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CONFIDENTIAL TREATMENT REQUESTED  


***
Certain portions of this exhibit were omitted and marked with "***". Copies of this exhibit containing the omitted information have been filed separately with the Securities and Exchange
Commission pursuant to the Company's Application for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934. 


 
 

Exhibit 10.1    
    


SUPPLY AGREEMENT  


        This agreement is entered into on June 30, 2003, between: 



        HUNTSMAN HOLLAND BV (hereinafter referred to as "Huntsman"), having its registered office at Merseyweg 10, NL-3197 KG Botlek RT,
Rozenburg, The Netherlands; and 


        HAM LLC (hereinafter referred to as "Customer"), having its registered office at 500 Huntsman Way, Salt Lake City, UT 84108 


        Conditions Precedent:    this agreement will only become effective upon the consummation of the proposed acquisition of the
Vantico Group of Companies by Matlin Patterson. 


        Huntsman
and Customer have agreed subject to the Conditions Precedent above on the following terms and conditions for the sale and supply of certain products by Huntsman (seller) to
Customer (buyer). 


        Products:    JEFFAMINES® including those listed in the Price/Price Review clause of this agreement. 


        Material Safety Data Sheets (MSDS):    Attached hereto in Annex 1. 



        Specifications:    As attached hereto in Annex 2. 


        Duration:    From the date of consummation of the proposed acquisition of the Vantico Group of Companies by Matlin Patterson
until 31 December 2005 ("Initial Duration"). Thereafter this Agreement shall automatically continue for successive periods of one calendar year, unless either party terminates this Agreement by
giving at least six (6) months written notice prior to the end of the Initial Duration or, thereafter, prior to the end of the then current calendar year. 



        Quantity—Huntsman's Maximum Supply Obligation:    *** te per calendar year in total for the various grades listed in
the Price/Price Review clause of this agreement. Quantities for the remaining part of 2003 after the start date of the Initial Duration shall be calculated from this on a pro-rata basis. 


***
Portions of this paragraph have been omitted pursuant to a request for confidential treatment filed separately with the Commission. 


        Quantity—Customer's Minimum Purchase Obligation:    *** te per calendar year in total for the various grades listed
in the Price/Price Review clause of this agreement. Quantities for the remaining part of 2003 after the start date of the Initial Duration shall be calculated from this on a pro-rata
basis. In the event that Customer's total annual requirement for Product falls below the minimum obligation to purchase, Customer will not be obligated to purchase from Huntsman quantities in excess
of those required. 


***
Portions of this paragraph have been omitted pursuant to a request for confidential treatment filed separately with the Commission. 





 


Forecasting: 


        Annual
Forecast: For the year 2003, Customer expects its requirements for the products to be *** te in total for the various grades listed in the Price/Price Review clause of this
agreement. Requirements for the remaining part of 2003 after the start date of the Initial Duration shall be calculated from this on a pro-rata basis. Customer will provide to Huntsman an
annual forecast for each calendar year following 2003 during the fourth quarter of the preceding calendar year. 


***
Portions of this paragraph have been omitted pursuant to a request for confidential treatment filed separately with the Commission. 



        Rolling
Forecast: The Customer shall provide Huntsman with a rolling three month forecast of the quantities required by Customer location and grade. The first month of this forecast
shall be regarded as a binding commitment. 


        Quality:    Huntsman warrants that the products supplied to Customer hereunder shall meet the attached specifications.
Otherwise, Huntsman makes no other warranty, whether express or implied, including warranties of merchantability or fitness for any particular purpose or otherwise. 



        Price/Price Review:    Prices for the year 2003 are as follows and subject to the price matching clause below: 


        Drum
pricing is also valid for grouped products. 



	GRADE
	 	PRICE (EURO/TE)

	D 230	 	Bulk (min 24-25 T)	 	*** DDP European Locations
	 	 	IBC full truck delivered	 	***
	DRUMS	 	 
	D 230	 	Min. 10 T lots	 	***
	 	 	Min. 5 T lots	 	***
	D 400	 	Min. 10 T lots	 	***
	 	 	Min. 5 T lots	 	***
	D 2000	 	Min. 10 T lots	 	***
	 	 	Min. 5 T lots	 	***
	T 403	 	Min. 10 T lots	 	***
	 	 	Min. 5 T lots	 	***
	Acc. 399	 	Min. 10 T lots	 	***
	 	 	Min. 5 T lots	 	***






***
Portions of this table have been omitted pursuant to a request for confidential treatment filed separately with the Commission. 


        For
each subsequent calendar year, the price will be mutually agreed during the fourth quarter of the preceding calendar year. 


        Payment Term:    End of the month of invoice. 



	GRADE
	 	VOLUME (LBS)
	 	PRICE (USD/LB)

	RUBINATE 1820	 	***	 	***
	RUBINATE 2020	 	***	 	***
	RUBINATE 3050	 	***	 	***
	RUBINATE 5005	 	***	 	***






***
Portions of this table have been omitted pursuant to a request for confidential treatment filed separately with the Commission. 


2





 

        For
each subsequent calendar year, prices will be mutually agreed during the fourth quarter of the preceding calendar year. 


        Payment Term:    End of the month of invoice. 



        Delivery Terms:    Delivered Duty Paid (DDP—Incoterms 2000) to any customer site. 


Shipment—Minimum Packaging: 


        Parties
shall from time to time separately agree on required transportation, product handling and ordering procedures. 


        Other Terms:    Other ordering, quality control, transportation, product handling and other supply chain formalities will be
separately agreed between the parties from time to time. In addition, Huntsman's General Terms and Conditions of Sale ("GT&C") shall apply. In case of deviation between these GT&C and the terms of
this Agreement, the latter shall prevail. 


        Applicable Law—Jurisdiction:    Dutch law—Courts of Rotterdam, The Netherlands. 


        The
parties have caused this Agreement to be executed in two (2) originals by their duly authorized and empowered representatives and each party acknowledges having receiving its
original. 



	
Huntsman Holland BV	
 	
Huntsman Advanced Materials LLC
	

by:  /s/  M.J. VAN DE MEER      
 Name:  MJ van de Meer

Title:    Managing Director

Date: 30 June 2003	
 	

by:  /s/  JOHN R. HESKETT      
 Name:  John R. Heskett

Title:    Vice President

Date: June 30, 2003





Annex 1: Material Safety Data Sheets 


Annex 2: Specifications of Products 


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Exhibit 10.1