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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 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
    
    76-0502785(State or other jurisdiction of
    
    (IRS Employer Identification No.)Incorporation or organization)333 Clay Street, Suite 3600
    
    (713) 650-3700Houston, Texas 77002-4109
    
    (Registrants telephone number,(Address of principal executive offices)
    
    including area code)
 þ o
 o o
  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



IMPORTANT INFORMATION REGARDING THIS FORM 10-Q
   Forward-Looking Statements
   Document Summaries
  Access to Filings
 http://www.sterlingchemicals.com
 1




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##### 



STERLING CHEMICALS, INC.
 INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements
    
    
    4Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    28Item 4T.
    
    Controls and Procedures
    
    
    28PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    29Item 6.
    
    Exhibits
    
    
    30EX-10.1EX-10.2EX-15.1EX-31.1EX-31.2EX-32.1EX-32.2
  2




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     GRANT THORNTON LLP 
 3




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##### Table of Contents



PART I.
FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 STERLING CHEMICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in Thousands, Except Share Data)
 Three months ended September 30,
    
    
    Nine months ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues
    
    $
    27,179
    
    
    $
    42,377
    
    
    $
    85,497
    
    
    $
    128,471Cost of goods sold
    
    
    24,932
    
    
    
    33,283
    
    
    
    76,514
    
    
    
    105,207Gross profit
    
    
    2,247
    
    
    
    9,094
    
    
    
    8,983
    
    
    
    23,264Selling, general and administrative expenses
    
    
    2,916
    
    
    
    3,692
    
    
    
    10,143
    
    
    
    9,749Impairment of long-lived assets
    
    
    
    
    
    
    754
    
    
    
    
    
    
    
    7,403Interest and debt related expenses
    
    
    3,984
    
    
    
    4,188
    
    
    
    11,955
    
    
    
    13,121Interest income
    
    
    (94
    )
    
    
    (1,026
    )
    
    
    (690
    )
    
    
    (3,458
    )Other income
    
    
    (234
    )
    
    
    (1,489
    )
    
    
    (2,923
    )
    
    
    (1,489
    )(Loss) income from continuing operations before
income tax
    
    
    (4,325
    )
    
    
    2,975
    
    
    
    (9,502
    )
    
    
    (2,062
    )Benefit for income taxes
    
    
    (1,316
    )
    
    
    (71
    )
    
    
    (2,533
    )
    
    
    (71
    )(Loss) income from continuing operations
    
    $
    (3,009
    )
    
    $
    3,046
    
    
    $
    (6,969
    )
    
    $
    (1,991
    )Income (loss) from discontinued operations, net of tax
expense of $972, zero, $2,884 and zero,
respectively
    
    
    1,805
    
    
    
    (1,816
    )
    
    
    5,355
    
    
    
    (9,819
    )Net (loss) income
    
    $
    (1,204
    )
    
    $
    1,230
    
    
    $
    (1,614
    )
    
    $
    (11,810
    )Preferred stock dividends
    
    
    4,271
    
    
    
    4,920
    
    
    
    12,312
    
    
    
    13,613Net loss attributable to common stockholders
    
    $
    (5,475
    )
    
    $
    (3,690
    )
    
    $
    (13,926
    )
    
    $
    (25,423
    )(Loss) income per share of common stock attributable
to common stockholders, basic and diluted:Loss from continuing operations
    
    $
    (2.58
    )
    
    $
    (0.66
    )
    
    $
    (6.81
    )
    
    $
    (5.52
    )Income (loss) from discontinued operations,
net of tax
    
    
    0.64
    
    
    
    (0.64
    )
    
    
    1.89
    
    
    
    (3.47
    )Basic and diluted loss per share
    
    $
    (1.94
    )
    
    $
    (1.30
    )
    
    $
    (4.92
    )
    
    $
    (8.99
    )Weighted average shares outstanding:Basic and diluted
    
    
    2,828,460
    
    
    
    2,828,460
    
    
    
    2,828,460
    
    
    
    2,828,460
  4




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STERLING CHEMICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
 September 30,
    
    
    December 31,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    153,439
    
    
    $
    156,126Accounts receivable, net of allowance of $18 and $18, respectively
    
    
    10,177
    
    
    
    23,163Inventories, net
    
    
    5,293
    
    
    
    5,221Prepaid expenses and other current assets
    
    
    3,415
    
    
    
    2,704Assets of discontinued operations
    
    
    60
    
    
    
    166Total current assets
    
    
    172,384
    
    
    
    187,380Property, plant and equipment, net
    
    
    69,749
    
    
    
