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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, 2010
 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
Houston, Texas 77002-4109(Address of principal executive offices)
    
    (713-650-3700)(Registrants telephone number,
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(Do not check if a smaller reporting company)
Smaller reporting company þ  o þ




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##### 



TABLE OF CONTENTS
 PagePART IItem 1.
    
    Business
    
    2Item 1A.
    
    Risk Factors
    
    11Item 2.
    
    Properties
    
    17Item 3.
    
    Legal Proceedings
    
    17PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    19Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    21Item 8.
    
    Financial Statements and Supplementary Data
    
    33Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    64Item 9A.
    
    Controls and Procedures
    
    64PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    66Item 11.
    
    Executive Compensation
    
    66Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    66Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    66Item 14.
    
    Principal Accountant Fees and Services
    
    66PART IVItem 15.
    
    Exhibits and Consolidated Financial Statement Schedules
    
    67EX-10.12EX-10.16EX-10.19.CEX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2
  1




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




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3




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Plasticizers-BASF
   Year ended December 31,2010
    
    
    2009(Dollars in Thousands)Revenues
    
    $
    46,381
    
    
    $
    38,426Gross profit
    
    
    29,952
    
    
    
    18,630
  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 and
other alternatives;
    
    optimized capital structure; and
    
    top-quality human resource management, development and utilization
 4




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Operating Our Facilities Safely, Reliably and in an Environmentally Responsible Manner
 Profitably Grow Our Business.
 Monetize Under-utilized Assets and Infrastructure
 Pursue
Economic Mergers and Acquisitions and Other Opportunities
 5




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Industry Overview
 Acetic Acid.
  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 and
Lyondell Basell
Chemical CompanyPlasticizers
(200 million pounds
per year of phthalate
esters)
    
    Flexible polyvinyl chloride
    
    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
 6




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Products
 Acetic Acid. Acetic Acid-BP Chemicals
 Plasticizers.
 Sales and Marketing
  Contracts
  Acetic Acid-BP Chemicals
  Plasticizers-BASF
  7




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Year ended December 31,2010
    
    2009(Dollars in Thousands)Revenues
    
    $
    33,999
    
    
    $
    26,044Gross profit
    
    
    17,903
    
    
    
    7,727
  Raw Materials and Energy Resources
  8




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Technology and Licensing
  Competition
  Environmental, Health and Safety Matters
     9




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Employees
  Insurance
  10




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Access to Filings
 http://www.sterlingchemicals.com
 
 Item 1A. Risk Factors
  Risks Related to Our Business
 We have only one primary product which is produced exclusively for a single 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.
  11




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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;
    
    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 plan may reduce our
profitability and adversely impact current funding levels.
  12




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Our operations are subject to operating hazards and unforeseen interruptions for which we may not
be adequately insured.
   Security regulations concerning the transportation of hazardous chemicals and the security of
chemical manufacturing facilities could result in higher operating costs.
  The enactment of regulations governing greenhouse gas emissions or climate change could increase
our costs or adversely affect our ability to operate.
  We are subject to many environmental and safety regulations that may result in significant
unanticipated costs or liabilities or cause interruptions in our operations.
  13




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Approximately 32% 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.
  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.
  14




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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;
    
    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.
 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.
  15




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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;
    
    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.
  16




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We have a significant stockholder which has the ability to control our actions.
  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
  17




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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
    
    Quarter2010
    
    High
    
    $
    
    (1)
    
    $
    18.00
    
    
    $
    10.50
    
    
    $
    6.00Low
    
    $
    
    (1)
    
    $
    5.00
    
    
    $
    5.00
    
    
    $
    1.502009
    
    High
    
    $
    11.00
    
    
    $
    10.00
    
    
    $
    11.00
    
    
    $
    9.50Low
    
    $
    8.50
    
    
    $
    8.25
    
    
    $
    8.25
    
    
    $
    5.00
 
 (1)
    
    No sales in the first quarter of 2010  Dividend Policy
  Equity Compensation Plan
  19




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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
    
    
    172,500
    
    
    $
    31.60
    
    
    
    1,191,414Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    172,500
    
    
    $
    31.60
    
    
    
    1,191,414
 20




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
 Business
 Business Overview
     21




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Plasticizers-BASF
  22




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Acetic Acid.
   Plasticizers. Plasticizers-BASF
  23




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Discontinued Operations
    Year ended December 31,2010
    
    2009(Dollars in Thousands)Revenues
    
    $
    33,999
    
    
    $
    26,044Gross profit
    
    
    17,903
    
    
    
    7,727
  24




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Year ended December 31,2010
    
    2009(Dollars in Thousands)Revenues
    
    $
    12,382
    
    
    $
    12,382Gross profit
    
    
    12,049
    
    
    
    10,903
  Results of Operations
  Year ended December 31,2010
    
    2009(Dollars in Thousands)Revenues
    
    $
    99,744
    
    
    $
    88,290Cost of goods sold
    
    
    89,143
    
    
    
    84,883Gross profit (loss)
    
    
    10,601
    
    
    
    3,407Selling, general and administrative expenses
    
    
    10,309
    
    
    
    12,875Impairment of long-lived assets
    
    
    375
    
    
    
    Interest and debt related expenses
    
    
    13,659
    
    
    
    15,767Interest income
    
    
    (335
    )
    
    
    (742
    )Other income
    
    
    (473
    )
    
    
    (3,481
    )Benefit for income taxes
    
    
    (4,527
    )
    
    
    (7,952
    )Loss from continuing operations
    
    
    (8,407
    )
    
    
    (13,060
    )Income from
discontinued operations, net of tax expense of $5,515 and $5,383, respectively
    
    
    24,416
    
    
    
    13,495
 25




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Comparison of 2010 and 2009
 Revenues and gross profit (loss)
   Selling, general and administrative expenses
  Impairment of long-lived assets
  Interest and debt related expenses
  Interest income
  Other income
  Provision (benefit) for income taxes
  26




