Amended and Restated Benzene Sales Contract (Europe), dated June 17, 2010



 EXECUTION VERSION 
 Exhibit 10.23 
 CONFIDENTIAL TREATMENT REQUESTED UNDER 

C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. 
 [*****] INDICATES OMITTED MATERIAL THAT IS THE 
 SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST

 FILED SEPARATELY WITH THE COMMISSION. 
 THE OMITTED MATERIAL HAS BEEN FILED 
 SEPARATELY WITH THE COMMISSION. 

AMENDED AND RESTATED 
 BENZENE SALES CONTRACT (EUROPE) 
 BETWEEN 

DOW EUROPE GMBH 

AND 
 STYRON
EUROPE GMBH 







 Amended and Restated Sales Contract (this “Contract”) 

Date of Contract: June 17, 2010 
  

 
 Seller agrees to sell and supply to Buyer the
Product described in this Contract out of the production plants of Dow Benelux B.V. Terneuzen, the Netherlands and Dow Olefinverbund GmbH Boehlen, Germany or any alternate source subject to qualification, and Buyer agrees to purchase and receive
from Seller such Product into Buyer’s Product consuming plants in Terneuzen and Boehlen according to the TERMS AND CONDITIONS set out below. 
  

			
		  	 Dow Europe GmbH

Bachtobelstrasse 3
 8810 Horgen –
Switzerland
 (“Seller”)
  

Styron Europe GmbH
 Bachtobelstrasse 3

8810 Horgen – Switzerland

(“Buyer”, each of Buyer and Seller a “Party”, and collectively, the “Parties”)

		
	 1.      Product
	  	Benzene
		
	 2.      Specification
	  	Dow standard sales specification for Product delivered to Terneuzen attached hereto as Appendix A and made part of this Contract.
		
		  	Dow standard sales specification for Product delivered to Boehlen attached hereto as Appendix B and made part of this Contract.
		
	 3.      Quantity
	  	 [*****] 

		
		  	Volume ranges are by mutual agreement.
		
		  	If Buyer requests additional volume above either the Terneuzen or Boehlen Maximum Quantity, Seller will use reasonable best efforts to provide such volumes, the Parties will
negotiate in good faith, and such volumes may be provided if the Parties can mutually agree upon terms of the additional supply.
		
	 4.      Price/Currency
	  	The following price invoiced in EUR/MT: [*****] (EXCLUSIVE OF VAT)
		
		  	Contract:[*****]


  
  

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		  	 [*****] 

		
		  	The conversion from USD into EUR will be carried out by using the arithmetic average of the European Central Bank daily foreign exchange rate as published on the internet on page
“www.ecb.int/stats/eurofxref/” for the month prior to the month of delivery.
		
		  	At the end of the first eighteen (18) month period and every thirty-six (36) month period thereafter, upon at least twelve (12) months prior written notice by
either Buyer or Seller, Seller and Buyer shall reserve the right to negotiate in good faith a mutually agreeable alternative to the above price mechanism. In the event that the Parties are unable to agree upon an alternative price mechanism within
thirty (30) days after initiating negotiations, then Buyer and Seller must elevate the negotiations to senior management of each Party.
		
		  	If senior management cannot reach agreement within thirty (30) days of elevation, then the pricing negotiation becomes a dispute to be arbitrated by a reputable industry
consultant, such as CMAI, to be mutually agreed upon by Buyer and Seller; provided, however, that during periods of such arbitration the price mechanism shall continue under the then current price mechanism until the resolution of such
arbitration. Fees and costs for the arbitrator shall be shared equally between Buyer and Seller. The decision by the arbitrator shall be the new price starting on the date the arbitrator issues the decision and shall continue for the next thirty-six
(36) month period. For the avoidance of doubt, Section 13 of the Dow H&E GENERAL TERMS AND CONDITIONS shall not apply to pricing dispute pursuant to this section.
		
		  	In the event any of the indices referenced above ceases publication, stops reporting on Benzene, materially changes its format for price reporting, or modifies the fundamental
basis for price reporting, Seller and Buyer reserve the right to negotiate in good faith a mutually agreeable alternative to the above price mechanism. In the event that the Parties are unable to agree upon an alternative price mechanism within
thirty (30) days after initiating negotiations, then Buyer and Seller must elevate the negotiations to senior management of each Party. If senior management cannot reach agreement within thirty (30) days of elevation, then the pricing
negotiation becomes a dispute arising under this Contract and is settled pursuant to the terms of Section 13 of the Dow H&E GENERAL TERMS AND CONDITIONS.
		
		  	Upon ninety (90) days prior written notice to Seller, Buyer may elect, only once under this paragraph, an alternative price mechanism whereby the pricing for Product will be
based on the indices as reported and published by ICIS-LOR for the month of delivery (the “Month of Delivery Pricing Basis”); provided, that, Buyer has not already validly exercised its right to negotiate in
good faith a mutually agreeable alternative price mechanism during the term of this Contract pursuant to this Section 4. Upon election by Buyer of such Month of Delivery Pricing Basis, the minimum quantities of Product that Buyer shall buy for
the remaining term of this Contract will change to the following minimum quantities as of the date of such election:
		
		  	[*****]


  
  

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		  	 [*****] 

		
	 5.      Period of Contract
	  	 This Contract is effective as of June 17, 2010 and shall continue to be in effect for ten (10) years and x months from this date
(n.b. termination should be at year end), and shall continue for two (2) year periods thereafter until terminated by either Party with at least twelve (12) months prior written notice, unless previously terminated in writing in accordance with
Section 16 of this Contract, without prejudice to any other right of termination a Party may have in accordance with the terms hereof.
  

If Seller terminates this Contract pursuant to this Section 5, Seller will provide Buyer access to Seller’s infrastructure, including unloading,
storage and pipeline throughput, for a fee equal to the economic costs to be determined at the time of termination, of providing access and under commercially reasonable conditions including maximum capacity for storage and unloading consistent with
such capacity in use by Buyer at the time of termination.

