Amended and Restated Bisphenol A Sales Contract, dated June 17, 2010



 Exhibit 10.24 
 EXECUTION VERSION 
 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 
 BISPHENOL A SALES CONTRACT 
 BETWEEN 

DOW EUROPE GMBH 

AND 
 STYRON
EUROPE GMBH 

  
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 AMENDED AND RESTATED SALES CONTRACT (this “Contract”) 

DOW EUROPE GMBH (“Seller”) agrees to sell to STYRON EUROPE GMBH (“Buyer”) and Buyer agrees to purchase from Seller the
Product described in this Contract, according to the TERMS AND CONDITIONS set out below and in the attached GENERAL TERMS AND CONDITIONS (each of Buyer and Seller a “Party”, and collectively, the “Parties”), effective
June 17, 2010 (“Effective Date”). 
  

			
	Product	  	Polycarbonate grade Bisphenol A (parrabis) in molten form
		
	Specification	  	See attached
		
	Quantity	  	 [*****]
  
 For purposes hereof, “Buyer requirements” shall be limited to Buyer’s facilities at Stade, Germany
  

If Buyer requests additional volume above the Maximum Quantity, Seller will use reasonable best efforts to provide such volumes, the parties hereto will
negotiate in good faith, and such volumes may be provided if the parties hereto can mutually agree upon terms of the additional supply.

		
	Period of Contract	  	 Five (5) years from Effective Date
  

If Seller terminates this Contract pursuant to the terms hereof. 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.

		
	Shipment	  	Pipeline
		
	Price (subject to Section 6 of the General Terms and Conditions hereof)	  	 [*****]
  
 At the end of the first [*****] and every [*****] 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



  
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		  	arbitrator issues the decision and shall continue for the next thirty-six (36) month period. For the avoidance of doubt, Section 16 of the General Terms and Conditions of this
Contract shall not apply to a pricing dispute pursuant to this paragraph.
		
		  	In the event any of the indices referenced above ceases publication, stops reporting on Bisphenol A, 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 such 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 Section 16 of the General Terms and Conditions hereof.
		
	Delivery Terms	  	DDP Buyer’s facility in Stade
		
	Terms of Payment	  	Consolidated monthly invoice generated at the end of the calendar month; [*****]
		
	Storage and Throughput for Product Deliveries	  	 Seller and Buyer agree to use reasonable best efforts to coordinate planned shutdowns of Seller’s Product consuming facilities to
optimize downtime and minimize the impact of shutdowns (for scheduled maintenance or otherwise), which shall include cooperation on the supply of Bisphenol A, on the operations of Seller and Buyer, and to communicate with each other on such events
with at least sixty (60) days’ notice.
  
 Seller understands Buyer may
from time to time need to purchase Product from a third party supplier. In such cases, Seller will work with Buyer to make logistical and delivery infrastructure available for such third party purchases.

		
	Amendment and General Release	  	The Bisphenol A Sales Contract, 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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 This Contract shall come into effect when signed and returned by Buyer to Seller within thirty
(30) days of the date of signature by Seller. 
  

									
	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/ Timothy King

				
		 		 		 	NAME: Timothy King
				
		 		 		 	TITLE: Authorized Representative
				
		 		 		 	Date Executed: June 17, 2010


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







 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.	Seller’s Commitments 

  

	2.1.	Seller undertakes that the Product will at the time of delivery meet Seller’s then current Sales Specifications. Seller will notify Buyer if Sales Specifications
are changed. All descriptions, drawings, photographs, illustrations, performance and technical data, dimensions, weights and the like, contained in any promotional or technical literature issued by Seller are subject to variation without notice and
are not designed to constitute Sales Specifications. 

  

	2.2.	Seller will supply Buyer with current Material Safety Data Sheets (MSDS) regarding the Product. 


 

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


 

	3.	Responsible Practices 

  

	3.1.	Buyer will (i) familiarise 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 is in default of any of its commitments under this Section, Seller will provide Buyer with thirty (30) days to cure such
default. If Buyer does not cure such default 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 default, 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. 