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Income from discontinued operations, net of tax
  Liquidity and Capital Resources
 General
      27




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Debt
       28




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Cash Flow
  Capital Expenditures
  Pensions
  Critical Accounting Policies, Use of Estimates and Assumptions
  29




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Revenue Recognition
  Acetic Acid.
 Plasticizers.
 Deferred revenue.
 Preferred Stock Dividends
  30




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Year Ended December 31,2010
    
    2009Weighted average assumptions utilized in the Black-Scholes model include:Risk-free interest rate
    
    
    2.0
    %
    
    
    2.7
    %Volatility
    
    
    111.2
    %
    
    
    72.2
    %Dividend yield
    
    
    
    
    
    
    Expected term
    
    
    5.0
    
    
    
    5.0
 Long-Lived Assets
    Income Taxes
  31




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Employee Benefit Plans
   Plant Turn-around Costs
  32




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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
    
    
    34Consolidated Statements of Operations for the years ended December 31, 2010 and 2009
    
    
    35Consolidated Balance Sheets as of December 31, 2010 and 2009
    
    
    36Consolidated Statements of Changes in Stockholders Equity (Deficiency in Assets)
for the years ended December 31, 2010 and 2009
    
    
    37Consolidated Statements of Cash Flows for the years ended December 31, 2010 and 2009
    
    
    38Notes to Consolidated Financial Statements
    
    
    39
 33




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 34




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STERLING CHEMICALS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Share Data)
 Year ended December 31,2010
    
    
    2009Revenues
    
    $
    99,744
    
    
    $
    88,290Cost of goods sold
    
    
    89,143
    
    
    
    84,883Gross profit
    
    
    10,601
    
    
    
    3,407Selling, general and administrative expenses
    
    
    10,309
    
    
    
    12,875Impairment of long-lived assets
    
    
    375
    
    
    
    Interest and debt related expenses
    
    
    13,659
    
    
    
    15,767Interest income
    
    
    (335
    )
    
    
    (742
    )Other income
    
    
    (473
    )
    
    
    (3,481
    )Loss from continuing operations before income tax
    
    
    (12,934
    )
    
    
    (21,012
    )Benefit for income taxes
    
    
    (4,527
    )
    
    
    (7,952
    )Loss from continuing operations
    
    $
    (8,407
    )
    
    $
    (13,060
    )Income from discontinued operations, net of tax
expense of $5,515 and $5,383, respectively
    
    
    24,416
    
    
    
    13,495Net income
    
    $
    16,009
    
    
    $
    435Preferred stock dividends
    
    
    18,194
    
    
    
    16,921Net loss attributable to common stockholders
    
    $
    (2,185
    )
    
    $
    (16,486
    )(Loss) income per share of common stock attributable to
common stockholders, basic and diluted:Loss from continuing operations
    
    $
    (9.40
    )
    
    $
    (10.60
    )Income from discontinued operations, net of tax
    
    
    8.63
    
    
    
    4.77Basic and diluted loss per share
    
    $
    (0.77
    )
    
    $
    (5.83
    )Weighted average shares outstanding:Basic and diluted
    
    
    2,828,460
    
    
    
    2,828,460
  35




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STERLING CHEMICALS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Share Data)
 December 31,2010
    
    
    2009Current assets:Cash and cash equivalents
    
    $
    121,281
    
    
    $
    123,778Short-term investments
    
    
    9,000
    
    
    
    Accounts and other receivables, net of allowance of $18 and
$58, respectively
    
    
    10,981
    
    
    
    12,788Inventories, net
    
    
    3,756
    
    
    
    3,881Prepaid expenses and other current assets
    
    
    2,424
    
    
    
    2,656Assets of discontinued operations, net
    
    
    306
    
    
    
    3,237Total current assets
    
    
    147,748
    
    
    
    146,340Property, plant and equipment, net
    
    
    55,743
    
    
    
    65,384Other assets, net
    
    
    3,908
    
    
    
    5,643Assets of discontinued operations, net
    
    
    
    
    
    
    2,798Total assets
    
    $
    207,399
    
    
    $
    220,165LIABILITIES AND STOCKHOLDERS DEFICIENCY IN ASSETSCurrent liabilities:Accounts payable
    
    $
    8,832
    
    
    $
    11,584Accrued liabilities
    
    
    18,850
    
    
    
    17,633Liabilities of discontinued operations
    
    
    12,382
    
    
    
    19,286Total current liabilities
    
    
    40,064
    
    
    
    48,503Long-term debt
    
    
    119,428
    
    
    
    125,000Long-term liabilities
    
    
    42,678
    
    
    
    41,084Long-term liabilities of discontinued operations
    
    
    10,628
    
    
    
    23,010Commitments and contingencies (Note 9)Redeemable preferred stock
    
    
    152,722
    
    
    
    134,528Stockholders 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
    
    
    89,153
    
    
    
    106,948Accumulated deficit
    
    
    (224,771
    )
    
    
    (240,780
    )Accumulated other comprehensive loss
    
    
    (22,531
    )
    
    
    (18,156
    )Total stockholders deficiency in assets
    
    
    (158,121
    )
    
    
    (151,960
    )Total liabilities and stockholders deficiency in assets
    
    $
    207,399
    
    
    $
    220,165
  36




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STERLING CHEMICALS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS EQUITY (DEFICIENCY IN ASSETS)
(Amounts in Thousands)
 Additional
    
    
    
    
    
    
    Accumulated OtherCommon Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Income (Loss)
    
    
    TotalBalance, December 31, 2008
    
    
    2,828
    
    
    $
    28
    
    
    $
    123,740
    
    
    $
    (241,215
    )
    
    $
    (24,387
    )
    
    $
    (141,834
    )Other Comprehensive Income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    435
    
    
    
    Benefit adjustment, net
of tax of $1,970
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,231Total Other
Comprehensive 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
    )Other Comprehensive Income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,009
    
    
    
    
    
    
    
    Benefit adjustment, net
of tax of ($988)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,375
    )Total Other
Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,634Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    (18,194
    )
    