		
	 6.      Delivery Terms

(INCOTERMS2000)
	  	 DDP Terneuzen / Boehlen for pipeline deliveries at Terneuzen and Boehlen.
 CIP Boehlen for railcar deliveries at Boehlen, at Seller’s option

		
	 7.      Delivery schedule
	  	Each calendar month, Buyer shall purchase [*****] of the Terneuzen Minimum Quantity and the Boehlen Minimum Quantity for the corresponding plant of Product as set forth in
Section 3 (“Monthly Minimum”) of this Contract and Seller shall sell in each month up to [*****] of such Terneuzen Maximum Quantity and the Boehlen Maximum Quantity (“Monthly Maximum”). Buyer agrees to buy and accept and Seller
agrees to sell and deliver Product throughout each month as is commercially reasonable on this ratable basis. Buyer shall provide to Seller a forecast of Product demand for the next calendar year by the fourth quarter of the then-current year.
Additionally, as further set out in Section 12 of this Contract, Buyer shall provide to Seller a rolling three (3) month forecast provided at least five (5) business days before the end of each calendar month. The provisions of this Section 7 are
subject to reductions in the relevant quantities (a) as provided in Section 8 of the Dow H&E GENERAL TERMS AND CONDITIONS, (b) a failure of Seller to deliver product in accordance with the quality specifications, (c) non-purchases of Product due
to the fault of Seller, or (d) for any reasons set forth in Sections 17 or 19 of this Contract. The Seller acknowledges that Seller’s sole and exclusive remedy for breach by Buyer of this Section 7 is as set forth in Sections 11 and 12 of this
Contract.
		
	 8.      Shipment Method
	  	Seller’s pipeline and third party rail tank cars
		
	 9.      Other conditions
	  	The quantity is determined on basis AIR, with reference to Section 3 of Dow H&E GENERAL TERMS AND CONDITIONS
		
	 10.    Terms of payment
	  	 [*****] 



  
  

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	 11.    Re Marketing Fee
	  	 [*****]
  
 The Re-Marketing Fee under this Section 11 is intended to permit Buyer to optimize manufacturing operations in its consuming facilities, but is not intended to permit Buyer to replace the minimum
quantities of Product required to be purchased from Seller under this Contract with other purchases of benzene obtained from third parties.

		
	 12.    Binding Forecast
	  	Buyer shall provide Seller [*****] If Buyer fails to purchase the volume of Product provided in the Binding Forecast (for reasons other than (a) as provided in Section 8 of the
Dow H&E GENERAL TERMS AND CONDITIONS, (b) a failure of Seller to deliver product in accordance with the quality specifications, (c) non-purchases of Product occurs at the fault of Seller, or (d) for any reasons set forth in Sections 16, 17, or
19 of this Contract), then Buyer shall pay the Price of Product multiplied by the difference in metric tons between the Binding Forecast for Terneuzen or Boehlen, as applicable, and the quantity of Product actually purchased by Buyer in the
applicable calendar month.
		
	 13.    Railcar Rental Fees
	  	For deliveries by rail in third party’s railcars, in case the rail tank cars are not returned within the roundtrip time as provided by the third party supplier calculated
from date of departure from the load point, Seller reserves the right to charge a rental fee per railcar and per day, without prejudice to any other right Seller may have. Any delays not caused directly by Buyer or the company receiving the Product,
are not subject to any rental fee charge. Railcar rental fees are payable thirty (30) days after date of invoice.
		
	 14.    Product Analysis
	  	Seller, for any volumes of Product delivered by rail, will provide Buyer with a certificate of analysis representative of the Product supplied to the custody of the carrier. For
this purpose Buyer will ensure, at any time during the period of this Contract, that Seller (Commercial/Logistic Department) is aware of, at the time of delivery of the Product, the valid contact information to receive such certificate of analysis.
This provision is made with reference to Section 6 of Dow H&E GENERAL TERMS AND CONDITIONS attached hereto.


  
  

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	15.	Buyer’s Commitments 

  

	 	15.1	  Product subject to Excise and Fuel Tax 

 Based on the requirements of Council Directive 92/12/EEC art 15 pt 5, it is obligatory that, after the Product has left the authorized Excise warehouse (date of delivery document), any change of place of
delivery must be communicated by Buyer to Seller within twenty-four (24) hours after change of destination. If the change of place of delivery is reported to Seller within twenty-four (24) hours, delivery of the product is made under
suspension (AAD). If the change of place of delivery is not reported within twenty-four (24) hours, the delivery is subject to Excise, fuel, environmental and inventory tax, which Dow reserves the right to recharge to Buyer, upon receipt of
invoice from the Tax authorities. 
  

	 	15.2.	  Documentary Instructions for Products subject to Excise and Fuel Tax 


(I) Buyer shall inform Seller name and full address, VAT and Excise License number of receiver of Product at least two days prior to
delivery date. Additionally, Buyer shall inform Seller the name(s) of the authorized person(s) to sign the accompanying administrative document (AAD) upon receipt of the Product. If this information is not received prior to the delivery date, Buyer
will be deemed to be in default and delivery will not take place. (II) Buyer is responsible for the immediate return, ultimately within ten (10) days after receipt, both by fax copy and registered mail of Part 3 of the excise duty document to
Seller, duly signed by the person(s) authorized under the excise duty license of the receiver. 
  

