AMENDED AND RESTATED AGREEMENT OF SALE

EXHIBIT 10.1

CONFIDENTIAL TREATMENT

PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO REGISTRANT’S APPLICATION OBJECTING TO DISCLOSURE AND REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2; THE OMITTED PORTIONS HAVE BEEN MARKED WITH BRACKETS.

AMENDED AND RESTATED

AGREEMENT OF SALE

This Amended and Restated Agreement of Sale (the “Agreement”) is entered into on the 1^st day of January 2005 between:

Whereas, Seller and Buyer entered into an Agreement of Sale dated January 1, 1998 (the “Original Agreement”), pursuant to which Seller agreed to sell, and Buyer agreed to purchase, certain quantities of Styrene Monomer T2, in accordance with the terms and conditions set forth therein; and

Whereas, Seller and Buyer have agreed to enter into this Amended and Restated Agreement of Sale, effective as of the date set forth above, to amend certain of the terms and conditions set forth in the Original Agreement, all as more fully set forth below.

Where this Agreement conflicts with the Original Agreement, this Agreement prevails.

The parties agree as follows:

Styrene Monomer T2

Such product is hereinafter referred to as “Product”.

Notwithstanding the foregoing, in the event of force majeure as set out in article 12 or Buyer being placed on Cash on Delivery (COD) or deliveries being suspended pursuant to Section 8.5 and 8.6, such volumes shall be proportionately reduced according to the duration of the force majeure or the period of COD or suspension as long as Buyer does not purchase Product from an alternative source on a COD basis, as applicable.

This Agreement shall come into force on 1^st January 2005 and shall continue for an initial period of five years. It shall continue thereafter unless and until terminated by either party giving not less than one calendar year prior written notice to the other party expiring on 31^st December 2009 or anniversary thereof.

In the event that Buyer is acquired by a styrene producer who elects to bring its own styrene supply into Buyer’s plant(s), Buyer may, subsequent to its acquisition, serve limited notice of termination of this Agreement.

Under such limited notice, this Agreement will remain in full force throughout the 18 months period following closure date of the sale of the business whereby Buyer will purchase a minimum of [    ] tonnes of Product in regular monthly quantities during the 18 month period following closure of the sale of the business to such styrene producing buyer. Thereafter, the Agreement shall terminate.

Buyer will notify Seller of such potential sale of business once Buyer enters into a binding letter of intent to sell such business to a styrene producing buyer, who wants to bring their own Product into Buyer’s plant(s).

Where:

Where:

A = [    ] EUR/tonne in 2005 escalated at midnight on 31^st December of each Agreement year for the following year at the inflation rate ‘CPI, alle huishoudens’, as published by the Dutch CBS.

B = [    ] EUR/MT (L/L0) fixed cash costs where

L = The latest wage index known on the last day of the relevant month as published by the Dutch CBS under the reference ‘Indexcijfers CAO lonen per maand, inclusief bijzondere belonging (2000 = 100) Chemische industrie, volwassenen’

L0 = 114 = The December 2004 index known on the last day of the relevant month as published by the Dutch CBS under the reference ‘Indexcijfers CAO lonen per maand, inclusief bijzondere belonging (2000 = 100) Chemische industrie, volwassenen

C = [    ] [€/MT] * (NG/NGo) variable cash cost, where:

NG = N.V. Nederlandse Gasunie quarterly price (GVS commodity, defined via formula F below) for natural gas, as published by Energiebeurs Bulletin, including any taxes, monthly fees or other charges expressed in [€cent/Nm3] of standard Groningen natural gas with a calorific value (HHV) of 35.17 [MJ/Nm3].

F = x * P + y * G + z [€cent/Nm3]

x = (11.21 / 500)

y = (15.10 / 500)

z = 1.975

P = P6-0-3 = 6 months average of Platt’s 1% Sulfur Fuel Oil quotation in the period directly preceding the quarter [€/MT]

G = G6-0-3 = 6 months average of Platt’s Gas Oil quotation in the period directly preceding the quarter [€/MT]

Definitions of P and G, and conversion rules from $ to € will be taken from Gasunie’s Algemene Voorwaarden

NGo = 13.133 [€cent/Nm3)

D = [    ] x average of the Price Range shown for ETHYLENE (CP) FD N.W.E valid for the month of the bill of lading as published in the FEEDSTOCK PRICES table of the weekly Styrene (Europe) report by ICISLOR in EUR/MT.

E = [    ] x the average of the Price Range shown for BENZENE (CP) FOB N.W.E valid for the month of the bill of lading as published in the FEEDSTOCK PRICES table of the weekly Styrene (Europe) report by ICISLOR in EUR/MT

All currencies are to be converted to EURO at the average rate of the month prior to the bill of lading as published by the European Central Bank at its website www.ecb.int.

In the event that any of the foregoing reference publications cease to exist or cease to contain any of the data necessary to determine the reference price(s) in question, or if any of the publications change the basis for determination of any of such data in a manner which is adverse to either of the parties hereunder, then the reference price in question will be based on such alternative index as most closely approximates the applicable index as constituted on the date of this Agreement and is reasonably acceptable to the parties hereto.