    
    
    
    
    
    
    
    
    
    (18,194
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    399
    
    
    
    
    
    
    
    
    
    
    
    399Balance, December 31, 2010
    
    
    2,828
    
    
    $
    28
    
    
    $
    89,153
    
    
    $
    (224,771
    )
    
    $
    (22,531
    )
    
    $
    (158,121
    )
  37




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STERLING CHEMICALS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
 Year ended December 31,2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    16,009
    
    
    $
    435Adjustments to reconcile net income to net cash provided by operating activities:Stock compensation expense
    
    
    399
    
    
    
    129Bad debt (benefit) expense
    
    
    (10
    )
    
    
    64Benefit plan curtailment gain
    
    
    (115
    )
    
    
    Depreciation and amortization
    
    
    12,974
    
    
    
    9,852Interest amortization
    
    
    1,049
    
    
    
    1,091Amortization of deferred revenue
    
    
    (17,119
    )
    
    
    (14,976
    )Impairment of long-lived assets
    
    
    375
    
    
    
    Lower-of-cost-or-market adjustment
    
    
    
    
    
    
    (31
    )Gain on disposal of property, plant and equipment
    
    
    (68
    )
    
    
    (635
    )Loss (gain) on purchase of Senior Secured Notes
    
    
    198
    
    
    
    (291
    )Other
    
    
    1,289
    
    
    
    540Change in assets/liabilities:Accounts and other receivables
    
    
    3,361
    
    
    
    11,072Inventories
    
    
    585
    
    
    
    (236
    )Prepaid expenses and other current assets
    
    
    232
    
    
    
    51Other assets
    
    
    514
    )
    
    
    (25
    )Accounts payable
    
    
    (2,823
    )
    
    
    (143
    )Accrued liabilities
    
    
    (5,568
    )
    
    
    4,348Long-term liabilities
    
    
    2,071
    
    
    
    (9,196
    )Net cash provided by operating activities
    
    
    13,353
    
    
    
    2,049Cash flows used in investing activities:Capital expenditures for property, plant and equipment
    
    
    (1,494
    )
    
    
    (11,218
    )Net proceeds from the sale of property, plant and equipment
    
    
    242
    
    
    
    635Purchase of
short-term investment
    
    
    (9,000
    )
    
    
    Net cash used in investing activities
    
    
    (10,252
    )
    
    
    (10,583
    )Cash flows used in financing activities:Purchase of Senior Secured Notes
    
    
    (5,598
    )
    
    
    (23,814
    )Net cash used in financing activities
    
    
    (5,598
    )
    
    
    (23,814
    )Net decrease in cash and cash equivalents
    
    
    (2,497
    )
    
    
    (32,348
    )Cash and cash equivalents  beginning of year
    
    
    123,778
    
    
    
    156,126Cash and cash equivalents  end of year
    
    $
    121,281
    
    
    $
    123,778Supplemental disclosures of cash flow information:Interest paid
    
    $
    12,915
    
    
    $
    15,866Interest income received
    
    
    335
    
    
    
    742Cash received for income taxes
    
    
    598
    
    
    
    
  38




---



##### 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:
  Principles of Consolidation
  39




---



##### Table of Contents



Cash and Cash Equivalents and Short-term Investments
   Allowance for Doubtful Accounts
  Inventories
   Property, Plant and Equipment
  Plant Turn-around Costs
  40




---



##### Table of Contents



Long-Lived Assets
    Other Assets
  Revenue Recognition
  41




---



##### Table of Contents



Acetic Acid.
 Plasticizers.
 Deferred revenue.
 Debt Issue Costs
 1 4
 Income Taxes
  42




---



##### Table of Contents



Environmental Costs
  Preferred Stock Dividends
  Earnings (Loss) Per Share
  Disclosures about Fair Value of Financial Instruments
  Accounting Estimates
  2. Discontinued Operations
  43




---



##### Table of Contents



Plasticizers-BASF
   December 31,2010
    
    
    2009(Dollars in Thousands)Assets of discontinued operations:Accounts receivable, net
    
    $
    306
    
    
    $
    1,850Inventories
    
    
    
    
    
    
    1,387Property, plant and equipment, net
    
    
    
    
    
    
    2,798Total assets of discontinued operations
    
    $
    306
    
    
    $
    6,035Liabilities of discontinued operations:Accounts payable
    
    $
    
    
    
    $
    119Liabilities of discontinued operations(1)
    
    
    12,382
    
    
    
    19,167Long-term liabilities of discontinued operations(1)
    
    
    10,628
    
    
    
    23,010Total liabilities of discontinued operations
    
    $
    23,010
    
    
    $
    42,296
 44




---



##### Table of Contents



(1)
    
    As of December 31, 2010, includes deferred income from the INEOS NOVA supply
agreement that is being amortized over the contractual non-compete period of five years using
the straight-line method. Liabilities of discontinued operations includes the current portion
of $12.4 million, and long-term liabilities of discontinued operations includes the long-term
portion of $10.6 million.  Year ended December 31,2010
    
    2009(Dollars in Thousands)Revenues
    
    $
    46,381
    
    
    $
    38,426Income before income taxes
    
    
    29,931
    
    
    
    18,878
 3. Detail of Certain Balance Sheet Accounts
 December 31,2010
    
    
    2009(Dollars in Thousands)Accounts and other receivables:Trade accounts receivable, (net of allowance of $18 and $58, respectively)
    
    $
    10,126
    
    
    $
    11,419Interest receivable
    
    
    827
    
    
    
    641Tax refund receivable
    
    
    
    
    
    
    598Other receivables
    
    
    28
    
    
    
    130$
    10,981
    
    
    $
    12,788Inventories, net:Raw materials
    
    $
    592
    
    
    $
    489Stores and supplies (net of obsolescence reserve of zero each year)
    
    
    3,164
    
    
    