	16.	Planned Maintenance Turnarounds and Permanent Shutdown 

  

	 	16.1.	  Planned Maintenance Turnarounds 

  

	 	   16.1.1.	  Seller Planned Maintenance Turnarounds 

 In the event of a planned Ethylene Cracker and/or Aromatics unit turnaround, Seller reserves the option to cancel supply in association with the shutdown period provided that Seller gives Buyer at least
twelve (12) months advance notification in writing of the planned shutdown period. The Parties agree that any twelve (12) month notice provided under this section by Seller is not binding and the shutdown notice is for planning purposes
only and subject to adjustment by Seller if it gives sixty (60) days notice prior to the planned shutdown date. During any planned Ethylene Cracker and/or Aromatics unit turnaround, at Buyer’s request, Seller shall use reasonable best
efforts to provide benzene to Buyer during any shutdown from alternate sources at market prices, approved by Buyer; provided, that such market purchase by Seller for Buyer may be effectuated by telephone conversation with the offer and
acceptance constituting the agreement between Buyer and Seller. Any subsequent quantities not delivered in association with the shutdown shall not be deducted from the annual quantity. In the event Seller and Buyer mutually agree to recover any lost
volume, the Parties will develop a mutually acceptable schedule. 
  

	 	   16.1.2.	  Buyer Planned Maintenance Turnarounds 

 In the event of a planned shutdown at Buyer’s Benzene consuming facilities at Terneuzen or Boehlen. Buyer reserves the option to cancel supply under this Contract at the affected site or sites in
association with the shutdown period; provided, that Buyer gives Seller at least twelve (12) months advance notification in writing of the planned shutdown period. The Parties agree that any twelve (12) month notice provided under
this section by Buyer is not binding and the shutdown notice is for planning purposes only and subject to adjustment by Buyer if it gives sixty (60) days notice prior to the planned shutdown date. Any subsequent quantities not delivered in
association with the shutdown shall not be deducted from the annual quantity. In the event Seller and Buyer mutually agree to recover any lost volume, the Parties will develop a mutually acceptable schedule. 

  
  

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	 	16.2.	Permanent Shutdowns 

  

	 	16.2.1.	Seller Permanent Shutdown 


In the event that Seller decides to permanently shutdown, close, sell, or liquidate Seller’s Ethylene Cracker or Aromatics unit
located at either Terneuzen or Boehlen, Seller reserves the option to unilaterally and permanently cancel supply under this Contract or terminate this Contract with no penalty upon three (3) months written notice. In the event that Seller is no
longer manufacturing or supplying, or selling Benzene on a global basis due to the sale of the related business, cessation of operations or shutdown or sale of various assets, Seller may terminate this Contract with no penalty upon three (3) months
written notice. If Seller gives three (3) months notice to terminate this Contract, as provided for under this paragraph, Seller agrees to provide twelve (12) months supply support post shutdown by finding supply of Product for the
affected site or sites in the market for Buyer to be purchased and supplied by Seller at market terms, approved by Buyer; provided, that such market purchase by Seller for Buyer may be effectuated by telephone conversation with the offer and
acceptance constituting the agreement between Buyer and Seller. In such a case that Seller permanently cancels supply at the affected site or sites or if the Seller terminates this Contract, as provided under this paragraph, Seller will provide
Buyer access to the infrastructure at Seller’s affected site or sites for delivery/unloading, storage and pipeline throughput for purchases of benzene for a fee to be equal to the economic costs of to be determined at the time of shutdown
unless this Contract is otherwise assigned to a buyer of Ethylene Cracker(s) and/or Aromatics unit in the case Seller sells such Ethylene Cracker(s) or Aromatics unit. 
  


	 	16.2.2.	Buyer Permanent Shutdown 


In the event that Buyer decides to permanently shutdown or close Buyer’s benzene consuming facilities located in either Terneuzen or
Boehlen, Buyer reserves the option to unilaterally and permanently cancel supply under this Contract at the affected site or sites or terminate this Contract with no penalty upon three (3) months written notice. If Buyer gives three (3) months
notice to permanently cancel supply at the affected site or sites or terminate this Contract, as provided for under this paragraph, Buyer agrees to provide twelve (12) months buyer support post shutdown to either consume or pay the Re-Marketing
Fee as described in the Section 11 of this Contract for any volumes not purchased during this twelve (12) month period. 
  

	 	16.3	Seller and Buyer Cooperation 

 Seller and Buyer agree to use reasonable best efforts to coordinate planned shutdowns of Seller’s Ethylene Cracker(s) or Aromatic unit and Buyer’s Product consuming facilities to optimize
downtime and minimize the impact of shutdowns on the operations of Seller and Buyer. 
  

	17.	Product Availability 


Buyer acknowledges that the Product supplied under this Contract is a co-product of Seller’s cracking operation of the production of
Ethylene and Propylene. In the event that Seller decides at any time to reduce its cracking operation for any reason, the quantity specified in this Contract may be reduced at Seller’s option without any liability to Seller. In the event that
Seller elects at any time to change the feedstock for cracker operation which reduces the co-product production, the quantity specified in this Contract may be reduced at Seller’s option proportionally to the reduction of the co-product
production without any liability to Seller. 
  

	18.	Storage and Throughput for Product Deliveries 

 18.1. Seller will provide access to the Terneuzen and Boehlen infrastructure for delivery/unloading, storage and pipeline throughput for purchases at benzene made by Buyer from other suppliers
(“Third Party Benzene”) by purchasing Third Party Benzene from Buyer for purchase price and reselling to Buyer for the same purchase price plus fees and per the conditions as set forth below: 

18.1.1. Terneuzen: Deliveries to Terneuzen can only be made by vessel or barge. The delivery maximum per shipment is 2.5KT
and the monthly maximum for delivery is determine by taking 363,000 MT/12 less Buyer’s Binding Forecast provided to Seller pursuant to Section 12 of this Contract. 