    67,811Other assets, net
    
    
    6,985
    
    
    
    7,838Total assets
    
    $
    249,118
    
    
    $
    263,029LIABILITIES AND STOCKHOLDERS DEFICIENCY IN ASSETSCurrent liabilities:Accounts payable
    
    $
    7,684
    
    
    $
    8,915Accrued liabilities
    
    
    15,298
    
    
    
    20,008Liabilities of discontinued operations
    
    
    15,274
    
    
    
    12,444Total current liabilities
    
    
    38,256
    
    
    
    41,367Long-term debt
    
    
    150,000
    
    
    
    150,000Deferred credits and other liabilities
    
    
    58,921
    
    
    
    59,103Long-term liabilities of discontinued operations
    
    
    26,106
    
    
    
    35,394Commitments and contingencies (Note 4)
    
    
    
    
    
    
    Redeemable preferred stock
    
    
    129,919
    
    
    
    117,607Stockholders equity:Common stock, $.01 par value (shares authorized 100,000,000; shares issued
and outstanding 2,828,460)
    
    
    28
    
    
    
    28Additional paid-in capital
    
    
    111,712
    
    
    
    123,740Accumulated deficit
    
    
    (241,437
    )
    
    
    (239,823
    )Accumulated other comprehensive loss
    
    
    (24,387
    )
    
    
    (24,387
    )Total stockholders deficiency in assets
    
    
    (154,084
    )
    
    
    (140,442
    )Total liabilities and stockholders deficiency in assets
    
    $
    249,118
    
    
    $
    263,029
  5




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STERLING CHEMICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
 Nine months ended September 30,2009
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (1,614
    )
    
    $
    (11,810
    )Adjustments to reconcile net loss to net cash provided by operating activities:Stock compensation expense
    
    
    284
    
    
    
    177Blend gas deferred payments
    
    
    
    
    
    
    (2,653
    )Benefit plans curtailment loss
    
    
    
    
    
    
    1,197Depreciation and amortization
    
    
    7,358
    
    
    
    7,372Interest amortization
    
    
    830
    
    
    
    1,074Unearned income amortization
    
    
    (10,911
    )
    
    
    (9,399
    )Impairment of long-lived assets
    
    
    
    
    
    
    7,403Gain on disposal of property, plant and equipment
    
    
    (362
    )
    
    
    Other
    
    
    
    
    
    
    10Change in assets/liabilities:Accounts and other receivables
    
    
    13,092
    
    
    
    62,050Inventories
    
    
    (72
    )
    
    
    15,175Prepaid expenses and other current assets
    
    
    (711
    )
    
    
    521Other assets
    
    
    (431
    )
    
    
    4,523Accounts payable
    
    
    (1,101
    )
    
    
    (2,908
    )Accrued liabilities
    
    
    (1,880
    )
    
    
    (1,972
    )Other liabilities
    
    
    1,441
    
    
    
    (8,826
    )Net cash provided by operating activities
    
    $
    5,923
    
    
    $
    61,934Cash flows used in investing activities:Capital expenditures for property, plant and equipment
    
    
    (8,972
    )
    
    
    (4,835
    )Net proceeds from the sale of property, plant and equipment
    
    
    362
    
    
    
    Net cash used in investing activities
    
    
    (8,610
    )
    
    
    (4,835
    )Cash flows provided by financing activities:Net cash provided by financing activities
    
    
    
    
    
    
    Net increase (decrease) in cash
    
    
    (2,687
    )
    
    
    57,099Cash and cash equivalents  beginning of year
    
    
    156,126
    
    
    
    100,183Cash and cash equivalents  end of period
    
    $
    153,439
    
    
    $
    157,282Supplemental disclosures of cash flow information:Interest paid
    
    $
    8,449
    
    
    $
    8,128Interest income received
    
    
    690
    
    
    
    3,458Cash paid for income taxes
    
    
    
    
    
    
    313
  6




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 1. Basis of Presentation
  Reclassifications and Revisions:
   Three Months Ended
    
    
    Nine Months EndedSeptember 30, 2008
    
    
    September 30, 2008(Dollars in Thousands,
    
    
    (Dollars in Thousands,Except Per Share Data)
    
    
    Except Per Share Data)Previously
    
    
    
    
    
    
    PreviouslyReported
    
    
    As Revised
    
    
    Reported
    
    
    As RevisedStatements of Operations:Revenues
    
    $
    42,317
    
    
    $
    42,377
    
    
    $
    128,311
    
    
    $
    128,471Cost of goods sold
    
    
    33,190
    
    
    