    3,392$
    3,756
    
    
    $
    3,881Property, plant and equipment, net:Land
    
    $
    7,193
    
    
    $
    7,149Buildings
    
    
    4,544
    
    
    
    4,824Plant and equipment
    
    
    116,116
    
    
    
    114,438Construction in progress
    
    
    797
    
    
    
    1,894Less: accumulated depreciation
    
    
    (72,907
    )
    
    
    (62,921
    )$
    55,743
    
    
    $
    65,384Other assets, net:Investments
    
    $
    500
    
    
    $
    500Debt issuance costs
    
    
    3,407
    
    
    
    4,629Other
    
    
    1
    
    
    
    514$
    3,908
    
    
    $
    5,643Accrued liabilities:Accrued employee compensation and current portion of postretirement, pension and
post employment benefits
    
    $
    13,295
    
    
    $
    11,698Interest payable
    
    
    3,858
    
    
    
    3,868Property taxes
    
    
    1,222
    
    
    
    1,401Other
    
    
    475
    
    
    
    666$
    18,850
    
    
    $
    17,633Long-term liabilities:Accrued postretirement, pension and post employment benefits
    
    $
    39,925
    
    
    $
    39,031Other
    
    
    2,753
    
    
    
    2,053$
    42,678
    
    
    $
    41,084
 45




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##### Table of Contents



4. Valuation and Qualifying Accounts
  December 31,2010
    
    
    2009(Dollars in Thousands)Continuing OperationsAllowance for doubtful accounts:Balance at beginning of year
    
    $
    58
    
    
    $
    18Add: bad debt expense (benefit)
    
    
    (30
    )
    
    
    40Deduct: written-off accounts
    
    
    (10
    )
    
    
    Balance at end of year
    
    $
    18
    
    
    $
    58Discontinued OperationsAllowance for doubtful accounts:Balance at beginning of year
    
    $
    24
    
    
    $
    Add: bad debt expense (benefit)
    
    
    20
    
    
    
    24Deduct: written-off accounts
    
    
    (44
    )
    
    
    Balance at end of year
    
    $
    
    
    
    $
    24Continuing
OperationsInventory obsolescence:Balance at beginning of year
    
    $
    
    
    
    $
    Add: obsolescence expense
    
    
    287
    
    
    
    36Deduct: disposal of inventory
    
    
    (287
    )
    
    
    (36
    )Balance at end of year
    
    $
    
    
    
    $
    Discontinued
OperationsInventory obsolescence:Balance at beginning of year
    
    $
    1,465
    
    
    $
    1,380Add: obsolescence expense
    
    
    639
    
    
    
    220Deduct: disposal of inventory
    
    
    (1,140
    )
    
    
    (135
    )Balance at end of year
    
    $
    964
    
    
    $
    1,465
 5. Long-Term Debt
    46




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##### Table of Contents



Debt Maturities
  6. Income Taxes
  Year Ended December 31,2010
    
    
    2009(Dollars in Thousands)Benefit for income taxes at statutory rates
    
    $
    (4,527
    )
    
    $
    (7,354
    )Non-deductible expenses
    
    
    7
    
    
    
    11Change in valuation allowance
    
    
    4,520
    
    
    
    6,745Limitation on tax benefit of continuing operations
    
    
    (4,527
    )
    
    
    (7,354
    )Effective tax benefit
    
    $
    (4,527
    )
    
    $
    (7,952
    )
  47




---



##### Table of Contents



Year Ended December 31,2010
    
    
    2009(Dollars in Thousands)Tax benefit  continuing operations
    
    $
    (4,527
    )
    
    $
    (7,952
    )Tax expense  all other components
    
    
    4,527
    
    
    
    7,354Total tax benefit
    
    $
    
    
    
    $
    (598
    )
  Year Ended December 31,2010
    
    
    2009(Dollars in Thousands)Current federal
    
    $
    
    
    
    $
    (598
    )Deferred federal
    
    
    (4,527
    )
    
    
    (7,354
    )Current and deferred state
    
    
    
    
    
    
    Total tax benefit
    
    $
    (4,527
    )
    
    $
    (7,952
    )
  December 31,2010
    
    
    2009(Dollars in Thousands)Deferred tax assets:Accrued liabilities
    
    $
    2,464
    
    
    $
    1,985Accrued postretirement cost
    
    
    996
    
    
    
    1,144Accrued pension cost
    
    
    11,866
    
    
    
    12,145Tax loss and credit carry forwards
    
    
    17,084
    
    
    
    22,511State deferred taxes
    
    
    222
    
    
    
    64Unearned revenue
    
    
    1,658
    
    
    
    1,658Other
    
    
    726
    
    
    
    940Subtotal
    
    $
    35,016
    
    
    $
    40,447Less: valuation allowance
    
    $
    (23,841
    )
    
    $
    (28,244
    )Total deferred tax assets
    
    $
    11,175
    
    
    $
    12,203Deferred tax liabilities:Property, plant and equipment
    
    $
    (11,175
    )
    
    $
    (12,203
    )Total deferred tax liabilities
    
    $
    (11,175
    )
    
    $
    (12,203
    )Net deferred tax assets
    
    $
    
    
    
    $
    
   48




---



##### Table of Contents



Balance, January 1, 2009
    
    $
    3,703Additions for tax positions of the current year
    
    
    Additions for tax positions of prior years
    
    
    Reductions for tax positions of prior years for
    
    
    Changes in judgment
    
    
    Settlements during the period
    
    
    Lapses of applicable statute of limitation
    
    
    Balance, December 31, 2009
    
    $
    3,703Balance, January 1, 2010
    
    $
    3,703Additions for tax positions of the current year
    
    
    Additions for tax positions of prior years
    
    
    Reductions for tax positions of prior years for
    
    
    Changes in judgment
    
    
    Settlements during the period
    
    
    Lapses of applicable statute of limitation
    
    
    Balance, December 31, 2010
    
    $
    3,703
  7. Employee Benefits
  Retirement Benefit Plans
   49




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##### Table of Contents



As of December 31,2010
    
    2009Equities
    
    
    52.4
    %
    
    
    61.4
    %Bonds
    
    
    44.6
    %
    
    
    35.6
    %Other
    
    
    3.0
    %
    
    
    3.0
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    December 31,2010
    
    
    2009(Dollars in Thousands)Change in projected benefit obligation:Benefit obligation at beginning of year
    