  
  

Page 7 of 22 








 Buyer shall provide Seller with a forecast of all deliveries of Third Party Benzene [*****]
before the end of each calendar month prior to the month in which deliveries would occur and Buyer and Seller shall mutually agree on a delivery schedule for such deliveries at least five (5) business days before the end of each calendar month
prior to the month in which deliveries would occur. Buyer shall use reasonable efforts to have all deliveries of Third Party Benzene delivered equally throughout any month. The fees for unloading, storage and pipeline throughput are as follows:

 [*****] 
 18.1.2. Boehlen: Deliveries to Boehlen can only be made by railcars. The delivery maximum per shipment [*****] and the monthly maximum for delivery, is determine by taking [*****] provided to Seller
pursuant to Section 12 of this Contract. Buyer shall provide Seller with a forecast of all deliveries of Third Party Benzene at least [*****] before the end of each calendar month prior to the month in which deliveries would occur and Buyer and
Seller shall mutually agree on a delivery schedule for such deliveries at least five (5) business days before the end of each calendar month prior to the month in which deliveries would occur. Buyer shall use reasonable efforts to have all
deliveries of Third Party Benzene delivered equally throughout any month. The fees for unloading, storage and pipeline throughput are as follows: 
 [*****] 
 The fees cited above may be adjusted during any price negotiation
pursuant to Section 4 of this Contract to reflect market changes. 
 18.1.3. When practicable, Seller will
cooperate with Buyer to exchange volumes of Product with Buyer’s Third Party Benzene as a method to deliver equivalent volumes of Buyer’s external purchases of benzene into Buyer’s Terneuzen and Boehlen styrene production facilities.
Any exchanges of benzene between Seller and Buyer will be governed by an Exchange Contract attached hereto as Appendix C. Buyers fee for exchanges of Third Party Benzene will [*****] and may be adjusted during any price negotiation pursuant to
Section 4 of this Contract to reflect market changes. 
  

	19.	Excused Performance 

 The
Parties agree that Seller’s inability to obtain raw materials or energy at a cost consistent with the terms agreed hereunder shall reduce the quantities of Products to be delivered without liability, and shall be treated like a Force Majeure
event. In the event of Force Majeure declared by Seller pursuant to this Section 19, the reduced quantity of Product shall be apportioned at Seller’s reasonable discretion among Seller’s customers other than Seller’s Affiliates.

  

	20.	Assignment of Contract and/or claims 

 This Contract may not be assigned by Buyer by operation of law or otherwise without the express written consent of Seller, which consent may only be withheld if assignee is determined by Seller to be a
competitor of Seller or any of Seller Affiliates’ businesses that are located at the sites subject to this Contract or if Seller deems, in its reasonable discretion, that the assignee’s financial responsibility is unsatisfactory. Any
assignment by Buyer must include a prohibition on its assignee restricting any further assignment of this Contract without the consent of Seller. Any attempted assignment without such consent from Seller shall be null and void; provided, however,
that either Party hereto shall be permitted to assign this Contract, in full or in part to any wholly-owned Affiliate (including assigning some or all of Seller’s obligations hereunder, in which case such Affiliate may effect delivery of the
Product and invoice Buyer directly.) “Affiliate” means any subsidiary, legal entity, or joint venture in which a Party hereto directly or indirectly holds an ownership interest of at least 50%. This Contract may not be otherwise assigned
by Seller to any third party without the 

  
  

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consent of Buyer, except any assignment or partial assignment of this Contract does not require consent of Buyer when such assignment is in connection with a sale, conveyance, disposition,
divestiture, contribution to a joint venture by Seller of, or a similar transaction, including a merger, consolidation, reorganization or other business combination involving Seller and relating to, all or substantially all of the assets or
properties of Seller to which the subject matter of this Contract relates. Upon the assignment of this Contract and the express assumption by the assignee of the assigned obligations of Seller under this Contract through the execution of an
assignment and assumption agreement, Seller shall be released from all obligations and liabilities under this Contract. In addition, both Seller and Buyer may assign their respective claims under this Contract to third parties. Agreed quantities and
other terms shall not be affected by an assignment. 
 In the event Dow Europe GmbH or its Affiliates sell, convey, divest, or
contribute to a joint venture the Ethylene Crackers located at both Terneuzen and Boehlen, then Dow Europe GmbH is obligated to assign this Contract to the third party purchaser or the joint venture for which the assets were contributed, except that
only Dow Europe GmbH is subject to this assignment obligation and such obligation does not transfer to any subsequent assignee who were the third party purchaser or the joint venture for which the assets were contributed. 

 

	21.	Controlling Terms & Amendments 

 By ordering any of the Products detailed in this Contract, Buyer agrees to all the terms and conditions contained in this Contract and in the Dow H&E GENERAL TERMS AND CONDITIONS as attached hereto,
which override any additional or different terms or conditions included in Buyer’s purchase order or other documents or referred to by Buyer. Any amendments or additions to this Sales Contract shall be valid only if agreed in writing by both
Parties. 
  

	22.	Contact Persons 

 Seller:

  

					
	 Planning/Logistic Coordinator

Terneuzen
 J. PIPKIN / M. PIETERS
 HOUSTON/TERNEUZEN

TEL 001-2819664176

TEL 0031-11567 2652

FAX 0031-11567 3782

EMAIL jnpipkin@dow.com

EMAIL mpieters2@dow.com
	  	 Commercial Manager
  

A. JENNEY
 HORGEN

TEL 0041-44 728 2144
 FAX 0041-44 728
3343
 EMAIL acjenney@dow.com
	  	 Commercial Coordinator
  

C. CUOLT, HORGEN
 TEL 0041-44 728 2695

EMAIL ccuolt@dow.com
 FAX 0041-44 728
3343

			
	 Planning/Logistic Coordinator

Boehlen
 K.H. FRITZE
 BOEHLEN

TEL 0049-3420688 167

FAX 0049-3420688 150

EMAIL kffritze@dow.com
	  	 Credit Manager
  

S. LAMAS, HORGEN
 TEL 0041-44 728 2833

EMAIL slamas@dow.com
 FAX 041-44 728
2308
	  	 Accounts Receivable
  

A. KRAMER-CAPPILLI, HORGEN
 TEL 0041-44 728
2651
 EMAIL acappilli@dow.com
 S.
WOODS
 TEL 0041 44 728 2552
 EMAIL
swoods2@dow.com


 Buyer: 
  