 

	3.2.	Notwithstanding the provisions of Section 5 hereof. Buyer will indemnify Seller for all claims, damages and related costs, including reasonable attorney fees,
arising out of Buyer’s non-compliance with any of its commitments under Section 3.1 above. 

  

	4.	Patents/Trademarks 


Seller warrants only that the manufacture of the Product covered by this Contract does not infringe any Letters Patent of the country of
manufacture. Buyer assumes all responsibility for use of any design, trademark, trade name, or part thereof, appearing on the Product at Buyer’s request. 
  

	5.	Warranty/Liability 

  

	5.1.	The commitments set out in Sections 2 and 4 above are Seller’s sole warranties in respect of the Product. ANY OTHER CONDITION OR WARRANTY AS TO THE QUALITY OF THE
PRODUCT SUPPLIED UNDER THIS CONTRACT OR FITNESS FOR ANY PARTICULAR PURPOSE WHETHER ARISING UNDER STATUTE OR OTHERWISE, IS EXCLUDED. 

  

	5.2.	 Buyer shall inspect the Product supplied under this Contract immediately after delivery. If any of the supplied Product is rejected because of
non-conformity to specifications, Buyer shall have the right to return it to Seller only after inspection by Seller and receipt of definite shipping instructions from Seller, such inspection to be made and instructions to be given by Seller within
thirty (30) days after notice of rejection by 



  
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Buyer. Either (1) failure to give written notice of any claim within thirty (30) days from the date of delivery, or (2) use of the Product supplied under this Contract, constitutes
an unqualified acceptance of such Product by Buyer and a waiver by Buyer of all claims in respect of such Product. 


  

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

  

	6.	Price and Terms 

  

	6.1	[*****] 

  

	6.2	[*****] 

  

	7.	Schedule of Deliveries 

 Buyer shall attempt to schedule deliveries of the Product uniformly throughout the calendar year. [*****] 
  

	8.	Transportation 


Where the price provides for absorption by Seller of any portion of the freight charges, or where Seller provides the transportation
equipment at its cost, Seller shall have the right to select the means of transportation. Where the price provides for payment by Buyer of any portion of the freight charges, the freight charges will be those in effect at the date of shipment.

  

	9.	Delivery Equipment 


During the time that Seller’s delivery equipment is in the possession of Buyer, Buyer shall be liable to Seller for damages or
destruction of such equipment attributable to Buyer. All repairs to equipment shall be made under the supervision or direction of Seller. 

  
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	10.	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, 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 reasonable decision of the Party affected
as to the quantities of Product affected shall be final and binding. 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;
provided, that during such an event subject to this Section 10, Seller shall treat Buyer in the same manner as all other contract customers for Product. 
  

	11.	Governmental Controls 

 If the price, freight allowance, or terms of payment, or any price increase, or change in freight allowance, or terms of payment under this Contract, or Seller’s ability to make any such increase or
change, should be altered or prohibited by reason of any law, government decree, order or regulation, Seller and Buyer agree to address the impacts of such changes in regulatory conditions and attempt to negotiate new terms in good faith. In the
event that Seller and Buyer are unable to agree upon how to address the impacts of changes in regulatory conditions within thirty (30) days after initiating such 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 Section 16 of the General
Terms and Conditions hereof; provided, however, that during periods of such arbitration the existing price mechanism shall continue until the resolution of such arbitration. Fees and costs of 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 such decision. 
  

	12.	Non-performance 

  

	12.1	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. 


 

	12.2	Seller reserves the right, without prejudice to Buyer’s liability to pay on the due date, to charge interest on any overdue balance of a rate equal to [*****].


  

	12.3	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) day’s 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. 

  

	12.4	 Notwithstanding anything to the contrary in this Sales Contract, Buyer’s sole liability for failure to purchase at least the annual Minimum
Quantity in any calendar year (unless due to (i) Seller’s inability to supply or due to a Force Majeure event affecting Buyer, (ii) a failure of Seller to deliver product in accordance with quality specifications,
(iii) non-purchases of product at the fault of Seller, or (iv) any shutdown of Seller’s Product consuming facilities) shall be for Buyer to pay Seller as liquidated damages and not as




  
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a penalty, the amount of [*****] for each non-purchased MT below the Minimum Quantity of [*****] as liquidated damages and not as a penalty. Such payment shall be due within thirty (30) days
after the end of a contract year. 