    $
    124,255
    
    
    $
    121,167Interest cost
    
    
    6,981
    
    
    
    7,191Actuarial loss
    
    
    9,564
    
    
    
    4,628Benefits paid
    
    
    (8,720
    )
    
    
    (8,731
    )Benefit obligation at end of year
    
    $
    132,080
    
    
    $
    124,255
 December 31,2010
    
    
    2009(Dollars in Thousands)Change in plan assets:Fair value at beginning of year
    
    $
    86,772
    
    
    $
    77,807Actual return on plan assets
    
    
    10,519
    
    
    
    17,483Employer contributions
    
    
    4,700
    
    
    
    213Benefits paid
    
    
    (8,720
    )
    
    
    (8,731
    )Fair value at end of year
    
    
    93,271
    
    
    
    86,772Funded status
    
    $
    (38,809
    )
    
    $
    (37,483
    )
 50




---



##### Table of Contents



December 31,2010
    
    
    2009(Dollars in Thousands)Current liabilities
    
    $
    (6,254
    )
    
    $
    (6,299
    )Non-current liabilities
    
    
    (32,555
    )
    
    
    (31,184
    )Net amount recognized in statement of financial position
    
    $
    (38,809
    )
    
    $
    (37,483
    )
 December 31,2010
    
    
    2009(Dollars in Thousands)Net loss
    
    $
    (30,943
    )
    
    $
    (28,022
    )Net amount recognized in accumulated other comprehensive loss(1)
    
    $
    (30,943
    )
    
    $
    (28,022
    )
 
 (1)
    
    $0.8 million of actuarial loss in accumulated other
comprehensive loss as of December 31, 2010 is expected
to be recognized as a component of net pension costs
during 2011. $2.9 million of actuarial loss was
recognized in other comprehensive income during 2010. December 31,2010
    
    2009Weighted-average assumptions to determine benefit obligations:Discount Rate
    
    
    5.16
    %
    
    
    5.75
    %Rates of increase in salary compensation level
    
    
    
    
    
    
    
   Year Ended December 31,2010
    
    
    2009(Dollars in Thousands)Components of net pension costs:Interest on prior years projected benefit obligation
    
    
    6,981
    
    
    
    7,191Expected return on plan assets
    
    
    (4,639
    )
    
    
    (5,613
    )Net amortization of actuarial loss
    
    
    764
    
    
    
    2,832Net pension costs
    
    $
    3,106
    
    
    $
    4,410
 December 31,2010
    
    
    2009(Dollars in Thousands)Changes in plan assets and benefit obligations recognized in
accumulated other comprehensive loss (pre-tax):Net loss
    
    $
    (30,943
    )
    
    $
    (28,022
    )Total
    
    $
    (30,943
    )
    
    $
    (28,022
    )
 December 31,2010
    
    2009(Dollars in Thousands)Weighted-average assumptions to determine net periodic benefit cost:Discount Rate
    
    
    5.75
    %
    
    
    6.25
    %Expected long-term rate of return on plan assets
    
    
    5.50
    %
    
    
    7.50
    %
 51




---



##### Table of Contents



As of December 31, 2010Percentage
    
    
    Targetof Plan
    
    
    AllocationLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total Assets
    
    
    Assets
    
    
    2011Asset Category:Cash and cash equivalents
    
    $
    2,752
    
    
    $
    
    
    
    $
    
    
    
    $
    2,752
    
    
    
    3
    %
    
    
    0-20
    %Mutual FundsInternational
    
    
    11,627
    
    
    
    
    
    
    
    
    
    
    
    11,627
    
    
    
    13
    %
    
    
    0-20
    %Large-Cap Value
    
    
    12,513
    
    
    
    
    
    
    
    
    
    
    
    12,513
    
    
    
    13
    %
    
    
    10-20
    %Small-Cap Growth
    
    
    2,301
    
    
    
    
    
    
    
    
    
    
    
    2,301
    
    
    
    3
    %
    
    
    0-5
    %Emerging Markets
    
    
    4,277
    
    
    
    
    
    
    
    
    
    
    
    4,277
    
    
    
    5
    %
    
    
    0-10
    %Mid-Cap Growth
    
    
    1,620
    
    
    
    
    
    
    
    
    
    
    
    1,620
    
    
    
    2
    %
    
    
    0-5
    %All Cap
    
    
    11,220
    
    
    
    
    
    
    
    
    
    
    
    11,220
    
    
    
    12
    %
    
    
    10-15
    %Small-Cap Value
    
    
    3,007
    
    
    
    
    
    
    
    
    
    
    
    3,007
    
    
    
    3
    %
    
    
    0-5
    %Mid-Cap Value
    
    
    2,326
    
    
    
    
    
    
    
    
    
    
    
    2,326
    
    
    
    2
    %
    
    
    0-5
    %Intermediate Fixed
Income/Core
    
    
    27,391
    
    
    
    
    
    
    
    
    
    
    
    27,391
    
    
    
    29
    %
    
    
    20-40
    %Long Duration Fixed Income
    
    
    14,237
    
    
    
    
    
    
    
    
    
    
    
    14,237
    
    
    
    15
    %
    
    
    0-30
    %Total Mutual Funds
    
    
    90,519
    
    
    
    
    
    
    
    
    
    
    
    90,519
    
    
    
    97
    %Total Plan Assets
    
    $
    93,271
    
    
    $
    
    
    
    $
    
    
    
    $
    93,271
    
    
    
    100
    %
 As of December 31, 2009Percentage
    
    
    Targetof Plan
    
    
    AllocationLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total Assets
    
    
    Assets
    
    
    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
    %Total Plan Assets
    
    $
    79,147
    
    
    $
    
    
    