					
	 Planning/Logistic Coordinator

Terneuzen
 C. ANTHEUNISSE
 TEL 0031-115672896

EMAIL
 cantheunisse@dow.com
	  	 Commercial Manager
  

M. CROMACK
 HORGEN

TEL 0041-44 728 2756
 EMAIL
mcromack@dow.com
	  	 Commercial Coordinator
  

P. CALLER
 HORGEN

TEL 0041-44 728 3663
 EMAIL
pcaller@dow.com



  
  

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	23.	Amendment and General Release 

 The Benzene Sales Contract (Europe), dated as of April 1, 2010, between Dow Europe GmbH and Styron Europe GmbH (the “Initial Contract”), is hereby amended and restated in its entirety and
shall no longer be in force and effect. Each of the Parties hereto hereby irrevocably, unconditionally and completely releases and discharges the other Party hereto and its respective affiliates, directors, officers, employees, agents, successors
and assigns from all current and future rights, claims, causes of action, liabilities and obligations arising under or relating to the Initial Contract, including, without limitation, all claims and payments due thereunder. This release shall be
effective as of 11:59p.m. Eastern Daylight Time on June 16, 2010. The Parties hereto hereby agree and acknowledge that there are no payments or other obligations outstanding as of 11:59p.m. Eastern Daylight Time on June 16, 2010 pursuant
to the Initial Contract. 
 [SIGNATURE PAGE FOLLOWS] 

  
  

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	 DOW EUROPE GMBH
	 		 	STYRON EUROPE GMBH
					
	 BY:
	 	  /s/    Stephen Doktycz
	 		 	BY:	 	  /s/    Stephen Doktycz

	 NAME:
	 	 Stephen Doktycz
	 		 	NAME:	 	 Stephen Doktycz

	 TITLE:
	 	 Authorized Representative
	 		 	TITLE:	 	 Authorized Representative

			
	 Date Executed: June 17, 2010
	 		 	Date Executed: June 17, 2010
				
		 		 		 	STYRON EUROPE GMBH
					
		 		 		 	BY:	 	  

 /s/    Stephen Doktycz

		 		 		 	NAME:	 	 Stephen Doktycz

		 		 		 	TITLE:	 	 Authorized Representative

				
		 		 		 	Date Executed: June 17, 2010


[Signature Page to Amended and Restated Benzene Sales Contract (Europe)] 







 DOW H&E GENERAL TERMS AND CONDITIONS 

 

	1.	Interpretation of Trade Terms 

 Trade terms shall be interpreted in accordance with INCOTERMS 2000. Title shall pass to Buyer at the same time as the risks of loss or damage under INCOTERMS 2000. If this Contract does not specify trade
terms as defined in INCOTERMS 2000, title and risk of loss shall pass to Buyer upon delivery into the custody of the carrier. For pipeline deliveries title to and risk of loss of Product will transfer from Seller to Buyer when product passes the
connecting flange of Seller’s pipeline to the inlet flange of Buyer’s receiving pipeline at delivery point 
  

	2.	Payment and Payment Value Date 

 (I) Payment shall be made in such a way that Seller’s designated bank account will be credited for good value in accordance with the payment terms specified in this Contract. Payment of the full
amount invoiced does not constitute a waiver with respect to any claims Buyer may have against Seller. (II) If payment due date falls on a Saturday or on a holiday other than a Monday, payment shall be made on the last preceding banking day. If
payment due date falls on a Sunday or a holiday on a Monday, payment shall be made on the next banking day. 
  

	3.	Determination of Invoice Quantity of Product 

 The quantity of the Product to be invoiced shall be determined at load point in accordance with the methods and procedures applicable to deliveries of the Product and the Shipment Method defined in this
Contract or in accordance to the results of an independent surveyor acceptable to both Parties. An independent surveyor acting on behalf of Buyer, at Buyer’s expense, shall have the right to verify, under an appropriate secrecy agreement,
Seller’s calibration procedures and measurement records of Seller’s meters. In case of dispute, the results if an independent surveyor shall be final and binding to both parties. 

 

	4.	Seller’s Commitments 

  

	 	4.1	Seller undertakes that the Product at the time of delivery meet the agreed Specifications. 


 

	 	4.2	Seller will supply Buyer with the current Material Safety Data Sheets (MSDS). 


 

	 	4.3	Seller will convey the Product with good title, free from any lawful lien or encumbrance. 


 

	5.	Responsible Practices 


Buyer will (I) familiarize itself with any product literature or information Seller provides under Seller’s product stewardship
program, including MSDS, (II) follow safe handling, use, selling, storage, transportation and disposal practices, including special practices as Buyer’s use of the Product requires and instruct its employees, contractors, agents and
customers in these practices and (III) take appropriate action to avoid spills or other dangers to persons, property or the environment. If Buyer has failed to comply with any of its commitments under this Section 5. Seller will provide
Buyer with thirty (30) days written notice to cure such failure to comply. If Buyer does not cure such failure to comply within the thirty (30) day period, Seller may suspend Product delivery without liability for thirty (30) days
(“Suspension Period”). Upon the end of the Suspension Period, if Buyer has not cured such failure to comply, Seller may cancel this Contract on fifteen (15) days notice unless Buyer agrees to indemnify Seller for all losses caused by
such failure to comply. 
  

	6.	Documentary Instructions 


Buyer shall inform Seller about any documentary and invoicing instructions at least two (2) working days prior to loading date.

  

	7.	Liability 

 In the event
of any liability by either Party whether arising from breach of Contract or from statutes it is agreed that the maximum amount of damages recoverable shall be limited to the Contract 

  
  

Page 12 of 22 








 
price for the Product with respect to which damages are claimed. In no event shall either Party be liable for indirect, consequential, special, punitive or exemplary damages in connection with or
arising out of this Contract. 
  