    33,283
    
    
    
    104,956
    
    
    
    105,207Gross profit
    
    
    9,127
    
    
    
    9,094
    
    
    
    23,355
    
    
    
    23,264Income (loss) from continuing operations before
income tax
    
    
    3,008
    
    
    
    2,975
    
    
    
    (1,971
    )
    
    
    (2,062
    )Income (loss) from continuing operations
    
    
    3,079
    
    
    
    3,046
    
    
    
    (1,900
    )
    
    
    (1,991
    )Loss from discontinued operations, net of tax of zero
    
    
    (1,791
    )
    
    
    (1,816
    )
    
    
    (9,750
    )
    
    
    (9,819
    )Net income (loss)
    
    
    1,288
    
    
    
    1,230
    
    
    
    (11,650
    )
    
    
    (11,810
    )Net loss attributable to common stockholders
    
    
    (3,632
    )
    
    
    (3,690
    )
    
    
    (25,263
    )
    
    
    (25,423
    )Loss per share of common stock attributable to
common stockholders, basic and diluted:Loss from continuing operations
    
    $
    (0.65
    )
    
    $
    (0.66
    )
    
    $
    (5.48
    )
    
    $
    (5.52
    )Loss from discontinued operations, net of tax
    
    
    (0.63
    )
    
    
    (0.64
    )
    
    
    (3.45
    )
    
    
    (3.47
    )Basic and diluted loss per share
    
    $
    (1.28
    )
    
    $
    (1.30
    )
    
    $
    (8.93
    )
    
    $
    (8.99
    )
 7




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
 Nine Months EndedSeptember 30, 2008(Dollars in Thousands)PreviouslyReported
    
    As RevisedStatement of Cash Flows:Net loss
    
    $
    (11,650
    )
    
    $
    (11,810
    )Change in accounts and other receivables
    
    
    61,890
    
    
    
    62,050As of December 31, 2008(Dollars in Thousands)PreviouslyReported
    
    As RevisedBalance Sheet:Accounts and other receivables, net of allowance
    
    $
    22,080
    
    
    $
    23,163Total current assets
    
    
    186,297
    
    
    
    187,380Total assets
    
    
    261,946
    
    
    
    263,029Accumulated deficit
    
    
    (240,906
    )
    
    
    (239,823
    )Total stockholders deficiency in assets
    
    
    (141,525
    )
    
    
    (140,442
    )Total liabilities and stockholders deficiency in assets
    
    
    261,946
    
    
    
    263,029
  Disclosures about Fair Value of Financial Instruments:
  Subsequent Events:
     2. Discontinued Operations
  8




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
    September 30,
    
    
    December 31,2009
    
    
    2008(Dollars in Thousands)Assets of discontinued operations:Accounts receivable, net
    
    $
    60
    
    
    $
    166Liabilities of discontinued operations:(1)Accrued liabilities
    
    $
    15,274
    
    
    $
    12,444Deferred credits and other liabilities
    
    
    26,106
    
    
    
    35,394Total
    
    $
    41,380
    
    
    $
    47,838
 
 (1)
    
    As of September 30, 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 include the current portion of $12.4 million,
and deferred credits and other liabilities include the long-term portion of the deferred
income of $26.1 million. Accrued liabilities also include accrued income tax expense of $2.9
million.  Three months ended September 30,
    
    Nine months ended September 30,2009
    
    2008
    
    2009
    
    2008(Dollars in Thousands)Revenues
    
    $
    3,096
    
    
    $
    3,317
    
    
    $
    9,502
    
    
    $
    23,496Income (loss) before
income taxes
    
    
    2,777
    
    
    
    (1,816
    )
    
    
    8,239
    
    
    
    (9,819
    )
 3. Long-Term Debt
 1 4
 9




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
 1 4
     10




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##### Table of Contents



STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
   4. Commitments and Contingencies
 Product Contracts:
  Environmental Regulations:
     11




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##### Table of Contents



STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
      Legal Proceedings:
  12




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
        13




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##### Table of Contents



STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
  5. Income Taxes
  6. Employee Benefits
  Three months ended September 30,
    
    
    Nine months ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Dollars in Thousands)Interest cost
    
    $
    1,828
    
    
    $
    3,589
    
    
    $
    5,484
    
    
    $
    8,954Expected return on plan assets
    
    
    (1,512
    )
    
    
    (4,097
    )
    
    
    (4,538
    )
    
    
    (10,601
    )Amortization
    
    
    863
    
    
    