  

	13.	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 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 Buyer and Seller may assign their respective claims under this Contract to third parties. Agreed quantities and
other terms shall not be affected by an assignment. 
  

	14.	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.

  

	15.	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 achieve the intended economic result in a legally valid and effective manner. 
  

	16.	Applicable Law 


This Contract shall be governed by and construed in accordance with the laws of Switzerland. 

The United Nations Convention on Contracts for the International Sale of Goods (1980) 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 arbitrators appointed in accordance with said rules. Arbitration shall take place in Zurich,
Switzerland. The language of the arbitration shall be English. 
  

	17.	Controlling Terms & Amendments 

 By ordering any of the Product detailed in this Contract, Buyer agrees to all the terms and conditions contained on both sides of this document which override any


  
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additional or different terms or conditions included in Buyer's purchase order or referred to by Buyer. Any amendments or additions to this Contract shall be valid only if in writing and signed
by both Parties. 
  

	18.	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. 

  
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 Appendix: Product Specification 

Author: GPDIS SYSTEM 

					
	THE DOW CHEMICAL COMPANY	  	Page: 1
	RAW MATERIAL SPECIFICATION	  	
	SUPPLIER’S COPY	  	

  

			
	Date Printed: 15 FEB 2010	  	
		
	SPECIFIED MATERIAL: 00058255-R007	  	Effective: 16 DEC 2008
	Supersedes:	  	

 NAME: PARABIS* Resin Intermediate 
 MATERIAL DESCRIPTION: 
 Color: white/light tan 

Odor: mild phenolic 
 Appearance/Physical State: solid, flakes, powder 
 Description Note: 

WHITE CRYSTALS WITH MILD PHENOLIC ODOR.1 
 TEST REQUIREMENTS 
  

											
	 TEST ITEM AND CONDITION
	  	 LIMIT
	  	UNIT	  	METHOD	  	N	 
					
	 p,p'-Isomer Content
	  	[*****]	  	%	  	DOWM 101430	  			
					
	 o,p-Isomer Content
	  	[*****]	  	%	  	DOWM 101430	  			
					
	 Phenol
	  	[*****]	  	%	  	DOWM 101430	  			
					
	 Iron
	  	[*****]	  	ppm	  	DOWM 100779	  			
					
	 Caustic Color, Pt-Co
	  	[*****]	  		  	DOWM 101314	  			
					
	 Isopropenyl Phenol Components (Sum of Monomer, Dimer & Trimer)
	  	[*****]	  	%	  	DOWM 101430	  			

 SHELF LIFE 
  

			
	CONTAINER	  	SHELF LIFE
		
	Bag	  	12 month

  

	1 	 It is not molten. The PARABIS* that is mixed with the water in Stade is a crystal. When the Epoxy plant supplies BPA to the slurry from big bags
produced outside, typically Hexion BPA from Pernis, that material is a prill. 



  
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 STORAGE: 
 Flakes/granules may fuse if under excess heat or compression Store in cool, dry place away from high temperatures 
  

			
	 Bulk
	  	12 month
		
	 STORAGE:
	  	
	 Store in a dry place
	  	

 Continued on Next Page 

 

					
	THE DOW CHEMICAL COMPANY	  	Page: 2
	RAW MATERIAL SPECIFICATION	  		  	
	SUPPLIER’S COPY	  		  	

  

			
	SPECIFIED MATERIAL: 00058255-R007	  	Effective: 16 DEC 2008
	NAME: PARABIS* Resin Intermediate	  	

 NOTES 
 1. Packaging & Labelling: 
 Unless otherwise specified this product is
supplied in Bulk, Bulk bags and 25 kg bags. 
 Minimum container markings will include: 

The Dow Chemical Company 
 Product Name 
 Batch Number 

Net Weight 

Appropriate hazard warning information 
  

	*	TRADEMARK OF THE DOW CHEMICAL COMPANY 


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

  
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