	8.	Force Majeure 

 In the
event of accident, mechanical breakdown of facilities, fire, flood, strike, labour trouble, riot, revolt, war, acts of governmental authority, acts of God, or contingencies beyond the reasonable control of the Party affected, all interfering with
the performance of this Contract, the quantity of Product provided for in this Contract shall be reduced by the amount so affected without liability, but this Contract shall otherwise remain unchanged. The affected Party shall decide at its
reasonable discretion on the quantities of Product affected and the allocation of the reduced quantities to be sold or purchased. The Parties agree to retain absolute discretion on relation to allocation with their respective affiliates,
provided, however, that during an event subject to this Section 8 Seller shall treat Buyer in the same manner as all other contract customers for Product. 

 

	9.	Default 

 9.1 If Buyer
fails to make a payment under this Contract within three (3) days following notice by Seller that payment is due, Buyer shall be in default. Upon Buyer’s default Seller may, at its option and without further reminder, recall shipments, and/or
decline to make further deliveries against this Contract, except for cash. If Buyer fails to make payment under this Contract following a thirty (30) day notice by Seller, then Seller may treat such failure to cure by Buyer as final refusal to
accept further shipments and may cancel this Contract. 
 9.2 Seller reserves the right, without prejudice to Buyer’s
liability to pay on the due date and to any other rights Seller may have under this Contract, to charge as from the due date without further notice, interest on any overdue balance of a rate equal to the one (1) month LIBOR interest for the currency
invoiced, as fixed by the British Bankers Association on the last business day of the month preceding the date of payment, plus five percent (5%) points. 
 9.3 If Buyer’s financial responsibility becomes unsatisfactory and Seller deems itself insecure (in each case in Seller’s commercially reasonable judgment), then Seller may, after three (3) days
prior written notice to Buyer (which shall include the basis for such determination in reasonable detail), defer shipments, accelerate the due dates on all amounts, and/or require cash payments or other security. 

 

	10.	Performance by Affiliates 


At Seller’s option, any Contract obligation may be performed by Seller or any of its affiliates. Any deliveries made under this
condition may be invoiced by such affiliate and shall constitute performance of this Contract by Seller. 
  

	11.	Severability of Provisions 


Should any provision of this Contract be held invalid or unenforceable, the validity and enforceability of the remaining provisions shall
not be affected. Any invalid or unenforceable provision shall be replaced with a new provision which will allow the Parties to this Contract to preserve the initial intent and purpose of this Contract. 

 

	12.	Non-Waiver 

 Failure to
exercise any rights under this Contract upon any occasion shall not waive the right to exercise the same on another occasion. 
  

	13.	Applicable Law 

 This
Contract shall be governed and construed in accordance with the internal laws of Switzerland. The United Nations Convention on Contracts for the International Sale of Goods (l980) shall not apply to this Contract. All disputes arising under this
Contract shall be finally settled under the rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more 

  
  

Page 13 of 22 








 
arbitrators appointed in accordance with said rules. Arbitration shall take place in Zurich, Switzerland. The language of the arbitration shall be English. 

 

	14.	No set-off 

 Regardless
of any other rights under any other agreements or mandatory provisions of law, neither Seller nor Buyer shall have the right to set-off any amounts due and payable under this Contract, whether contingent or otherwise, against any amount owed by such
party to the other party, whether under this Contract or otherwise. 
  

	15.	Counterparts 

 This
Contract may be executed and delivered (including by facsimile or other means of electronic transmission, such as by electronic mail in “pdf” form) in one or more counterparts, and by the Parties in separate counterparts, each of which
when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. 

  
  

Page 14 of 22 








 Appendix A: Product Specification (Terneuzen) 

Author: GPDIS SYSTEM 
  

											
		  	 THE DOW CHEMICAL COMPANY
 CUSTOMER SPECIFICATION
	  	Page: 1	  		  			

  

							
	Date Printed: 15 FEB 2010	 		 		 	
			
	SPECIFIED MATERIAL: 00009642-C001	 	                        Effective: 20 JAN
2010	 	
	         Supersedes:
	 		 	
				
	NAME: BENZENE-E	 		 		 	
			
	        CUSTOMER NAME/ADDRESS:	 		 	
		 	STYRON HOLDING B.V. HERBERT H. DOWWEG 5	 	HOEK	 	
		 	ZEELAND
                                         
           THE NETHERLANDS	 	4542 NM
				
	MATERIAL DESCRIPTION:	 		 		 	
		 	 Color: clear, colorless

Odor: aromatic

Appearance/Physical State: liquid
	 		 	
	        Description Note:	 		 		 	
	  
 A CLEAR LIQUID, FREE OF SEDIMENT
AND HAZE WHEN OBSERVED AT 18.3 TO 25.6 CENTIGRADE, HIGH FLAMMABLE.


  

											
	 TEST REQUIREMENTS
	  	 	  	 	  	 
	 TEST ITEM AND CONDITION
	  	 LIMIT
	  	 UNIT
	  	METHOD	  	N	  	 
	 Benzene
	  	99.8 Min	  	% wt	  	ASTM D4492	  		  	
						
	 Non-aromatics
	  	0.15 Max	  	% wt	  	ASTM D4492	  		  	
						
	 Toluene
	  	0.05 Max	  	% wt	  	ASTM D4492	  		  	
						
	 Nitrogen, Total
	  	1 Max	  	ppm wt	  	ASTM D4629	  		  	
						
	 Water
	  	no free water	  		  	Visual	  		  	
						
	 Sulfur, Total
	  	1 Max	  	ppm wt	  	ASTM D3961	  		  	
						
	 Chlorides (as CI)
	  	1 Max	  	ppm wt	  	UOP 779	  		  	

 INFORMATION OR DISTRIBUTION RESTRICTED TO THIS CUSTOMER AND THE DOW CHEMICAL COMPANY. 