The Product shall be delivered by vessel typically in lots of 2,500 – 3,000 tonne to Porvoo or Rauma. In the event that Seller is required to pay freight charges in excess of [    ]/tonne from Rotterdam to Porvoo or Rauma as a result of smaller shipment sizes or deviations upon Buyer’s request, Buyer shall pay the excess charge.

The Buyer shall pay to the Seller in addition to the price herein provided any sales tax and/or value added tax (BTW) tax or equivalent thereof that might currently or in the future be imposed by any government authority with respect to the sale of the Product by Seller to Buyer.

Buyer has the following time available for discharge:

For [    ] tonnes parcel – [    ] hours

For [    ] tonnes parcel – [    ] hours

For [    ] tonnes parcel – [    ] hours

For [    ] tonnes parcel – [    ] hours

For [    ] tonnes parcel – [    ] hours

For parcel sizes above [    ] tonnes a minimum discharge rate of [    ] tonnes per hour is required.

Available time not used by Seller during loading is available to Buyer at discharge (Reversible)

If Buyer nominates a parcel size between the parcel sizes set out above, the time available for discharge is to be prorated for cargo quantities falling between the above matrix parcel sizes.

The applicable demurrage rates during the agreement period are:

Vessels up to [    ] tonnes DWT – EUR [    ] per day pro rata

Vessels [    ] – [    ] tonnes DWT – EUR [    ] per day pro rata

Vessels [    ] – [    ] tonnes DWT – EUR [    ] per day pro rata

Vessels above [    ] tonnes DWT – EUR [    ] per day pro rata

Title to the Product shall transfer upon delivery to Buyer.

Risk of loss in connection with the Product shall pass from Seller to Buyer as specified in the Incoterms 2000. Liability in connection with the Product shall pass from Seller to Buyer at the same time as the risk of loss.

Buyer acknowledges receipt of Seller’s Material Safety Data Sheets for Product and is aware of the hazards or risks in handling or using Product. Buyer shall fully inform its employees, agents, contractors and customers who handle use buy or may be exposed to any Product or such Product’s hazards or risks and shall hold Seller harmless from all claims by its employees and such other third parties for compensation for damages caused by the Product to the extent such damage is addressed in the Material Safety Data Sheets. Buyer shall provide copies of Seller’s Material Safety Data Sheets and any updates furnished by Seller to all such employees, agents, contractors and customer and Buyer shall conspicuously post the Material Safety Data Sheets throughout the area of Buyer’s plants or premises where exposure to any Product may occur.

Buyer’s exclusive remedy for any and all losses or damages resulting from the sale of Product under this Agreement, including but not limited

to any allegation of breach of warranty, breach of Agreement, negligence or strict liability shall be limited at Buyer’s option to either the return of the purchase price or the replacement of the particular product for which a claim is made and proved, plus reasonable out of pocket expenses.

In no event shall either party be liable for any special, consequential, incidental or indirect losses or damages attributable to the sale of Product under this Agreement or to any other matter arising out of or in connection with this Agreement except that Seller shall be liable for all reasonable expenses (including reasonable legal fees) incurred by Buyer in collecting amounts due from Seller under the terms of this Agreement or in enforcing any other rightful claims Buyer may have under the terms of this Agreement.

If either party does not perform, does not timely perform, or does not properly perform one or more of its material obligations within thirty (30) days after written notification from the other party, is declared bankrupt, applies for a moratorium of payment, starts to liquidate its business, or makes a general arrangement for the benefit of its creditors, the other party shall be entitled to suspend its obligations until arrangements are made for security satisfactory to such other party or until all indebtedness to such other party is paid in full or at such other party’s option to terminate the Agreement by giving notice of termination without judicial intervention and without a term of notice.

Unless otherwise agreed between the Parties and subject to applicable law and regulation, any information exchanged between Buyer and Seller pursuant to this Agreement including the content of this Agreement is strictly confidential and shall neither be communicated to any third Party nor be used for other purposes than the performance of this Agreement.

IN WITNESS WHEREOF Seller and Buyer have executed this Agreement in counterparts as of the date first above written.

This report has been generated from our business computing system and lists those properties our company evaluates in conducting batch selection decisions. This report may also contain typical properties and their expected values. This report may not cover your entire specification, which may include requirements for packaging, shipping, storage, delivery, etc.

The Information in this bulletin is believed to be accurate and current as of the date of publication. It is the sole responsibility of the customer to determine whether the product is appropriate and suitable for the customer’s specific use. Lyondell Chemical Company and its affiliates and subsidiaries make no warranties, express or implied, regarding the product or any information contained herein.

The applicable Material Safety Data Sheet should be reviewed before handling the Lyondell product. Lyondell Chemical Company and its affiliates and subsidiaries disclaim any liability against infringement of any patent by reason of customer’s use of any Lyondell Chemical Company products in combination with other materials or in any process.