1 (Registration No. 33-24020)).10.11(a)*
    
    
    
    First Amendment to Sterling Chemicals, Inc. Pension Benefit Equalization
Plan (incorporated herein by reference from Exhibit 10.9(a) to our Annual
Report on
Form 10-K for the fiscal year ended December 31, 2004).10.12*
    
    
    
    Sterling Chemicals, Inc. Amended and Restated Supplemental Employee
Retirement Plan (incorporated herein by reference from Exhibit 10.34 to
our Annual Report on Form 10-K for the fiscal year ended September 30,
1989 (SEC File Number 1-10059)).10.12(a)*
    
    
    
    First Amendment to Sterling Chemicals, Inc. Amended and Restated
Supplemental Employee Retirement Plan (incorporated herein by reference
from Exhibit 10.10(a) to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2004).10.13
    
    
    
    Sterling Chemicals, Inc. Amended and Restated Hourly Paid Employees
Pension Plan (Effective as of January 1, 2007) (incorporated herein by
reference from Exhibit 10.2 to our Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2007).10.13(a)
    
    
    
    First Amendment to the Sterling Chemicals, Inc. Amended and Restated
Hourly Paid Employees Pension Plan (Effective as of January 1, 2007)
(incorporated herein by reference from Exhibit 10.11(a) to our Annual
Report on Form 10-K for the fiscal year ended December 31, 2007).10.13(b)
    
    
    
    415 Compliance Appendix to Sterling Chemicals, Inc. Amended and Restated
Hourly Paid Employees Pension Plan. (incorporated herein by reference
from Exhibit 10.11(b) to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2008).
 81




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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibit**10.13(c)
    
    
    
    Third Amendment to the Sterling Chemicals, Inc. Amended and Restated
Hourly Paid Employees Pension Plan.**10.13(d)
    
    
    
    Fourth Amendment to the Sterling Chemicals, Inc. Amended and Restated
Hourly Paid Employees Pension Plan.**10.14*
    
    
    
    Sterling Chemicals, Inc. Savings and Investment Plan.**10.15*
    
    
    
    2010 Bonus Plan10.16*
    
    
    
    2009 Bonus Plan (incorporated herein by reference from Exhibit 10.1 to our
Form 8-K filed January 15, 2009).10.17*
    
    
    
    2008 Bonus Plan (incorporated herein by reference from Exhibit 10.2 to our
Current Report on Form 8-K filed on August 22, 2008).10.18*
    
    
    
    Sterling Chemicals, Inc. Comprehensive Welfare Benefit Plan (incorporated
herein by reference from Exhibit 10.3 to our Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2007).10.18(a)*
    
    
    
    First Amendment to the Sterling Chemicals, Inc. Comprehensive Welfare
Benefit Plan (incorporated herein by reference from Exhibit 10.14(a) to
our Annual Report on Form 10-K for the fiscal year ended December 31,
2008).**10.18(b)*
    
    
    
    Second Amendment to the Sterling Chemicals, Inc. Comprehensive Welfare
Benefit Plan.10.19
    
    
    
    Articles of Agreement between Sterling Chemicals, Inc., its successors and
assigns, and Texas City, Texas Metal Trades Council, AFL-CIO Texas City,
Texas, May 1, 2007 to May 1, 2012 (incorporated herein by reference from
Exhibit 10.5 to our Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2007).10.20*
    
    
    
    Form of Indemnity Agreement between Sterling Chemicals, Inc. and each of
its officers and directors (incorporated herein by reference from Exhibit
10.17 to our Annual Report on Form 10-K for the fiscal year ended
September 30, 1996 (SEC File Number 333-04343-01)).+10.21
    
    
    
    2008 Amended and Restated Production Agreement dated effective as of
January 1, 2008 between BP Amoco Chemical Company and Sterling Chemicals,
Inc. (incorporated herein by reference from Exhibit 10.1 to our Current
Report on Form 8-K filed on August 22, 2008).+10.22
    
    
    
    Third Amended and Restated Plasticizers Production Agreement dated
effective as of April 1, 2008 between BASF Corporation and Sterling
Chemicals, Inc. (incorporated herein by reference from Exhibit 10.1 to our
Current Report on Form 8-K filed on July 25, 2008).+10.22(a)
    
    
    
    First Amendment to Third Amended and Restated Plasticizers Production
Agreement dated effective as of July 1, 2009 between BASF Corporation and
Sterling Chemicals, Inc. (incorporated herein by reference from Exhibit
10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2009).10.23
    
    
    
    License Agreement dated August 1, 1986 between Monsanto Company and
Sterling Chemicals, Inc. (incorporated herein by reference from Exhibit
10.25 to our Registration Statement on Form S-1 (Registration No.
33-24020)).
 82




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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibit+10.24
    
    
    
    Agreement for the Exclusive Supply of Styrene by and between Sterling
Chemicals, Inc. and NOVA Chemicals Inc., dated September 17, 2007
(incorporated herein by reference from Exhibit 10.20 to Amendment No. 1 to
our Form S-4 Registration Statement (Registration No. 333-145803)).10.25*
    
    
    
    Amended and Restated Employment Agreement between Sterling Chemicals, Inc.
and John V. Genova, dated as of June 16, 2009 but retroactively effective
to May 27, 2008 (incorporated herein by reference from Exhibit 10.1 to our
Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2009).**10.25(a)*
    
    
    
    First Amendment to Amended and Restated Employment Agreement between
Sterling Chemicals, Inc. and John V. Genova.14.1
    
    
    
    Sterling Chemicals, Inc. Code of Ethics for the Chief Executive Officer
and Senior Financial Officers (incorporated herein by reference from
Exhibit 14.1 to our Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2003).**21.1
    
    
    
    Subsidiaries of Sterling Chemicals, Inc.**23.1
    
    
    
    Consent of Grant Thornton LLP**31.1
    
    
    
    Rule 13a-14(a) Certification of the Chief Executive Officer**31.2
    
    
    
    Rule 13a-14(a) Certification of the Principal Financial Officer**32.1
    
    
    
    Section 1350 Certification of the Chief Executive Officer**32.2
    
    
    
    Section 1350 Certification of the Principal Financial Officer**99.1
    
    
    
    Amended and Restated Audit Committee Charter of Sterling Chemicals, Inc.99.2
    
    
    
    Compensation Committee Charter of Sterling Chemicals, Inc. (incorporated
herein by reference from Exhibit 99.1 to our Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2006).
 
 *
    
    Management contracts or compensatory plans or arrangements.**
    
    Filed or furnished herewith.+
    
    Portions of the exhibit have been omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment. 83