    
    
    
    
    2,591
    
    
    
    4Curtailment loss
    
    
    
    
    
    
    907
    
    
    
    
    
    
    
    907Net pension cost (benefit)
    
    $
    1,179
    
    
    $
    399
    
    
    $
    3,537
    
    
    $
    (736
    )
  Three months ended September 30,
    
    
    Nine months ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Dollars in Thousands)Service cost
    
    $
    12
    
    
    $
    14
    
    
    $
    34
    
    
    $
    43Interest cost
    
    
    121
    
    
    
    144
    
    
    
    363
    
    
    
    428Amortization of unrecognized costs
    
    
    (542
    )
    
    
    (541
    )
    
    
    (1,624
    )
    
    
    (1,624
    )Curtailment loss
    
    
    
    
    
    
    290
    
    
    
    
    
    
    
    290Net plan benefit
    
    $
    (409
    )
    
    $
    (93
    )
    
    $
    (1,227
    )
    
    $
    (863
    )
 Long-term Incentive Plan:
  7. Operating Segment and Sales Information
 14




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
  Three months ended September 30,
    
    
    Nine months ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(Dollars in Thousands)Revenues:Acetic acid
    
    $
    20,892
    
    
    $
    35,788
    
    
    $
    64,527
    
    
    $
    103,934Plasticizers
    
    
    6,032
    
    
    
    6,558
    
    
    
    20,205
    
    
    
    24,067Other
    
    
    255
    
    
    
    31
    
    
    
    765
    
    
    
    470Total
    
    $
    27,179
    
    
    $
    42,377
    
    
    $
    85,497
    
    
    $
    128,471Segment gross profit (loss):Acetic acid
    
    $
    43
    
    
    $
    9,581
    
    
    $
    4,484
    
    
    $
    23,072Plasticizers
    
    
    1,511
    
    
    
    399
    
    
    
    4,235
    
    
    
    3,474Other(1)
    
    
    693
    
    
    
    (886
    )
    
    
    264
    
    
    
    (3,282
    )Total
    
    
    2,247
    
    
    
    9,094
    
    
    
    8,983
    
    
    
    23,264Selling, general and administrative expenses
    
    
    2,916
    
    
    
    3,692
    
    
    
    10,143
    
    
    
    9,749Impairment of long-lived assets
    
    
    
    
    
    
    754
    
    
    
    
    
    
    
    7,403Interest and debt related expenses
    
    
    3,984
    
    
    
    4,188
    
    
    
    11,955
    
    
    
    13,121Interest income
    
    
    (94
    )
    
    
    (1,026
    )
    
    
    (690
    )
    
    
    (3,458
    )Other income
    
    
    (234
    )
    
    
    (1,489
    )
    
    
    (2,923
    )
    
    
    (1,489
    )(Loss) income from continuing operations before income
tax
    
    $
    (4,325
    )
    
    $
    2,975
    
    
    $
    (9,502
    )
    
    $
    (2,062
    )Depreciation and amortization expenses:Acetic acid
    
    $
    2,114
    
    
    $
    1,563
    
    
    $
    5,473
    
    
    $
    4,601Plasticizers
    
    
    342
    
    
    
    302
    
    
    
    979
    
    
    
    1,366Other(2)
    
    
    355
    
    
    
    424
    
    
    
    906
    
    
    
    1,405Total
    
    $
    2,811
    
    
    $
    2,289
    
    
    $
    7,358
    
    
    $
    7,372Capital expenditures:Acetic acid
    
    $
    1,472
    
    
    $
    1,733
    
    
    $
    5,179
    
    
    $
    2,875Other  plant infrastructure
    
    
    1,120
    
    
    
    345
    
    
    
    3,793
    
    
    
    1,960Total
    
    $
    2,592
    
    
    $
    2,078
    
    
    $
    8,972
    
    
    $
    4,835
 
 (1)
    
    Gross loss for Other includes various unallocated corporate charges and
credits.(2)
    
    Includes depreciation and amortization expenses of less than $0.1 million for
discontinued operations for each of the three month periods ended September 30, 2009 and 2008,
and less than $0.1 million and $0.5 million for the nine month periods ended September 30,
2009 and 2008, respectively. As of
    
    
    As ofSeptember 30, 2009
    
    
    December 31, 2008(Dollars in Thousands)Total assets:Acetic acid
    
    $
    34,710
    
    
    $
    40,707Plasticizers
    
    
    5,509
    
    
    
    6,311Other(3)
    
    
    208,899
    
    
    