    $
    7,625
    
    
    $
    86,772
    
    
    
    100
    %
 52




---



##### Table of Contents



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
       53




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##### Table of Contents



December 31,2010
    
    
    2009(Dollars in Thousands)Change in projected benefit obligation:Benefit obligation at beginning of year
    
    $
    7,604
    
    
    $
    8,144Service cost
    
    
    41
    
    
    
    45Interest cost
    
    
    375
    
    
    
    484Actuarial loss (gain)
    
    
    277
    
    
    
    (368
    )Curtailment gain
    
    
    (115
    )
    
    
    Benefits paid
    
    
    (826
    )
    
    
    (701
    )Benefit obligation at end of year
    
    $
    7,356
    
    
    $
    7,604Funded status
    
    $
    (7,356
    )
    
    $
    (7,604
    )
 December 31,2010
    
    
    2009(Dollars in Thousands)Amounts recognized in the balance sheet consist of:Current liabilities
    
    $
    (615
    )
    
    $
    (690
    )Non-current liabilities
    
    
    (6,741
    )
    
    
    (6,914
    )Net amount recognized in statement of financial position
    
    $
    (7,356
    )
    
    $
    (7,604
    )
 December 31,2010
    
    
    2009(Dollars in Thousands)Amounts recognized in accumulated other comprehensive income consists
of (pre-tax):Net gain
    
    $
    482
    
    
    $
    760Plan amendment/prior service costs
    
    
    18,355
    
    
    
    20,520Net amount recognized in accumulated other comprehensive income
    
    $
    18,837
    
    
    $
    21,280
 Year Ended December 31,2010
    
    2009Discount rate used to determine benefit obligations
    
    
    4.75
    %
    
    
    5.25
    %
  Year Ended December 31,2010
    
    
    2009(Dollars in Thousands)Components of net plan costs:Service cost
    
    $
    41
    
    
    $
    45Interest cost
    
    
    375
    
    
    
    484Prior service costs
    
    
    (2,166
    )
    
    
    (2,164
    )Net plan benefit
    
    $
    (1,750
    )
    
    $
    (1,635
    )Discount rate used to determine periodic cost
    
    
    5.25
    %
    
    
    6.25
    %
 December 31,2010
    
    
    2009(Dollars in Thousands)Changes in benefit obligations recognized in
accumulated other comprehensive (loss)
income (pre-tax):Net (loss) gain
    
    $
    (277
    )
    
    $
    368Amortization of prior service cost
    
    
    (2,166
    )
    
    
    (2,164
    )Total
    
    $
    (2,443
    )
    
    $
    (1,796
    )
 54




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##### Table of Contents



1% Increase
    
    1% Decrease(Dollars in Thousands)Effect on total of service and interest cost components
    
    $
    19
    
    
    $
    (17
    )Effect on post-retirement benefit obligation
    
    
    396
    
    
    
    (352
    )
 Estimated Future Benefits Payable
  Pension
    
    OtherPostretirementBenefits
    
    Total2011
    
    $
    8,844
    
    
    $
    615
    
    
    $
    9,4592012
    
    
    8,858
    
    
    
    634
    
    
    
    9,4922013
    
    
    8,837
    
    
    
    644
    
    
    
    9,4812014
    
    
    8,743
    
    
    
    672
    
    
    
    9,4152015
    
    
    8,767
    
    
    
    680
    
    
    
    9,4472016-2020
    
    
    44,848
    
    
    
    3,198
    
    
    
    48,046
 Long-term Incentive Plan
  Bonus Plan and Gain Sharing Plan
  55




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Key Employee Protection Plan
      56




---



##### Table of Contents



Severance Pay Plan
    Savings and Investment Plan
  Employment Agreement
  Stock-Based Compensation
  57




---



##### Table of Contents



2008Expected life (years)
    
    
    7.5Expected volatility
    
    
    54.3
    %Expected dividend yield
    
    
    Risk-free interest rate
    
    
    3.5
    %
     Weighted-
    
    
    Weighted-
    
    
    Weighted-Average
    
    
    Average
    
    
    Average
    
    
    AggregateExercise
    
    
    Grant-date Fair
    
    
    Remaining
    
    
    IntrinsicShares
    
    
    Price
    
    
    Value
    
    
    Contractual Term
    
    
    ValueOutstanding at beginning of year
    
    
    224,167
    
    
    $
    31.60
    
    
    $
    11.76Forfeited
    
    
    (51,667
    )
    
    
    31.60
    
    
    
    15.17Outstanding at end of year
    
    
    172,500
    
    
    
    31.60
    
    
    
    10.74
    
    
    5.9 years
    
    
    $
    Options exercisable at end of year
    
    
    132,500
    
    
    $
    31.60
    
    
    $
    11.78
    
    
    4.1 years
    
    
    $
    
  Weighted-AverageOutstanding
    
    
    Grant-Date FairShares
    
    
    ValueUnvested as of December 31, 2009
    
    
    80,000
    
    
    $
    7.31Vested
    
    
    (40,000
    )
    
    
    7.31Unvested as of December 31, 2010
    
    
    40,000
    
    
    $
    7.31
 58




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##### Table of Contents



9. Commitments and Contingencies
 Product Contracts:
  Environmental Regulations :
  Legal Proceedings:
   59




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##### Table of Contents



10. Leasing Arrangements
   Machinery and equipment
    
    $
    60,402Other
    
    
    1,035Less: accumulated depreciation
    
    
    (39,684
    )$
    21,753
  Year ending December 31:2011
    
    $
    4,8752012
    
    
    4,8752013
    
    
    4,8752014
    
    
    4,8752015
    
    
    4,875Thereafter
    
    
    2,843$
    27,218
  Year ended December 31,2010
    
    2009Minimum rentals
    
    $
    3,320
    
    
    $
    3,260Contingent rentals(1)
    
    
    24,761
    
    
    