READ PRECAUTIONARY INFORMATION AND MATERIAL SAFETY SHEETS. THIS PRODUCT IS SHIPPED IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS REGARDING
CLASSIFICATION, PACKAGING, SHIPPING AND LABELING. 
 Last Page 







 Appendix B: Product Specification (Boehlen) 

Author: GPDIS SYSTEM 

											
		  	 THE DOW CHEMICAL COMPANY
 CUSTOMER SPECIFICATION
	  	Page: 1	  		  			

  

							
	Date Printed: 15 FEB 2010	 		 		 	
			
	SPECIFIED MATERIAL: 00009642-C102	 	                        Effective: 15
FEB 2010	 	
	         Supersedes:
	 		 	
				
	NAME: BENZENE-E	 		 		 	
			
	        CUSTOMER NAME/ADDRESS:	 		 	
		 	 STYRON DEUTSCHLAND GMBH
 WERK
BOEHLEN                                        
        BOEHLEN
	 	
		 	SACHSEN                          
                              GERMANY	 	04564
				
	MATERIAL DESCRIPTION:	 		 		 	
		 	 Color: clear, colorless

Odor: aromatic

Appearance/physical State: liquid
	 		 	
	        Description Note:	 		 		 	

 A CLEAR LIQUID, FREE OF SEDIMENT AND HAZE WHEN OBSERVED AT 18.3 TO 25.6 CENTIGRADE, HIGH FLAMMABLE.

  

											
	 TEST REQUIREMENTS
	  	 	  	 	  	 
	 TEST ITEM AND CONDITION
	  	 LIMIT
	  	 UNIT
	  	METHOD	  	N	  	 
	 Benzene
	  	 [*****]
	  	 [*****]
	  	 [*****]
	  		  	
						
	 Non-aromatics
	  	 [*****]
	  	 [*****]
	  	 [*****]
	  		  	
						
	 Toluene
	  	 [*****]
	  	 [*****]
	  	 [*****]
	  		  	
						
	 Methylcyclohexane
	  	 [*****]
	  	 [*****]
	  	 [*****]
	  		  	
						
	 Chlorides (as CI)
	  	 [*****]
	  	 [*****]
	  	 [*****]
	  		  	
						
	 Nitrogen, Total
	  	 [*****]
	  	 [*****]
	  	 [*****]
	  		  	
						
	 Bromine Index
	  	 [*****]
	  	 [*****]
	  	 [*****]
	  		  	
						
	Color, APHA	  	 [*****]
	  		  	 [*****]
	  		  	
						
	 Water
	  	 [*****]
	  	 [*****]
	  	 [*****]
	  		  	

 INFORMATION OR DISTRIBUTION RESTRICTED TO THIS CUSTOMER AND THE DOW CHEMICAL COMPANY. 

READ PRECAUTIONARY INFORMATION AND MATERIAL SAFETY SHEETS. THIS PRODUCT IS SHIPPED IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS REGARDING
CLASSIFICATION. 







 PACKAGING, SHIPPING AND LABELING. 
 Last Page 







 Appendix C 
 Exchange Contract Benzene 
 Exchange Contract Number 

Date of Contract 
  

 
 The parties mentioned below agree to exchange the
product described in this Contract, according to the TERMS AND CONDITIONS set out below. 
  

			
		  	 Dow Europe GmbH

Bachtobelstrasse 3
 8810 Horgen –
Switzerland
 (“here in after referred to as DOW”)
  

[Styron Entity]
  
 (“here in after referred to as Exchange Party”)


 When Dow delivers
Product Dow is the “Seller”, when Dow receives Product Dow is the “Buyer”. When Exchange Party delivers Product Exchange party is the “Seller”, when Exchange Party receives Product Exchange Party is the
“Buyer”. 
  

					
	 	  	 Supply by Exchange Party
	  	 Supply by DOW

			
	 1.      Product
	  	Benzene	  	Benzene
			
	 2.      Specification
	  	According Dow standard raw material specification, Benzene E spec or trading spec (BASF) currently used by Ternuezen or Boehlen	  	According Dow standard sales specification
			
	 3.      Quantity
	  	 [*****]
	  	 [*****]

			
	 4.      Price / Currency

         (EXCLUSIVE OF VAT)
	  	 [*****]
	  	 [*****]

			
	 5.      Delivery Terms

         (INCOTERMS 2000)
	  	CIF ARA and FCA Boehlen	  	DDP EB plant Terneuzen/Boehlen
			
	 6.      Delivery Schedule
	  	Spread evenly through the Contract period when the call-offs will be in mutual agreement – except during any turnarounds or major plant incidents when both parties will
endeavour to reduce volumes	  	Spread evenly through the contract period when the call-offs will be in mutual agreement – except during any turnarounds or major plant incidents when both parties will
endeavour to reduce volumes.
			
	 7.      Shipment Method
	  	 Barge/Seavessel (Terneuzen)

Rail Tank Car (Boehlen)
	  	Pipeline
			
	 8.      Delivery place
	  	ARA and Boehlen	  	Terneuzen and Boehlen
			
	 9.      Loading source
	  		  	









					
	 10.    Period of Contract
	  		  	
	
	 Other conditions
 The quantity is determined on basis AIR, with reference to Section 3 of DOW H&E GENERAL TERMS AND CONDITIONS

		
	 11.    Terms of
payment            Net fifteen (15) days end of month
	  	
			
	 	  	 Supply by Exchange Party
	  	 Supply by DOW

			
	 12.    Invoice Address
	  	 Stating Buyer’s Purchase Order
 Number:
	  	
		  	Dow Europe GmbH	  	
		  	C/O European Procurement	  	
		  	Service Center	  	
		  	Bachtobelstrasse 3	  	
		  	8810 Horgen – Switzerland	  	
		  	VAT-No.: ESN0391236G	  	
	 Invoice Mailing
 Address
	  	Dow Europe GmbH	  	
	  	C/O European Procurement	  	
		  	Service Center	  	
		  	P. O. Box 83	  	
		  	4530AN Terneuzen	  	
		  	The Netherlands	  	
			
	 14.    Product Analysis
	  		  	
	
	 Seller will provide Buyer with a certificate of analysis representative of the Product supplied to the custody of the carrier. For this
purpose Buyer will ensure, at any time during the period of this Contract, that Seller (Commercial/Logistic Department) is aware of, at the time of delivery of the Product, the valid contact information to receive such certificate of analysis. This
provision is with reference to Section 6 of Dow H&E GENERAL TERMS AND CONDITIONS attached hereto

	
	 15.    Inspection for Deliveries by Sea or Inland Waterway

			
	 Quantity Inspection at Load Port
	  		  	
	
	 An Independent surveyor acceptable to both Parties shall be appointed by Seller at load port. The independent surveyor shall be instructed
to make the full quantity inspection report including load readiness and sampling available to both Seller and Buyer regardless of the Party paying the inspection cost.