    216,011Total
    
    $
    249,118
    
    
    $
    263,029
 
 (3)
    
    Components of Other are presented in the table below: 15




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##### Table of Contents



STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
 As of
    
    
    As ofSeptember 30, 2009
    
    
    December 31, 2008(Dollars in Thousands)Other:Corporate:Cash
    
    $
    153,439
    
    
    $
    156,126Other
    
    
    15,763
    
    
    
    17,989Plant infrastructure:Property, plant and equipment, net
    
    
    39,637
    
    
    
    41,730Assets of discontinued operations
    
    
    60
    
    
    
    166Total
    
    $
    208,899
    
    
    $
    216,011
 8. New Accounting Standards
 Adoption of Accounting Standards:
      16




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
      
    
    the period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential recognition
or disclosure in the financial statements;
    
    the circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements; and
    
    the disclosures that an entity should make about events or transactions that
occurred after the balance sheet date.
  TM
 17




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STERLING CHEMICALS, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
  Future Adoption of Accounting Standards:
     18




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Business Overview
       19




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Recent Developments
    Results of Operations
 Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008
 Revenues and income (loss) from continuing operations
   20




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Selling, general and administrative expenses
  Impairment of long-lived assets
  Interest income
  Other income
  Benefit for income taxes
  21




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Income (loss) from discontinued operations, net of tax
  Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008
 Revenues and loss from continuing operations
     Impairment of long-lived assets
  22




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##### Table of Contents



Interest and debt related expenses
  Interest income
  Other income
  Benefit for income taxes
  Income (loss) from discontinued operations, net of tax
  Liquidity and Capital Resources
 1 4 1 4
 23




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24




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i.e.
  Working Capital
  Cash Flow
  Capital Expenditures
   25




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##### Table of Contents



Contractual Cash Obligations
  Critical Accounting Policies, Use of Estimates and Assumptions
  New Accounting Standards
 Adoption of Accounting Standards:
      26




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##### Table of Contents




    
    the period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential recognition
or disclosure in the financial statements;
    
    the circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements; and
    
    the disclosures that an entity should make about events or transactions that
occurred after the balance sheet date.
  TM
 27




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##### Table of Contents



Future Adoption of Accounting Standards:
     
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
 1 4
 
 Item 4T. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures.
  28




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
    
    managements annual review and approval of the pre-established allocation percentages
and any significant changes to the allocation;
    
    managements review and approval of the methodology used to address the allocation
limitations in our general ledger system; and
    
    managements review and approval of the volume data from the meter to our general ledger
system, including formulas used to correct the volume data; and
    
    no less than quarterly a formal communication made by operations to accounting, which
outlines changes, or confirms no changes, to the physical flows of water in the plant.
   Changes in Internal Control over Financial Reporting.
 
 PART II.
OTHER INFORMATION
 
 Item 1. Legal Proceedings
  29




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Item 6. Exhibits
  ExhibitNumber
    
    
    
    Description of Exhibit++10.1
    
    
    
    First Amendment to Third Amended and Restated Plasticizers Production
Agreement dated effective as of July 1, 2009 between BASF Corporation and
Sterling Chemicals, Inc.*+10.2
    
    
    
    Fourth Amended and Restated Severance Pay Plan.*15.1
    
    
    
    Letter of Grant Thornton LLP regarding unaudited interim financial information.*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.
 
 *
    
    Filed or furnished herewith+
    
    Management contract or compensatory plan or arrangement++
    
    Filed herewith. Portions of the exhibit have been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential treatment 30




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SIGNATURES
  STERLING CHEMICALS, INC.
(Registrant)Date:  November 10, 2009
    By
    /s/ JOHN V. GENOVAJohn V. GenovaPresident and Chief Executive OfficerDate:  November 10, 2009
    By
    /s/ CARLA E. STUCKYCarla E. StuckyVice President and Corporate Controller
(Principal Financial Officer) 31




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EXHIBIT INDEX
 ExhibitNumber
    
    
    
    Description of Exhibit++10.1
    
    
    
    First Amendment to Third Amended and Restated Plasticizers Production
Agreement dated effective as of July 1, 2009 between BASF Corporation and
Sterling Chemicals, Inc.*+10.2
    
    
    
    Fourth Amended and Restated Severance Pay Plan.*15.1
    
    
    
    Letter of Grant Thornton LLP regarding unaudited interim financial information.*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.
 
 *
    
    Filed or furnished herewith+
    
    Management contract or compensatory plan or arrangement++
    
    Filed herewith. Portions of the exhibit have been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential treatment 32