    16,742$
    28,081
    
    
    $
    20,002
 
 (1)
    
    Contingent rentals are primarily based on profit sharing. 60




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##### Table of Contents



Year ending December 31:2011
    
    $
    7,7512012
    
    
    7,7512013
    
    
    7,7512014
    
    
    7,7512015
    
    
    7,751Thereafter
    
    
    4,521$
    43,276
  Year ended December 31,2010
    
    
    2009Minimum rentals
    
    $
    7,751
    
    
    $
    7,751Contingent rentals(1)
    
    
    411
    
    
    
    $
    8,162
    
    
    $
    7,751
 
 (1)
    
    Contingent rentals are based on carbon monoxide purchases in excess of the
minimum purchase requirement.  11. Operating Segment and Sales Information
  12. Fair Value Measurements
 Fair Value of Financial Instruments
  Year Ended December 31,2010
    
    2009Carrying Value
    
    Fair Value
    
    Carrying Value
    
    Fair Value10.25% senior
secured notes due
April 2015
    
    $
    119,428
    
    
    $
    123,011
    
    
    $
    125,000
    
    
    $
    119,400
 61




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##### Table of Contents



Nonrecurring Fair Value Measurements
  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).
 62




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##### Table of Contents



Year Ended December 31,2010
    
    2009Weighted average assumptions utilized in the Black-Scholes model include:Risk-free interest rate
    
    
    2.0
    %
    
    
    2.7
    %Volatility
    
    
    111.2
    %
    
    
    72.2
    %Dividend yield
    
    
    
    
    
    
    Expected term
    
    
    5.0
    
    
    
    5.0
  15. Related Party Transactions
  16. New Accounting Standards
 Adoption of Accounting Standards:
  63




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##### Table of Contents




    
    a reporting entity disclose separately the amounts of significant transfers in
and out of Level 1 and Level 2 fair value measurements and the reasons for the
transfers; and
 
    
    a reporting entity present separately information about purchases, sales,
issuances and settlements in the reconciliation for fair value measurements using
significant unobservable inputs.
  
    
    for purposes of reporting fair value measurements 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. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures; Managements Annual Report on Internal
Control over Financial Reporting.
   
    
    our management, with the participation of the our Chief Executive Officer and our
Chief Financial Officer, concluded that, as of December 31, 2010, our internal control
over financial reporting was effective at the reasonable assurance level; and
 64




---



##### Table of Contents




    
    our Chief Executive Officer and our Chief Financial Officer have concluded that our
disclosure controls and procedures were effective at the reasonable assurance level
December 31, 2010.
  Changes in Internal Control over Financial Reporting.
 65




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##### 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
  66




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Consolidated Financial statement Schedules
  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.
  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).
 67




---



##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibit4.4
    
    
    
    
    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).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 (incorporated herein by
reference from Exhibit 10.1(b) to our Annual Report on Form
10-K for the fiscal year ended December 31, 2009).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
    
    
    
    
    $5,000,000 Revolving Line of Credit for letters of credit from
JP Morgan Chase Bank, N.A. to Sterling Chemicals, Inc.
(incorporated herein by reference from Exhibit 10.7 to our
Annual Report on Form 10-K for the fiscal year ended December
31, 2009).10.5
    (a)
    
    
    
    Amendment to Line Letter dated as of September 30, 2010
between Sterling Chemicals, Inc. and JPMorgan Chase Bank, N.A.
(incorporated herein by reference from Exhibit 3.1 to our
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2010).
 68




---



##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibit10.6
    
    
    
    
    Security Agreement dated September 13, 2010 between Sterling
Chemicals, Inc. and JPMorgan Chase Bank, N.A. (incorporated
herein by reference from Exhibit 3.2 to our Quarterly Report
on Form 10-Q for the quarterly period ended September 30,
2010).10.7
    
    
    
    
    Pledge Agreement dated September 13, 2010 between Sterling
Chemicals, Inc. and JPMorgan Chase Bank, N.A. (incorporated
herein by reference from Exhibit 3.3 to our Quarterly Report
on Form 10-Q for the quarterly period ended September 30,
2010).10.8*
    
    
    
    
    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).10.9*
    
    
    
    
    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).10.10*
    
    
    
    
    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).10.10(a)*
    
    
    
    
    First Amendment to Fifth Amended and Restated Key Employee
Protection Plan (incorporated herein by reference from Exhibit
10.8(a) to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2009).10.11*
    
    
    
    
    Fifth Amended and Restated Severance Pay Plan (incorporated
herein by reference from Exhibit 10.1 to our Quarterly Report
on Form 10-Q for the quarterly period September 30, 2010).**10.12*
    
    
    
    
    Amended and Restated Pension Plan.10.13*
    
    
    
    
    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)).10.13(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).10.14*
    
    
    
    
    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)).10.14(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).10.15*
    
    
    
    
    Sterling Chemicals, Inc. Savings and Investment Plan
(incorporated herein by reference from Exhibit 10.2 to our
Quarterly Report on Form 10-Q for the quarterly period
September 30, 2010).**10.16*
    
    
    
    
    2011 Bonus Plan.10.17*
    
    
    
    
    2010 Bonus Plan (incorporated herein by reference from Exhibit
10.15 to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2009).10.18*
    
    
    
    
    2009 Bonus Plan (incorporated herein by reference from Exhibit
10.1 to our Form 8-K filed January 15, 2009).
 69




---



##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibit10.19*
    
    
    
    
    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).10.19(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).10.19(b)*
    
    
    
    
    Second Amendment to the Sterling Chemicals, Inc. Comprehensive
Welfare Benefit Plan (incorporated herein by reference from
Exhibit 10.18(b) to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2009).**10.19(c)*
    
    
    
    
    Third Amendment to the Sterling Chemicals, Inc. Comprehensive
Welfare Benefit Plan.10.20
    
    
    
    
    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).10.21*
    
    
    
    
    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)).+10.22
    
    
    
    
    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).+10.23
    
    
    