			
		  	 [*****]
	  	 [*****]

		  		  	
		  		  	
			
	 Quality Inspection at Load Port
	  		  	
	
	 Buyer reserves the right, regardless of the Party paying the inspection cost, to request and receive a quality inspection report on
composite of ship’s tanks after load or shore tanks as performed by an independent surveyor at load port acceptable to both Parties. The independent surveyor shall be appointed by Seller.

			
		  	 [*****]
	  	 [*****]

		  		  	
		  		  	
	
	 Quantity Inspection at Discharge Port

	
	 Seller reserves the right to request and receive from Buyer a full quantity inspection report as performed by an independent surveyor at
discharge port. The independent surveyor shall be appointed by Buyer. The costs for such inspection are for the account of Buyer.

			
	 16.    Railcar Rental Fees
	  		  	








 For deliveries by rail in Buyer’s railcars, in case the rail tank cars are not returned
within the roundtrip time mentioned below calculated from date of departure from the receiving point, Buyer reserves the right to charge below mentioned rental fee, without prejudice to any other right Buyer may have. Any delays not caused directly
by Seller or the company delivering the Product are not subject to any rental fee charge. Railcar Rental Fees are payable thirty (30) days after date of invoice. 
 12      Days of Free Roundtrip including time for unloading 
 [*****] per railcar per day 
  

	17.	Ship Requirements 

 The
ship shall meet all relevant legislation and all load and discharge port regulations and safety standards, and shall comply with the requirements of the International Code for the Security of Ships and of Port Facilities (ISPS Code). If the ship
does not meet all such requirements, or is deemed unsafe, then the ship may be refused. The Party nominating the ship shall be liable for all damages (consequential damage is excluded) and costs resulting from the non-compliance with this article. A
ship may not be substituted without written consent of the other Party. 
  

	18.	Ship and Barge Nomination 


In case Exchange Party delivers the Product, the ship or barge shall be formally nominated to the Logistics Department of Buyer, or in
case Exchange Party collects the Product, the ship or barge shall be formally nominated to the Logistics Department of Seller within the following timeframe stating following minimum details and in accordance to separate instructions which are made
part of this Contract: 
  

			
	For Ship	  	Minimum five (5) working days prior to start of ETA:
		  	- Product and Quantity
		  	- Ship Name / Registration Number of Ship
		  	- Owner / Operator
		  	- Lay days
		  	- Lay time for discharge / loading
		  	- Demurrage rate
		  	- Previous Cargoes
		  	- Estimated time of arrival (ETA) at discharge port / load port
		  	- Country of loading & load port / terminal / Country of destination & discharge port / terminal
		  	- Charter Party
		  	- Agent at discharge port / terminal / load port / terminal
	 For Barge
	  	Minimum two (2) working days prior to start of ETA:
		  	- Product and Quantity
		  	- Barge Name / Registration Number of Barge
		  	- Lay days
		  	- Lay time for discharge / loading
		  	- Demurrage rate
		  	- Previous Cargoes
		  	- Estimated time of arrival (ETA) at discharge port / load port
		  	- Country of loading & load port / terminal / Country of destination & discharge port / terminal


 

	19.	Demurrage 

 Demurrage is
calculated at the rate confirmed in the accepted nomination. All parties will be released from any and all demurrage liability under this Contract unless claim with supporting documentation is received in writing within ninety (90) days of the
date of completion of discharge of the cargo from the ship or barge. If the receiving Party (Logistic Department) of the claim under this Contract is of the opinion that the claim is incorrect, it may object to it by written notice given within
forty five (45) days of the date of issuance of the claim. Lack of objection of the receiving Party shall constitute acceptance of the claim. An invoice for the claim can be issued upon acceptance of the receiving Party or lapse of the forty
five (45) days period without objection. Demurrage is payable thirty (30) days after date of invoice. 








	20.	Financial Adjustment of Exchange Imbalance 

 The Exchange imbalance shall be financially reconciled to reflect changes of the exchange base price on a monthly basis. 
  

	21.	Exchange Balance Statement 


Unless otherwise specified herein, each Party shall render to the other, as soon as practical after the end of each month or each quarter
(for agreements valid for twelve (12) months and beyond). exchange statements showing the exchange quantities delivered during the month and the exchange balance as of the end of the month. Unless otherwise specified herein, the
aggregate quantities delivered by the respective Parties shall be kept reasonable in balance at all times. At the end of the agreement term, if the quantities are not approximately equal, the Party having received the greater quantity shall (unless
otherwise agreed) continue deliveries to the other Party until they are so; and any balance due either Party shall be paid for by the other at an agreed price. 
  

	22.	Controlling Terms & Amendments 

 By ordering any of the Products detailed in this contract, the Parties agree to all the terms and conditions contained in this document and to Dow H&E GENERAL TERMS AND CONDITIONS as attached hereto,
which override any additional or different terms or conditions included in purchase orders, sales acknowledgments, invoices or other documents or referred to by either Party. Any amendments or additions to this Exchange Contract shall be valid only
if agreed in writing by both Parties. 
  

	23.	Contact Persons (DOW) 

  

					
	Dow Europe GmbH	 		 	
	  
	 		 	
	J. Obregon	 		 	
	Commercial Director