    
    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).+10.23
    (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).10.24
    
    
    
    
    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)).+10.25
    
    
    
    
    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)).10.26*
    
    
    
    
    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).10.26(a)*
    
    
    
    
    First Amendment to Amended and Restated Employment Agreement
between Sterling Chemicals, Inc. and John V. Genova
(incorporated herein by reference from Exhibit 10.26(a) to our
Annual Report on Form 10-K for the fiscal year ended December
31, 2009).
 70




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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibit14.1
    
    
    
    
    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 Officer99.1
    
    
    
    
    Amended and Restated Audit Committee Charter of Sterling
Chemicals, Inc. (incorporated herein by reference from Exhibit
99.1 to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2009).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. 71




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##### Table of Contents



SIGNATURES
  STERLING CHEMICALS, INC.
(Registrant)By:
    /s/ JOHN V. GENOVAJohn V. GenovaPresident, Chief Executive Officer and DirectorBy:
    /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 1, 2011Principal Financial Officer:/s/ DAVID J. COLLINS

David J. Collins
    
    Senior Vice President and Chief
Financial Officer
Principal Financial Officer
    
    March 1, 2011Principal Accounting Officer:/s/ CARLA E. STUCKY

Carla E. Stucky
    
    Vice President and Corporate ControllerPrincipal
Accounting Officer
    
    March 1, 2011/s/ RICHARD K. CRUMP

Richard K. Crump
    
    Director
    
    March 1, 2011/s/ JOHN W. GILDEA

John W. Gildea
    
    Director
    
    March 1, 2011/s/ DANIEL M. FISHBANE

Daniel M. Fishbane
    
    Director
    
    March 1, 2011/s/ KARL W. SCHWARZFELD

Karl W. Schwarzfeld
    
    Director
    
    March 1, 2011/s/ PHILIP M. SIVIN

Philip M. Sivin
    
    Director
    
    March 1, 2011/s/ JOHN L. TEEGER

John L. Teeger
    
    Director
    
    March 1, 2011
 72




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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).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).
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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibit10.1
    (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 (incorporated herein by
reference from Exhibit 10.1(b) to our Annual Report on Form
10-K for the fiscal year ended December 31, 2009).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
    
    
    
    
    $5,000,000 Revolving Line of Credit for letters of credit from
JP Morgan Chase Bank, N.A. to Sterling Chemicals, Inc.
(incorporated herein by reference from Exhibit 10.7 to our
Annual Report on Form 10-K for the fiscal year ended December
31, 2009).10.5
    (a)
    
    
    
    Amendment to Line Letter dated as of September 30, 2010
between Sterling Chemicals, Inc. and JPMorgan Chase Bank, N.A.
(incorporated herein by reference from Exhibit 3.1 to our
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2010).10.6
    
    
    
    
    Security Agreement dated September 13, 2010 between Sterling
Chemicals, Inc. and JPMorgan Chase Bank, N.A. (incorporated
herein by reference from Exhibit 3.2 to our Quarterly Report
on Form 10-Q for the quarterly period ended September 30,
2010).10.7
    
    
    
    
    Pledge Agreement dated September 13, 2010 between Sterling
Chemicals, Inc. and JPMorgan Chase Bank, N.A. (incorporated
herein by reference from Exhibit 3.3 to our Quarterly Report
on Form 10-Q for the quarterly period ended September 30,
2010).10.8*
    
    
    
    
    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).10.9*
    
    
    
    
    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).
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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibit10.10*
    
    
    
    
    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).10.10(a)*
    
    
    
    
    First Amendment to Fifth Amended and Restated Key Employee
Protection Plan (incorporated herein by reference from Exhibit
10.8(a) to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2009).10.11*
    
    
    
    
    Fifth Amended and Restated Severance Pay Plan (incorporated
herein by reference from Exhibit 10.1 to our Quarterly Report
on Form 10-Q for the quarterly period September 30, 2010).**10.12*
    
    
    
    
    Amended and Restated Pension Plan.10.13*
    
    
    
    
    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)).10.13(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).10.14*
    
    
    
    
    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)).10.14(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).10.15*
    
    
    
    
    Sterling Chemicals, Inc. Savings and Investment Plan
(incorporated herein by reference from Exhibit 10.2 to our
Quarterly Report on Form 10-Q for the quarterly period
September 30, 2010).**10.16*
    
    
    
    
    2011 Bonus Plan.10.17*
    
    
    
    
    2010 Bonus Plan (incorporated herein by reference from Exhibit
10.15 to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2009).10.18*
    
    
    
    
    2009 Bonus Plan (incorporated herein by reference from Exhibit
10.1 to our Form 8-K filed January 15, 2009).10.19*
    
    
    
    
    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).10.19(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).10.19(b)*
    
    
    
    
    Second Amendment to the Sterling Chemicals, Inc. Comprehensive
Welfare Benefit Plan (incorporated herein by reference from
Exhibit 10.18(b) to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2009).**10.19(c)*
    
    
    
    
    Third Amendment to the Sterling Chemicals, Inc. Comprehensive
Welfare Benefit Plan.10.20
    
    
    
    
    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).
 75




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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibit10.21*
    
    
    
    
    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)).+10.22
    
    
    
    
    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).+10.23
    
    
    
    
    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).+10.23
    (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).10.24
    
    
    
    
    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)).+10.25
    
    
    
    
    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)).10.26*
    
    
    
    
    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).10.26(a)*
    
    
    
    
    First Amendment to Amended and Restated Employment Agreement
between Sterling Chemicals, Inc. and John V. Genova
(incorporated herein by reference from Exhibit 10.26(a) to our
Annual Report on Form 10-K for the fiscal year ended December
31, 2009).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 Officer99.1
    
    
    
    
    Amended and Restated Audit Committee Charter of Sterling
Chemicals, Inc. (incorporated herein by reference from Exhibit
99.1 to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2009).
 76




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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibit99.2
    
    
    
    
    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